SUBCHAPTER II
ORGANIZATION OF CORPORATIONS
611.10   Reservation of corporate name.
611.11   Incorporators.
611.12   Articles and bylaws.
611.13   Organization permit and certificate of incorporation.
611.14   Powers under organization permit.
611.15   Deposit of proceeds of subscriptions.
611.16   Termination of organization permit and payment of organization expenses.
611.18   Incorporators' liability and organization expenses.
611.19   Initial capital and surplus requirements.
611.20   Certificate of authority.
611.22   Accelerated organization procedure.
611.223   Transfer of an insurer's place of domicile.
611.23   Municipal insurance mutuals.
611.24   Segregated accounts in general.
611.25   Special provisions for separate accounts for variable contracts.
611.26   Subsidiaries.
611.28   Changes in business plan.
611.29   Amendment of articles.
SUBCHAPTER III
SECURITIES OF DOMESTIC INSURANCE CORPORATIONS
611.31   Securities regulation.
611.32   Promoter stock.
611.33   Authorized securities.
611.34   Corporate repurchase of shares.
611.36   Number of shareholders.
SUBCHAPTER IV
MANAGEMENT OF INSURANCE CORPORATIONS
611.40   Shareholders' meetings.
611.41   Communications to shareholders or policyholders and commissioner's attendance at meetings.
611.42   Mutual policyholders' voting rights.
611.425   Mutual policyholders' proxy voting.
611.426   Remote participation in policyholder meetings.
611.43   Annual report to mutual policyholders.
611.51   Board of directors.
611.52   Election and removal of directors and officers of stock corporations.
611.53   Selection and removal of directors and officers of mutuals.
611.54   Supervision of management changes.
611.55   Continuity of management in emergencies.
611.56   Committees of directors.
611.57   Interlocking directorates and other relationships.
611.60   Transactions in which directors and others are interested.
611.61   Transactions of insurers with affiliates.
611.62   Directors' and officers' liability and indemnification.
611.63   Executive compensation.
611.66   Exclusive agency contracts.
611.67   Management contract services.
611.69   Dividends and other distributions.
SUBCHAPTER V
CORPORATE REORGANIZATION
611.71   Acquisition of all of the shares or of a class of shares of an insurance corporation.
611.72   Merger or other acquisition of control of a stock insurance corporation.
611.73   Merger of mutuals.
611.74   Voluntary dissolution of domestic insurance corporations.
611.75   Conversion of a domestic stock corporation into a mutual.
611.76   Conversion of a domestic mutual into a stock corporation.
611.77   Conversion of assessable to nonassessable and nonassessable to assessable mutuals.
611.78   Transfer of business or assets.
611.785   Dissenters' rights.
611.79   Conversion of a domestic mutual life insurance company into a fraternal.
SUBCHAPTER VI
MISCELLANEOUS PROVISIONS
611.94   Trustee of proceeds.
Ch. 611 Cross-reference Cross-reference: See definitions in ss. 600.03, 610.01 and 628.02.
Ch. 611 Note NOTE: Chapter 260, laws of 1971, which created this chapter, contains explanatory notes.
subch. I of ch. 611 SUBCHAPTER I
GENERAL PROVISIONS
611.01 611.01 Definitions. In this chapter, unless the context requires otherwise, all of the following apply:
611.01(1) (1)Stock corporations. The definitions in s. 180.0103 (2), (3), (14), (15), and (17) apply to stock corporations.
611.01(2) (2)Mutual corporations. The definitions in s. 181.0103 (3) and (18) apply to mutuals.
611.01(3) (3)Applicability of other definitions. The definitions of ss. 600.03 and 610.01 apply to corporations under this chapter.
611.02 611.02 Scope and purposes.
611.02(1)(1)Scope.
611.02(1)(a)(a) Domestic insurers. This chapter applies to all insurance corporations, including domestic surplus lines insurers, as defined in s. 618.40 (3m), organized under the laws of this state, except those expressly governed by other chapters.
611.02(1)(b) (b) Nondomestic insurers. Except as expressly provided, this chapter does not apply to nondomestic insurers.
611.02(2) (2)Purposes. The purposes of this chapter are:
611.02(2)(a) (a) To provide a complete, self-contained procedure for the formation of insurance corporations;
611.02(2)(b) (b) To assure the solidity of insurance corporations by providing an organizational framework to facilitate sound management, sound operation and sound regulation; and
611.02(2)(c) (c) To strengthen internal corporate democracy through as much stockholder and policyholder participation as is practicable.
611.02 History History: 1971 c. 260; 2017 a. 16.
611.03 611.03 Orders imposing and relaxing restrictions.
611.03(1)(1)Orders imposing restrictions. The commissioner may subject an individual corporation not otherwise subject thereto to some or all of the restrictions of ss. 611.28, 611.29 (2), 611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2., 611.34, 611.54 (1) (b) and 617.22 (2), on a finding that its financial condition, management or other circumstance requires such additional regulation for the protection of the interests of insureds or the public.
611.03(2) (2)Orders eliminating restrictions. The commissioner may free a new corporation from any of the restrictions generally applicable only to new corporations under ss. 611.28, 611.29 (2), 611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2., 611.34, 611.54 (1) (b) and 617.22 (2), if the commissioner is satisfied that its financial condition, management and other circumstances assure that the interests of insureds and the public will not be endangered thereby.
611.03 History History: 1971 c. 260, 307; 1977 c. 203; 1979 c. 102.
611.07 611.07 General corporate powers and procedures.
611.07(1)(1)Powers. Subject to s. 611.63, s. 180.0302 applies to stock corporations and s. 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutuals.
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2021-22 Wisconsin Statutes updated through 2023 Wis. Act 125 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on April 26, 2024. Published and certified under s. 35.18. Changes effective after April 26, 2024, are designated by NOTES. (Published 4-26-24)