180.1809(1)(a)(a) The following notice shall be noted conspicuously on each share certificate issued by a statutory close corporation: “The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation, the bylaws, if any, and shareholders’ agreements or other documents, which may restrict transfers and affect voting and other rights, may be obtained without charge by a shareholder on written request to the corporation.”

180.1809(1)(b)(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall deliver to the shareholders a written notice containing the information required by par. (a). The notice shall comply with s. 180.0141.

180.1809(2)(2) A person claiming an interest in shares of a statutory close corporation that has given the written notice required by sub. (1) is bound by the documents referred to in the notice. A person claiming an interest in shares of a corporation that has not given the written notice required by sub. (1) is bound by any documents of which he or she, or any person through whom he or she claims, has knowledge or notice.

180.1811(1)(1) An attempted transfer of shares in a statutory close corporation in violation of a transfer restriction that is binding on the transferee is ineffective.

180.1811(2)(2) An attempted transfer of shares in a statutory close corporation in violation of a transfer restriction that is not binding on the transferee, either because the corporation fails to give written notice under s. 180.1809 or because a court orders that the restriction prohibiting the transfer is unenforceable, gives the corporation the option to purchase the shares from the transferee for the same price paid and terms agreed to by the transferee. To exercise the option, the corporation shall give the transferee written notice that complies with s. 180.0141 and shall make payment within 75 days after the shares are presented for registration in the transferee’s name.

180.1813(1)(a)(a) Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger or interest exchange that will terminate the status of the corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

180.1813(1)(b)(b) Notwithstanding ss. 180.11032 (3) to (5) and 180.1104, a plan of merger under which the surviving corporation will become a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

180.1813(1)(c)(c) Notwithstanding s. 180.11032 (3) and (4), if under a plan of interest exchange the corporation whose shares will be acquired in the interest exchange will become a statutory close corporation, the interest exchange must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation whose shares will be acquired, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

180.1813(1)(d)(d) If a plan of merger or interest exchange is approved, a shareholder who did not vote in favor of the plan is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.

180.1813(2)(a)(a) Notwithstanding s. 180.1202 (3), a sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of its business, must 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 the holders are otherwise entitled to vote on the transaction.

180.1813(2)(b)(b) A shareholder who did not vote in favor of a disposition under this subsection is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.

180.1815(1)(1) A statutory close corporation ceases to be subject to ss. 180.1801 to 180.1837 upon the effectiveness of articles of amendment deleting from its articles of incorporation the statement that it is a statutory close corporation. If the corporation has elected under s. 180.1821 not to have a board of directors, the amendment shall also delete the statement in the articles of incorporation to that effect and shall specify the number, names and addresses of its directors.

180.1815(2)(2) An amendment under sub. (1) must be approved by the holders of two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.

180.1815(3)(3) If the amendment to terminate the corporation’s status as a statutory close corporation 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.

180.1817(1)(1) The termination of statutory close corporation status does not affect the rights of any shareholder or the corporation under an agreement or the corporation’s articles of incorporation, except to the extent that the agreement or the articles of incorporation are invalid under this chapter.