180.0502
180.0502
Change of registered office or registered agent. 180.0502(1)(1) A corporation may change its registered office or registered agent, or both, by doing any of the following:
180.0502(1)(a)
(a) Delivering to the department for filing a statement of change.
180.0502(1)(b)
(b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.
180.0502(1)(c)
(c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under
s. 180.1622 or
180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.
180.0502(2)
(2) Except as provided in
sub. (3), a statement of change shall include all of the following information:
180.0502(2)(a)
(a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.
180.0502(2)(e)
(e) The street address of its registered agent, as changed.
180.0502(2)(f)
(f) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
180.0502(3)
(3) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement that complies with
sub. (2) and recites that the corporation has been notified of the change.
180.0503
180.0503
Resignation of registered agent. 180.0503(1)
(1) The registered agent of a corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:
180.0503(1)(a)
(a) The name of the corporation for which the registered agent is acting.
180.0503(1)(c)
(c) The street address of the corporation's current registered office and its principal office.
180.0503(1)(e)
(e) If applicable, a statement that the registered office is also discontinued.
180.0503(2)
(2) After filing the statement, the department shall mail a copy to the corporation at its principal office.
180.0503(3)
(3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
180.0503(3)(a)
(a) Sixty days after the department receives the statement of resignation for filing.
180.0503(3)(b)
(b) The date on which the appointment of a successor registered agent is effective.
180.0503 History
History: 1989 a. 303;
1995 a. 27.
180.0504
180.0504
Service on corporation. 180.0504(1)
(1) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation.
180.0504(2)
(2) Except as provided in
sub. (3), if a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the corporation at its principal office. Service is perfected under this subsection at the earliest of the following:
180.0504(2)(a)
(a) The date on which the corporation receives the mail.
180.0504(2)(b)
(b) The date shown on the return receipt, if signed on behalf of the corporation.
180.0504(2)(c)
(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
180.0504(3)(a)(a) Except as provided in
par. (b), if the address of the corporation's principal office cannot be determined from the records held by the department, the corporation may be served by publishing a class 3 notice, under
ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.
180.0504(3)(b)
(b) If a process, notice or demand is served by the department on a corporation under
s. 180.1421 and the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 2 notice, under
ch. 985, in the official state newspaper.
180.0504(4)
(4) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a corporation in any other manner permitted by law.
180.0504 History
History: 1989 a. 303;
1995 a. 27.
180.0504 Cross-reference
Cross-reference: See also s.
801.11 (5).
SHARES AND DISTRIBUTIONS
180.0601(1)(1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue, except that an investment company may prescribe that each class has an indefinite number of authorized shares. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the corporation shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class unless the class is divided into series.
180.0601(2)
(2) The articles of incorporation may create series of shares within a class of shares, except that an investment company may prescribe that each series has an indefinite number of authorized shares. Before the issuance of shares of a series, the corporation shall describe in its articles of incorporation the number of shares of each series that the corporation is authorized to issue or that there is an indefinite number of authorized shares, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
180.0601(3)
(3) The articles of incorporation shall authorize all of the following:
180.0601(3)(a)
(a) One or more classes of shares that together have unlimited voting rights.
180.0601(3)(b)
(b) One or more classes of shares, which may be the same class or classes as those with voting rights under
par. (a), that together are entitled to receive the net assets of the corporation upon dissolution.
180.0601(4)
(4) The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include, but are not limited to, any of the following:
180.0601(4)(a)
(a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.
180.0601(4)(b)
(b) Provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:
180.0601(4)(b)1.
1. At the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event.
180.0601(4)(b)3.
3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
180.0601(4)(c)
(c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
180.0601(4)(d)
(d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
180.0601 History
History: 1989 a. 303;
1995 a. 271.
180.0601 Annotation
Restrictions may attach to the shareholder rather than to shares, but only within limited, statutorily permitted areas of individual negotiation such as transfer restrictions and buy/sell agreements. Limitations on rights must be set forth in the articles and be equally applicable to all stock in a given class. Mason Shoe Manufacturing Co. v. Firstar Bank Eau Claire, 217 W (2d) 715, 579 NW (2d) 789 (Ct. App. 1998).
180.0602
180.0602
Terms of class or series determined by board of directors. 180.0602(1)(1) To the extent provided in the articles of incorporation, the board of directors may, within the limits under
s. 180.0601, do any of the following:
180.0602(1)(a)
(a) Determine with respect to any class of shares the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class.
180.0602(1)(b)
(b) Create one or more series within a class, and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series, except that an investment company may prescribe that each series has an indefinite number of authorized shares.
180.0602(1)(c)
(c) In the case of an investment company, change the distinguishing designation of a class or series of shares, whether or not shares of the class are issued and outstanding, if the change does not affect the preferences, limitations and relative rights, in whole or in part, of the class or series.
180.0602(2)
(2) Before issuing any shares of a class or series under
sub. (1), the corporation shall deliver to the department for filing articles of amendment, which are effective without shareholder action, that include all of the following information:
180.0602(2)(b)
(b) The text of the amendment determining the terms of the class or series of shares.
180.0602(2)(c)
(c) The number of shares of the class or series of shares created, except that an investment company may prescribe that each class and each series have an indefinite number of authorized shares.
180.0602(2)(d)
(d) A statement that none of the shares of the class or series has been issued, except that this statement is not required if the only amendment to the articles of incorporation is made pursuant to
sub. (1) (c).
180.0602(2)(f)
(f) A statement that the amendment was adopted by the board of directors and that shareholder action was not required.
180.0602(3)
(3) After the articles of amendment are filed under
sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file with the department revised articles of amendment that comply with
sub. (2). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right, except by amendment of the articles of incorporation under
s. 180.1003.
180.0602 History
History: 1989 a. 303;
1995 a. 27,
271.
180.0603
180.0603
Issued and outstanding shares. 180.0603(1)
(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the investment company may issue. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
180.0603(2)
(2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of
sub. (3) and to
s. 180.0640.
180.0603(3)
(3) At all times that shares of the corporation are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
180.0603 History
History: 1989 a. 303;
1995 a. 271.
180.0604(1)(1) A corporation may do any of the following:
180.0604(1)(a)
(a) Issue fractions of a share or pay in money the value of fractions of a share.
180.0604(1)(b)
(b) Arrange for disposition of fractional shares by the shareholders.
180.0604(1)(c)
(c) Issue scrip in registered or bearer form entitling the holder to receive a full share on the surrender of enough scrip to equal a full share.
180.0604(2)
(2) A certificate representing scrip shall be conspicuously labeled "scrip" and shall contain the terms of exchange of scrip for a full share and the information required by
s. 180.0625 (1), except that it may state that it is issued to bearer.
180.0604(3)
(3) The holder of a fractional share may exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to the rights described in this subsection unless the scrip provides for them.
180.0604(4)
(4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including but not limited to any of the following:
180.0604(4)(a)
(a) That the scrip will become void if not exchanged for full shares before a specified date.
180.0604(4)(b)
(b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
180.0604 History
History: 1989 a. 303.
180.0620
180.0620
Subscription for shares. 180.0620(1)(a)(a) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.
180.0620(1)(b)
(b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department constitutes acceptance by the corporation of all existing subscriptions to its shares.
