180.1831(2)
(2) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to include, modify or delete a provision authorized by
sub. (1) must be approved by the holders of all of the outstanding shares, whether or not the holders are otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or, if none, by all of the incorporators.
180.1831 History
History: 1989 a. 303.
180.1833
180.1833
Power of court to grant relief. 180.1833(1)
(1)
Grounds for relief. Subject to
sub. (4) (b) and
(c), a shareholder of record, the beneficial owner of shares held by a nominee or the holder of voting trust certificates of a statutory close corporation may petition the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located for relief on any of the following grounds:
180.1833(1)(a)
(a) That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner in his or her capacity as a shareholder, director or officer of the corporation.
180.1833(1)(b)
(b) That the directors or those in control of the corporation are so divided respecting the management of the corporation's affairs that the votes required for action cannot be obtained and the shareholders are unable to break the deadlock, with the consequence that the corporation is suffering or will suffer irreparable injury or that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.
180.1833(2)(a)(a) If the court finds that one or more of the conditions specified in
sub. (1) exist, it shall grant appropriate relief, including any of the following:
180.1833(2)(a)1.
1. Canceling, altering or enjoining any resolution or other act of the statutory close corporation.
180.1833(2)(a)2.
2. Directing or prohibiting any act of the corporation or of shareholders, directors, officers or other persons who are party to the action.
180.1833(2)(a)3.
3. Canceling or altering the articles of incorporation or bylaws of the corporation.
180.1833(2)(a)4.
4. Removing from office any director or officer, or ordering that a person be appointed a director or officer.
180.1833(2)(a)5.
5. Requiring an accounting with respect to any matters in dispute.
180.1833(2)(a)6.
6. Appointing a receiver to manage the business and affairs of the corporation.
180.1833(2)(a)7.
7. Appointing a provisional director who shall have all of the rights, powers and duties of a duly elected director and shall serve for the term and under the conditions established by the court.
180.1833(2)(a)9.
9. If the court finds that it cannot order appropriate relief, ordering that the corporation be liquidated and dissolved unless either the corporation or one or more of the remaining shareholders purchase all of the shares of the petitioning shareholder at their fair value by a designated date, with the fair value and terms of the purchase to be determined under
sub. (3).
180.1833(2)(a)10.
10. Ordering dissolution if the court finds that one or more grounds exist for judicial dissolution under
s. 180.1430 (2) or that all other relief ordered by the court has failed to resolve the matters in dispute.
180.1833(2)(a)11.
11. Awarding damages to any aggrieved party in addition to, or in lieu of, any other relief granted.
180.1833(2)(b)
(b) In determining whether to grant relief under
par. (a) 9. or
10., the court shall consider the financial condition of the corporation but may not refuse to order liquidation solely on the grounds that the corporation has net worth or current operating profits.
180.1833(2)(c)
(c) If the court determines that a party to a proceeding brought under this section has acted arbitrarily, vexatiously or in bad faith, it may award reasonable expenses, including attorney fees and the costs of any appraisers or other experts, to one or more of the other parties.
180.1833(3)(a)1.
1. Determine the fair value of the shares to be purchased, considering the going concern value of the statutory close corporation, any agreement among the shareholders fixing a price or specifying a formula for determining the value of the corporation's shares for any purpose, the recommendations of any appraisers appointed by the court, any legal constraints on the corporation's ability to acquire the shares to be purchased and other relevant evidence.
180.1833(3)(a)2.a.
a. The identity of the purchaser by name and the purchaser's status as a current shareholder or 3rd-party purchaser.
180.1833(3)(a)2.b.
b. The terms of the purchase found to be proper under the circumstances, including payment of the purchase price in instalments, payment of interest on the instalments, subordination of the obligation to the rights of the corporation's other creditors, security for the deferred purchase price, and a covenant not to compete or other restriction on the selling shareholder.
180.1833(3)(a)3.
3. Order the selling shareholder to deliver all of his or her shares to the court, and order the purchaser to deliver each payment for shares to the court.
180.1833(3)(a)4.
4. Order that after the selling shareholder delivers his or her shares, the shareholder has no rights or claims against the corporation or its directors, officers or shareholders by reason of having been a director, officer or shareholder of the corporation, except the right to receive the unpaid balance of the amount awarded under this section and any amounts due under any agreement with the corporation or the remaining shareholders that are not terminated by the court's orders.
180.1833(3)(a)5.
5. Order dissolution of the corporation if the purchase is not completed as ordered.
180.1833(3)(b)
(b) If the share purchase is not consummated and the corporation is dissolved, a shareholder whose shares were to be purchased has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
180.1833(4)(a)(a) Except as provided in
pars. (b) and
(c), the rights of a shareholder to commence a proceeding under this section are in addition to, and not in lieu of, any other rights or remedies that the shareholder may have.
180.1833(4)(b)
(b) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, the shareholder may not commence a proceeding under this section with respect to those matters until he or she has exhausted the nonjudicial remedy.
180.1833(4)(c)
(c) If a shareholder has dissenters' rights under this subchapter or
s. 180.1302 with respect to proposed corporate action, the shareholder must commence a proceeding under this section before the shareholder is required to give notice of his or her intent to demand payment under
s. 180.1321 or to demand payment under
s. 180.1323 or the proceeding is barred.
180.1833 History
History: 1989 a. 303.
180.1833 Annotation
Corporate Control Contests: Judicial Dissolution of Closely Held Corporations. Laufer. Wis. Law. Feb. 1994.
180.1834
180.1834
Greater quorum or voting requirements. 180.1834(1)(1) The articles of incorporation of a statutory close corporation may impose a greater quorum or voting requirement for shareholders, or classes of shareholders, than is required by this chapter.
