180.0127
180.0127
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.
180.0127 History
History: 1989 a. 303;
1995 a. 27.
180.0128
180.0128
Confirmation of status. 180.0128(1)
(1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.
180.0128(2)
(2) A certificate of status shall include all of the following information:
180.0128(2)(a)
(a) The domestic corporation's corporate name or the foreign corporation's corporate name and fictitious name, if any, used in this state.
180.0128(2)(b)1.
1. The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.
180.0128(2)(b)3.
3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by
s. 180.1622, or, if a service corporation, by
s. 180.1921.
180.0128(2)(b)4.
4. The domestic corporation has not filed articles of dissolution.
180.0128(2)(b)5.
5. The foreign corporation has not applied for a certificate of withdrawal under
s. 180.1520 and is not the subject of a proceeding under
s. 180.1531 to revoke its certificate of authority.
180.0128(2)(c)
(c) The domestic corporation's date of incorporation and the period of its duration if less than perpetual.
180.0128(3)
(3) The certificate of status may include other facts of record in the department that are requested.
180.0128(4)
(4) Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under
sub. (2) and may contain any other information permitted under
sub. (3).
180.0128(5)
(5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
180.0128(6)
(6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under
sub. (2) and may confirm any other information permitted under
sub. (3).
180.0128 History
History: 1989 a. 303;
1991 a. 16;
1995 a. 27.
180.0129
180.0129
Penalty for false document. 180.0129(1)
(1) 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.
180.0129(2)
(2) Whoever violates this section is guilty of a Class I felony.
180.0141(1)(1) 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.
180.0141(2)(a)(a) A person shall give notice in writing, except as provided in
par. (b). For purposes of this section, notice by electronic transmission is written notice.
180.0141(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.
180.0141(3)
(3) Except as provided in
s. 180.0721 (4) or unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person; by mail or other method of delivery; by telephone, including voice mail, answering machine or answering service; or by any other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
180.0141(4)
(4) Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under
s. 180.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
180.0141(5)(a)2.
2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
180.0141(5)(a)3.
3. 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.
180.0141(5)(a)4.
4. On the effective date specified in the articles of incorporation or bylaws.
180.0141(5)(b)
(b) Written notice by a domestic corporation or foreign corporation to its shareholder is effective under any of the following conditions:
180.0141(5)(b)1.
1. When mailed, but only if mailed postpaid and addressed to the shareholder's address shown in the domestic corporation's or foreign corporation's current record of shareholders.
180.0141(5)(b)2.
2. When electronically transmitted to the shareholder in a manner authorized by the shareholder.
180.0141 History
History: 1989 a. 303;
1999 a. 9.
180.0142
180.0142
Number of shareholders. 180.0142(1)
(1) For purposes of this chapter, any of the following constitute one shareholder if identified as a shareholder in a corporation's current record of shareholders:
180.0142(1)(c)
(c) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
180.0142(2)
(2) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
180.0142 History
History: 1989 a. 303.
INCORPORATION
180.0201(1)(1) One or more persons may act as the incorporator or incorporators of a corporation.
180.0201(2)
(2) Following the incorporation of a corporation, a majority of the corporation's incorporators or their survivors may take any action permitted by this chapter to be taken by its incorporators.
180.0201 History
History: 1989 a. 303.
180.0202
180.0202
Articles of incorporation. 180.0202(1)
(1) The articles of incorporation shall include all of the following information:
180.0202(1)(a)
(a) A statement that the corporation is incorporated under this chapter.
180.0202(1)(c)
(c) The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.
180.0202(1)(d)
(d) If more than one class of shares is authorized, all of the following:
180.0202(1)(d)2.
2. The number of shares of each class that the corporation is authorized to issue, except that an investment company may declare that each class has an indefinite number of authorized shares.
180.0202(1)(d)3.
3. Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class.
180.0202(1)(e)
(e) If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series:
180.0202(1)(e)1.
1. The distinguishing designation of each series within a class.
180.0202(1)(e)2.
2. The number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares.
180.0202(1)(e)3.
3. The preferences, limitations and relative rights of that series.
180.0202(1)(g)
(g) Any provision granting or limiting preemptive rights.
180.0202(1)(h)
(h) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.
180.0202(2)
(2) The articles of incorporation may set forth other information, including but not limited to any of the following:
180.0202(2)(a)
(a) The names and addresses of the natural persons who will serve as the initial directors.
180.0202(2)(b)1.
1. The purpose or purposes for which the corporation is organized.
180.0202(2)(b)2.
2. Managing the business and regulating the affairs of the corporation.
180.0202(2)(b)3.
3. Defining, limiting and regulating the powers of the corporation, its board of directors and its shareholders.
180.0202(2)(b)4.
4. A par value for authorized shares or classes or series of shares.
180.0202(2)(c)
(c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
180.0202(3)
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
180.0202(4)
(4) If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.
180.0203(1)(1) The corporate existence begins when the articles of incorporation become effective under
s. 180.0123.
180.0203(2)
(2) The department's filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
180.0203 History
History: 1989 a. 303;
1995 a. 27.
180.0203 Annotation
Chapter 180 does not preclude a corporation incorporated under ch. 180 from being organized as a nonprofit. De La Trinidad v. Capitol Indemnity Corporation,
2009 WI 8,
315 Wis. 2d 324,
759 N.W.2d 586,
07-0045.
180.0205
180.0205
Organization of corporation. 180.0205(1)
(1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.
180.0205(2)(a)(a) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:
