OFFICE AND AGENT
181.0501
181.0501
Registered office and registered agent. Each corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:
181.0501(1)
(1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.
181.0501(2)
(2) Domestic entities. A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under
s. 178.0901, whose business office is identical with the registered office.
181.0501(3)
(3) Foreign entities. A foreign corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, authorized to transact business in this state, whose business office is identical with the registered office.
181.0501 History
History: 1997 a. 79;
2001 a. 44;
2015 a. 295.
181.0502
181.0502
Change of registered office or registered agent. 181.0502(1)(1)
Methods of changing office or agent. A corporation may change its registered office or registered agent, or both, by doing any of the following:
181.0502(1)(a)
(a) Delivering to the department for filing a statement of change.
181.0502(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.
181.0502(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. 181.1622. A change under this paragraph is effective on the date on which the annual report is filed by the department.
181.0502(2)
(2) Contents of statement of change. Except as provided in
sub. (3), a statement of change shall include all of the following information:
181.0502(2)(a)
(a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.
181.0502(2)(c)
(c) The street address of its registered agent, as changed.
181.0502(2)(d)
(d) 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.
181.0502(3)
(3) Registered agent change of address. If the name of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement that complies with
sub. (2) and recites that the corporation has been notified of the change.
181.0502 History
History: 1997 a. 79;
2005 a. 476.
181.0503
181.0503
Resignation of registered agent. 181.0503(1)
(1)
Statement of resignation. 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:
181.0503(1)(a)
(a) The name of the corporation for which the registered agent is acting.
181.0503(1)(c)
(c) The street address of the corporation's current registered office and its principal office.
181.0503(1)(e)
(e) If applicable, a statement that the registered office is also discontinued.
181.0503(2)
(2) Notice to corporation. After filing the statement, the department shall mail a copy to the corporation at its principal office.
181.0503(3)
(3) Effective date. The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:
181.0503(3)(a)
(a) Sixty days after the department receives the statement of resignation for filing.
181.0503(3)(b)
(b) The date on which the appointment of a successor registered agent is effective.
181.0503 History
History: 1997 a. 79.
181.0504
181.0504
Service on corporation. 181.0504(1)
(1)
Registered agent. 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.
181.0504(2)
(2) By mail. 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:
181.0504(2)(a)
(a) The date on which the corporation receives the mail.
181.0504(2)(b)
(b) The date shown on the return receipt, if signed on behalf of the corporation.
181.0504(2)(c)
(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.0504(3)
(3) By publication. Except as provided in
s. 181.1421 (2) (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.
181.0504(4)
(4) Other methods of service. 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.
181.0504 History
History: 1997 a. 79;
2011 a. 234.
MEMBERS AND MEMBERSHIPS
181.0601(1)(1)
Criteria and procedures. The articles of incorporation or bylaws may establish criteria or procedures for admission of members.
181.0601(2)
(2) Consent required. A person may not be admitted as a member without the person's consent.
181.0601 History
History: 1997 a. 79.
181.0602
181.0602
Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation.
181.0602 History
History: 1997 a. 79.
181.0603
181.0603
No requirement of members. A corporation is not required to have members.
181.0603 History
History: 1997 a. 79.
181.0610
181.0610
Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.
181.0610 History
History: 1997 a. 79.
181.0611(1)(1)
When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.
181.0611(2)
(2) Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
181.0611 History
History: 1997 a. 79.
181.0612
181.0612
Member's liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation.
181.0612 History
History: 1997 a. 79.
181.0613
181.0613
Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
181.0613 History
History: 1997 a. 79.
181.0614
181.0614
Creditor's action against member. 181.0614(1)
(1)
Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under
s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation.
181.0614(2)
(2) Intervention and joinder. A creditor of the corporation, with or without reducing the creditor's claim to judgment, may intervene in a creditor's proceeding brought under
sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding.
181.0614 History
History: 1997 a. 79.
181.0620
181.0620
Termination, expulsion and suspension. 181.0620(1)(1)
Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease.
181.0620(2)
(2) Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote.
181.0620(3)
(3) Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension.
181.0620 History
History: 1997 a. 79.
181.0622
181.0622
Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates
s. 181.1302 (1).
181.0622 History
History: 1997 a. 79.
181.0640(1)(1)
Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members.
181.0640(2)
(2) Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:
181.0640(2)(a)
(a) Dividing the membership into geographical or other districts or units.
181.0640(2)(b)
(b) Determining the number of delegates to be elected in each district or unit. This determination may be made from time to time by the board of directors.
181.0640(2)(c)
(c) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.
181.0640(2)(d)
(d) Calling, noticing, holding and conducting meetings of delegates.
181.0640(2)(e)
(e) Carrying on corporate activities during and between meetings of delegates.
181.0640(2)(f)
(f) Providing for the election or appointment of district or unit committees and officers.
181.0640 History
History: 1997 a. 79.
181.0670
181.0670
Limited liability of volunteers. 181.0670(1)
(1)
Definition. In this section, “volunteer" means an individual, other than an employee of the corporation, who provides services to or on behalf of the corporation without compensation.
181.0670(2)
(2) Limited liability. Except as provided in
sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:
181.0670(2)(a)
(a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.
181.0670(2)(c)
(c) If the volunteer is a director or officer of the corporation, an act or omission within the scope of the volunteer's duties as a director or officer.
181.0670(2)(d)
(d) An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation.
181.0670(2)(e)
(e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined in
s. 440.01 (2) (a), or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.
