181.0320(1) (1) Prohibited acts. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following:

181.0320(1)(a) (a) Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code.

181.0320(1)(b) (b) Retain any excess business holdings, as defined in section 4943 (c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code.

181.0320(1)(c) (c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by section 4944 (a) of the Internal Revenue Code.

181.0320(1)(d) (d) Make any taxable expenditures, as defined in section 4945 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4945 (a) of the Internal Revenue Code.

181.0320(2) (2) Required distributions. Each corporation that is a private foundation, as defined in section 509 of the Internal Revenue Code, shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942 (a) of the Internal Revenue Code.

181.0320(3) (3) Exceptions. Subsections (1) and (2) do not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.

181.0320(4) (4) Powers of courts and attorney general. This section does not impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.

181.0320 History History: 1997 a. 79.

181.0330 181.0330 Offer and sale of securities. A corporation or a foreign corporation may not offer or sell any of its securities in this state, unless the securities are registered under ch. 551 or unless the securities or the offer or sale of the securities is exempt from registration under ch. 551.

181.0330 History History: 1997 a. 79.

subch. IV of ch. 181 SUBCHAPTER IV

NAME

181.0401 181.0401 Corporate name.

181.0401(1) (1) General requirements.

181.0401(1)(a) (a) The corporate name of a corporation:

181.0401(1)(a)1. 1. Must contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or a variation of these words or abbreviations, of like import in another language, except as provided in par. (b), or that differs only with respect to capitalization of letters or punctuation.

181.0401(1)(a)2. 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 181.0301 and its articles of incorporation.

181.0401(1)(a)3. 3. May not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

181.0401(1)(b) (b) A corporation in existence on January 1, 1999, need not change its name to comply with par. (a) 1.

181.0401(2) (2) Distinguishability.

181.0401(2)(a) (a) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:

181.0401(2)(a)1. 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

181.0401(2)(a)2. 2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.

181.0401(2)(a)3. 3. Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

181.0401(2)(a)4. 4. The corporate name of a dissolved corporation or stock corporation that has retained the exclusive use of its name under s. 181.1405 (3) or under s. 180.1405 (3), respectively.

181.0401(2)(a)5. 5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.

181.0401(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

181.0401(2)(b) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words “limited partnership”, “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.