180.1834(2)
(2) An action by shareholders to adopt an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote required to take action under the largest of the greater quorum or voting requirements then in effect or proposed to be added, changed or deleted.
180.1834 History
History: 1989 a. 303.
180.1835
180.1835
Limited liability. The failure of a statutory close corporation to observe usual corporate formalities or requirements relating to the exercise of its corporate powers or the management of its business and affairs is not grounds for imposing personal liability on the shareholders for obligations of the corporation.
180.1835 History
History: 1989 a. 303.
180.1837
180.1837
Officers; execution of documents. 180.1837(1)
(1) A statutory close corporation may operate and conduct business with one or more officers.
180.1837(2)
(2) If an individual holds more than one office in a statutory close corporation, the individual may execute, acknowledge or verify in more than one capacity any instrument required to be executed, acknowledged or verified by the holders of 2 or more offices.
180.1837 History
History: 1989 a. 303.
SERVICE CORPORATIONS
180.1901(1)
(1) "Employe" means an individual who is hired by a service corporation and who is usually and ordinarily considered by custom, practice or law to be rendering professional or other personal services for which a license, certificate, registration or other legal authorization is required. "Employe" does not include any of the following:
180.1901(1)(a)
(a) An individual who is hired by a service corporation and who provides services as an administrator, technician, clerk or bookkeeper.
180.1901(1)(b)
(b) An individual who performs all of his or her employment for a service corporation under the direct supervision and control of a licensed, registered or certified officer or employe of the service corporation.
180.1901(1m)
(1m) "Health care professional" means an individual who is licensed, registered or certified by any of the following:
180.1901(1m)(br)
(br) Dietitians affiliated credentialing board under
subch. IV of ch. 448. This paragraph does not apply after June 30, 1999.
180.1901(1m)(f)
(f) Examining board of social workers, marriage and family therapists and professional counselors under
ch. 457.
180.1903
180.1903
Formation of service corporation. 180.1903(1)
(1) One or more natural persons licensed, certified or registered pursuant to any provisions of the statutes, if all have the same license, certificate or registration or if all are health care professionals, may organize and own shares in a service corporation. A service corporation may own, operate and maintain an establishment and otherwise serve the convenience of its shareholders in carrying on the particular profession, calling or trade for which the licensure, certification or registration of its organizers is required.
180.1903(2)
(2) Professional or other personal services, consultation or advice in any form may be rendered only by directors, officers, agents or employes of the service corporation who are licensed, certified or registered pursuant to statute in the field of endeavor designated in the articles of incorporation of the service corporation.
180.1903(3)
(3) Liability may not accrue to a service corporation or its shareholders solely as a result of a decision to organize under
sub. (1) or solely as a result of a decision to include or exclude a category of health care professionals as eligible to become shareholders of the service corporation.
180.1903(4)
(4) Each health care professional, other than a physician or nurse anesthetist, who is a shareholder of a service corporation and who has the authority to provide health care services that are not under the direction and supervision of a physician or nurse anesthetist shall carry malpractice insurance that provides coverage of not less than the amounts established under
s. 655.23 (4).
180.1903 History
History: 1989 a. 303;
1993 a. 473.
180.1905
180.1905
Business corporation law applicable. 180.1905(1)(1) Other provisions of this chapter shall be applicable to service corporations, including their organization, and service corporations shall enjoy the powers and privileges and be subject to the duties, restrictions and liabilities of other stock corporations, except as provided in
ss. 180.1901 to
180.1921. A service corporation may not engage in any business other than that for which it was specifically organized and for which its charter was granted.
180.1905 History
History: 1989 a. 303.
180.1907
180.1907
Corporate name. The service corporation may bear the last name of one or more persons formerly or currently associated with it. A service corporation may adopt a name which does not include the surname of any present or former shareholder. The corporate name shall end with the word "chartered" or "limited", or the words "service corporation", or the abbreviation "ltd." or "S.C.". A service corporation in existence on January 1, 1991, need not change its name to comply with this section.
180.1907 History
History: 1989 a. 303;
1991 a. 16,
173.
180.1909
180.1909
Filing articles of incorporation. Before commencing operations, a service corporation shall deliver its articles of incorporation to the department for filing.
180.1909 History
History: 1989 a. 303;
1995 a. 27.
180.1911
180.1911
Participants; conflict of interest. 180.1911(1)
(1) Except as provided in
s. 180.1913, each shareholder, director and officer of a service corporation must at all times be licensed, certified or registered by a state agency in the same field of endeavor or be a health care professional. An individual who is not so licensed, certified or registered may not have any part in the ownership or control of the service corporation, except that the nonparticipant spouse of a married individual has the rights of ownership provided under
ch. 766. A proxy to vote any shares of the service corporation may not be given to a person who is not so licensed, certified or registered.
180.1911(2)
(2) If any shareholder, director, officer or employe of a service corporation becomes legally disqualified to render professional or other personal services, consultation or advice within this state for which he or she was licensed, certified or registered, or accepts employment or is elected to a public office which by law places restrictions or limitations upon his or her rendering of the services for which he or she was licensed, certified or registered, he or she shall immediately sever all employment with, and financial interest in, the service corporation. A service corporation's failure to require prompt compliance with this subsection is a ground for the suspension or forfeiture of its franchise.
180.1911 History
History: 1989 a. 303;
1993 a. 473.
180.1913
180.1913
Alternative incorporation by one or 2 persons. 180.1913(1)(1) A service corporation which has only one shareholder need have only one director, who shall be the shareholder. The shareholder shall also serve as the president and treasurer of the service corporation. The other officers of a service corporation described in this subsection need not be licensed, certified or registered in the same field of endeavor as the president.
