Chapter 181

subch. I of ch. 181 SUBCHAPTER I

GENERAL PROVISIONS

181.0103 181.0103 Definitions. In this chapter:

181.0103(1) (1) “Articles of incorporation” includes amended and restated articles of incorporation and articles of domestication.

181.0103(2) (2) “Board” means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.

181.0103(3) (3) “Bylaws” means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.

181.0103(4) (4) “Class” means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.

181.0103(5) (5) “Corporation” or “domestic corporation” means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is incorporated under or becomes subject to this chapter, except a foreign corporation.

181.0103(6) (6) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.

181.0103(7) (7) “Deliver” means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

181.0103(8) (8) “Department” means the department of financial institutions.

181.0103(9) (9) “Director” means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals’ successors, and an individual elected or appointed by any other name or title to act as a member of the board.

181.0103(10) (10) “Distribution” means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.

181.0103(10g) (10g) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state.

181.0103(10m) (10m) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

181.0103(10p) (10p) “Electronic signature” means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

181.0103(11) (11) “Employee” does not include an officer or director who is not otherwise employed by the corporation.

181.0103(12) (12) “Entity” means any person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a stock corporation; a partnership; a limited partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

181.0103(12g) (12g) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state.

181.0103(13) (13) “Foreign corporation” means a nonprofit or nonstock corporation organized under a law other than the law of this state and whose governing law is other than the law of this state.

181.0103(13g) (13g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

181.0103(13m) (13m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 181.0107 or the corresponding applicable law with respect to entities other than domestic corporations.

181.0103(14) (14) “Individual” means a natural person. Except in ss. 181.0802 and 181.0840, “individual” includes the estate of an individual adjudicated incompetent or a deceased natural person.

181.0103(14g) (14g) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

181.0103(14m) (14m) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

181.0103(15) (15) “Member” means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

181.0103(16) (16) “Membership” means the rights and obligations that a member has under a corporation’s articles of incorporation and bylaws and this chapter.

181.0103(17) (17) “Nonprofit corporation” means a corporation that does not make distributions, except as authorized under s. 181.1302 (1), (2) and (3).

181.0103(18) (18) “Nonstock corporation” means a corporation without capital stock.

181.0103(18m) (18m) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

181.0103(19) (19) “Principal office” means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.0214, that is designated as the principal office in its most recent annual report.

181.0103(20) (20) “Proceeding” includes a civil suit and criminal, administrative and investigatory action.

181.0103(20m) (20m) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

181.0103(20r) (20r) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

181.0103(21) (21) “Record date” means the date established under s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.

181.0103(21m) (21m) “Registered agent” means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.

181.0103(22) (22) “Secretary” means the corporate officer to whom the board has delegated responsibility under s. 181.0840 (1) for custody of the minutes of the board’s meetings and members’ meetings and for authenticating the records of the corporation.

181.0103(23) (23) “Sign” means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

181.0103(23m) (23m) “State” means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

181.0103(24) (24) “Stock corporation” means a corporation with capital stock.

181.0103(24m) (24m) “Transfer” includes all of the following:

181.0103(24m)(a) (a) An assignment.

181.0103(24m)(b) (b) A conveyance.

181.0103(24m)(c) (c) A sale.

181.0103(24m)(d) (d) A lease.

181.0103(24m)(e) (e) An encumbrance, including a mortgage or security interest.

181.0103(24m)(f) (f) A gift.

181.0103(24m)(g) (g) A transfer by operation of law.

181.0103(25) (25) “Vote” includes authorization by written ballot and written consent.

181.0103 History History: 1997 a. 79; 2001 a. 44; 2005 a. 387; 2021 a. 258.

181.0103 Annotation The New Nonstock Corporation Law. Seehawer. Wis. Law. Oct. 1998.

181.0105 181.0105 Knowledge; notice.

181.0105(1) (1) A person knows a fact if any of the following applies:

181.0105(1)(a) (a) The person has actual knowledge of the fact.

181.0105(1)(b) (b) The person is deemed to know the fact under law other than this chapter.

181.0105(2) (2) A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

181.0105(3) (3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

181.0105(4) (4) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

181.0105(4)(a) (a) When received.

181.0105(4)(b) (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

181.0105(4)(c) (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

181.0105(4)(d) (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

181.0105 History History: 2021 a. 258.

181.0107 181.0107 Governing law. The law of this state governs all of the following:

181.0107(1) (1) The internal affairs of a corporation.

181.0107(2) (2) The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation.

181.0107 History History: 2021 a. 258.

181.0121 181.0121 Forms.

181.0121(1) (1) Required forms.

181.0121(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:

181.0121(1)(a)1. 1. A foreign corporation’s application for a certificate of authority to transact business in this state under s. 181.1503.

181.0121(1)(a)2. 2. A foreign corporation’s application for a certificate of withdrawal under s. 181.1520.

181.0121(1)(a)3. 3. A domestic corporation’s or foreign corporation’s annual report under s. 181.0214.

181.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520, and 181.0214, respectively.

181.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.

181.0121(2) (2) Permissive forms. The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

181.0121 History History: 1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

181.0127 181.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.

181.0127 History History: 1997 a. 79.

181.0129 181.0129 Penalty for false document.

181.0129(1) (1) Signing false document. A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.

181.0129(2) (2) Penalty. Whoever violates this section is guilty of a Class I felony.

181.0129 History History: 1997 a. 79, 283; 2001 a. 109.

181.0141 181.0141 Notice.

181.0141(1) (1) Applicability. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.

181.0141(2) (2) When notice must be written.

181.0141(2)(a) (a) A person shall give notice in writing, except as provided in par. (b).

181.0141(2)(b) (b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.