180.1801(1)(1) Sections 180.1801 to 180.1837 apply to a corporation if its articles of incorporation state that the corporation is a close corporation under ss. 180.1801 to 180.1837.

180.1801(2)(2) Except as provided in sub. (3), if an election is made to be a statutory close corporation, ss. 180.1801 to 180.1837 control in the event of conflict with other sections of this chapter.

180.1801(3)(3) If a service corporation organized under ss. 180.1901 to 180.1921 elects to be a statutory close corporation, ss. 180.1901 to 180.1921 control in the event of conflict with ss. 180.1801 to 180.1837.

180.1801 AnnotationThe enactment of the statutory close corporation statutes did not preempt existing common law rights, and those statutes do not provide exclusive remedies for close corporations. Jorgensen v. Water Works, Inc., 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.

180.1803180.1803 Election. A corporation organized under this chapter and having 50 or fewer shareholders at the time of election may become a statutory close corporation by amending its articles of incorporation to include the statement required under s. 180.1801. The amendment shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is approved, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.

180.1805180.1805 Share transfer restrictions. No interest in shares of a statutory close corporation may be transferred without the written consent of all shareholders holding voting stock, unless the interest is transferred in any of the following circumstances:

180.1805(1)(1) As provided in s. 180.1807.

180.1805(2)(2) To the corporation or to any other holder of the same class or series of shares.

180.1805(3)(3) To members of the shareholder’s immediate family, or to a trust, all of whose beneficiaries are members of the holder’s immediate family. In this subsection, “shareholder’s immediate family” means the shareholder’s spouse, parents, lineal descendants, including any adopted children and stepchildren, and the spouse of any lineal descendants, and brothers and sisters.

180.1805(4)(4) To a personal representative on the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder.

180.1805(5)(5) By merger or interest exchange that becomes effective under ss. 180.1101 to 180.1106 or an interest exchange of existing shares for other shares of a different class or series in the corporation.

180.1805(6)(6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor.

180.1805(7)(7) After termination of the corporation’s status as a statutory close corporation.

180.1805(8)(8) As otherwise provided in the corporation’s articles of incorporation or in an agreement among shareholders under s. 180.1823.

180.1807(1)(1) Notice of 3rd-party offer. A person desiring to transfer shares in a transaction without the consent described in s. 180.1805 (intro.) and that is not exempt under s. 180.1805 (2) to (8) shall obtain a written and signed offer from a 3rd party to purchase the shares for cash and shall deliver to the statutory close corporation written notice and a copy of the 3rd-party offer. The notice shall comply with s. 180.0141 and shall state the number and kind of shares, the offering price, the other material terms of the offer and the name and address of the 3rd-party offeror. No transfer may be made to a 3rd party unless all of the following conditions are met:

180.1807(1)(a)(a) The 3rd party is eligible to become a qualified shareholder under any federal or state tax statute that the corporation has elected to be subject to and the 3rd party agrees in writing not to take any action to terminate the election without the approval of the remaining shareholders.

180.1807(1)(b)(b) The transfer to the 3rd party will not result in the imposition of a personal holding company tax on the corporation under 26 USC 541 or any similar state or federal penalty tax.

180.1807(2)(2) Shareholder approval.

180.1807(2)(a)(a) The notice under sub. (1) constitutes an offer to sell the shares to the statutory close corporation and other shareholders on the same terms as the 3rd-party offer. Within 20 days after the corporation receives the notice, the corporation shall give notice of a special meeting of shareholders, which shall be held within 60 days after the corporation received notice of the offer, for the purpose of determining whether to purchase all, but not less than all, of the offered shares. The notice shall comply with s. 180.0141.

180.1807(2)(b)(b) The offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the offer.

180.1807(2)(c)(c) With the consent of all of the shareholders entitled to vote for approval of the purchase, the corporation may allocate some or all of the shares to one or more shareholders or to other persons, except as provided in par. (d).