181.0127 History
History: 1997 a. 79.
181.0128
181.0128
Confirmation of status. 181.0128(1)
(1)
Who may request. Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.
181.0128(2)
(2) Required content of certificate of status. A certificate of status shall include all of the following information:
181.0128(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.
181.0128(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.
181.0128(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. 181.1622.
181.0128(2)(b)4.
4. The domestic corporation has not filed articles of dissolution.
181.0128(2)(b)5.
5. The foreign corporation has not applied for a certificate of withdrawal under
s. 181.1520 and is not the subject of a proceeding under
s. 181.1531 to revoke its certificate of authority.
181.0128(2)(c)
(c) The domestic corporation's date of incorporation and the period of its duration if less than perpetual.
181.0128(3)
(3) Other content of certificate of status. The certificate of status may include other facts of record in the department that are requested.
181.0128(4)
(4) Statement of status. 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).
181.0128(5)
(5) Evidential effect. 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.
181.0128(6)
(6) Confirmation of information by telephone. 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).
181.0128 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(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)(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.
181.0141(3)
(3) Method of communication. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, 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.
181.0141(4)
(4) Address to be used. 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. 181.1622, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
181.0141(5)(a)2.
2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.0141(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.
181.0141(5)(a)4.
4. On the effective date specified in the articles of incorporation or bylaws.
181.0141(5)(b)
(b) Written notice by a domestic corporation or foreign corporation to its member is effective when mailed and may be addressed to the member's address shown in the domestic corporation's or foreign corporation's current record of members.
181.0141 History
History: 1997 a. 79.
181.0160(1)(1)
When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation's principal office is located, or if a corporation's principal office is not located in this state the circuit court for the county where the corporation's registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:
181.0160(1)(a)
(a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation's articles of incorporation or bylaws.
181.0160(1)(b)
(b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting.
181.0160(1)(c)
(c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.
181.0160(1)(d)
(d) Upon the petition of a member who signed a valid demand under
s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.
181.0160(2)
(2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to
s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.
181.0160(3)
(3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.
181.0160(4)(a)(a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.
181.0160(4)(b)
(b) Notwithstanding
par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.
181.0160(5)
(5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.
181.0160 History
History: 1997 a. 79.
INCORPORATION
181.0201
181.0201
Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.
181.0201 History
History: 1997 a. 79.
181.0202
181.0202
Articles of incorporation. 181.0202(1)
(1)
Required content. The articles of incorporation shall include all of the following information:
181.0202(1)(a)
(a) A statement that the corporation is incorporated under this chapter.
181.0202(1)(c)
(c) The mailing address of the initial principal office of the corporation.
181.0202(1)(d)
(d) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.
181.0202(2)
(2) Permissible content. The articles of incorporation may set forth other information, including any of the following:
181.0202(2)(a)
(a) The names and addresses of the natural persons who will serve as the initial directors.
181.0202(2)(b)1.
1. The purpose or purposes for which the corporation is organized.
181.0202(2)(b)2.
2. Managing the business and regulating the affairs of the corporation.
181.0202(2)(b)4.
4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.
181.0202(2)(c)
(c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
181.0202(3)
(3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.
181.0202(4)
(4) Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.
181.0202 History
History: 1997 a. 79.
181.0203(1)(1)
When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under
s. 181.0123.
181.0203(2)
(2) Conclusive proof of incorporation. The department's filing of the articles of incorporation or articles of domestication 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.
181.0203(3)
(3) Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under
s. 202.12 for charitable organizations that solicit contributions.
181.0203 History
History: 1997 a. 79;
2013 a. 20.
181.0205
181.0205
Organization of corporation. 181.0205(1)(a)(a) 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, adopting bylaws and carrying on any other business brought before the meeting.
181.0205(1)(b)
(b) 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:
181.0205(1)(b)1.
1. Elect directors and complete the organization of the corporation.
181.0205(1)(b)2.
2. Elect a board that will complete the organization of the corporation.
181.0205(2)
(2) Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
181.0205(3)
(3) Location of organizational meeting. An organizational meeting may be held in or outside of this state.
181.0205 History
History: 1997 a. 79.
181.0206(1)(1)
Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.
