180.0604(4)(b) (b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

180.0620(1)(a)(a) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.

180.0620(1)(b) (b) Unless the subscription agreement provides otherwise, the filing of the articles of incorporation by the department constitutes acceptance by the corporation of all existing subscriptions to its shares.

180.0620(2) (2) The board of directors may determine the payment terms of subscriptions for shares that are entered into before incorporation, unless the subscription agreement specifies the payment terms. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

180.0620(3) (3) Shares issued under subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

180.0620(4) (4) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.

180.0620(5) (5) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to s. 180.0621.

180.0621(1)(1) The powers granted in subs. (2) to (5) to the board of directors may be reserved to the shareholders by the articles of incorporation.

180.0621(2) (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.

180.0621(3) (3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The board of directors' determination is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

180.0621(4) (4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued for that consideration are fully paid and nonassessable.

180.0621(5) (5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received or the note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

180.0622(1)(1) A purchaser from a corporation of the corporation's shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or the consideration specified in the subscription agreement entered into before incorporation.

180.0622(2) (2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation, except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder.

180.0622(3) (3) A person who becomes a transferee of shares in good faith and without knowledge that the consideration determined for the shares or specified in the subscription agreement entered into before incorporation has not been paid is not personally liable for any unpaid portion of the consideration.

180.0622(4)(a)(a) In this subsection, "fiduciary" means a personal representative, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver.

180.0622(4)(b) (b) A fiduciary is not personally liable as a holder of or subscriber to shares of a corporation, but the estate and funds in the fiduciary's hands are so liable. A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.

180.0623(1)(1) In this section, "share dividend" means shares issued proportionally and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series.