180.0623(4) (4) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.

180.0623 History History: 1989 a. 303.

180.0624 180.0624  Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, share exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding s. 180.0601 (1) and any other provision of this chapter, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a corporation may before, on or after April 30, 1972, issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options or warrants.

180.0624 History History: 1989 a. 303.

180.0625 180.0625  Form and content of certificates.

180.0625(1) (1) At a minimum, a share certificate shall state on its face all of the following:

180.0625(1)(a) (a) The name of the issuing corporation and that it is organized under the laws of this state.

180.0625(1)(b) (b) The name of the person to whom issued.

180.0625(1)(c) (c) The number and class of shares and the designation of the series, if any, that the certificate represents.

180.0625(2) (2) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the front or back of each certificate shall contain any of the following:

180.0625(2)(a) (a) A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.

180.0625(2)(b) (b) A conspicuous statement that the corporation will furnish the shareholder the information described in par. (a) on request, in writing and without charge.

180.0625(3) (3) 

180.0625(3)(a) (a) Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors.

180.0625(3)(b) (b) The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued.

180.0625 History History: 1989 a. 303.

180.0626 180.0626  Shares without certificates.

180.0626(1) (1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation.

180.0626(2) (2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on share certificates by s. 180.0625 (1) and (2) and, if applicable, s. 180.0627.

180.0626(3) (3) Unless this chapter or ch. 408 expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

180.0626 History History: 1989 a. 303.

180.0627 180.0627  Restriction on transfer of shares and other securities.

180.0627(1) (1) In this section:

180.0627(1)(a) (a) "Other securities" include securities that are convertible into or carry a right to subscribe for or acquire shares.

180.0627(1)(b) (b) "Transfer restriction" means a restriction on the transfer or registration of transfer of shares and other securities of a corporation.

180.0627(2) (2) 

180.0627(2)(a) (a) Except as provided in par. (b), the articles of incorporation, bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the corporation may impose a transfer restriction on shares and other securities of the corporation for any reasonable purpose, including but not limited to any of the following purposes:

180.0627(2)(a)1. 1. Maintaining the corporation's status when it is dependent on the number or identity of its shareholders.

180.0627(2)(a)2. 2. Preserving exemptions under federal or state securities law.