611.31   Securities regulation.
611.32   Promoter stock.
611.33   Authorized securities.
611.34   Corporate repurchase of shares.
611.36   Number of shareholders.
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.
611.43   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.
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.
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
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)(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.
611.07(2) (2)Effect of unauthorized corporate acts. Section 180.0304 applies to stock corporations and s. 181.0304 applies to mutuals, except that references to “attorney general" shall be read as “commissioner".
611.07(4) (4)Waiver of notice and informal action by shareholders, policyholders or directors. Sections 180.0704, 180.0706, 180.0821, and 180.0823 apply to stock corporations and ss. 181.0704, 181.0706, 181.0821, and 181.0823 apply to mutuals. Section 180.0821 also applies to a committee of the board of a stock corporation and s. 181.0821 also applies to a committee of the board of a mutual, except that, in both cases, references to “board" shall be read as “committee" and “directors" shall mean members of the board appointed to serve on the committee.
611.07(6) (6)Power to hold assets as trustee. A life insurance corporation may hold assets under s. 632.42 (1) as trustee or as general corporate assets.
611.07(7) (7)Correcting filed document. Section 180.0124 applies to stock corporations.
subch. II of ch. 611 SUBCHAPTER II
611.10 611.10 Reservation of corporate name. Sections 180.0402 and 180.0403 (2), (3) and (3m) apply to stock corporations and ss. 181.0402 and 181.0403 (2), (3) and (3m) apply to mutuals.
611.11 611.11 Incorporators.
611.11(1)(1)General. Any number of corporate or adult natural persons may organize a corporation under this chapter.
611.11(2) (2)Closely held, subsidiary and affiliated corporations. One to 15 corporate or adult natural persons may organize a corporation under s. 611.22.
611.11(3) (3)Mutual reinsurance corporations. A mutual reinsurance corporation having the exclusive purpose of providing reinsurance for its member corporations may be organized by 15 or more mutuals under this chapter and town mutuals under ch. 612. The commissioner may exempt the corporation from any of the requirements of ss. 611.12 to 611.20 if the commissioner considers them unnecessary for the protection of the members.
611.11(4) (4)Municipalities.
611.11(4)(a) (a) In this subsection, “municipality" has the meaning given in s. 345.05 (1) (c).
611.11(4)(b) (b) Any number of municipalities or associations of municipalities or both may organize a municipal insurance mutual under s. 611.13, subject to s. 611.23, to provide any of the following for its members:
611.11(4)(b)1. 1. Worker's compensation insurance.
611.11(4)(b)2. 2. Liability insurance.
611.11(4)(b)3. 3. Risk management services.
611.11(4)(b)4. 4. Property insurance.
611.12 611.12 Articles and bylaws.
2019-20 Wisconsin Statutes updated through 2021 Wis. Act 30, through all Orders of the Controlled Substances Board filed before and in effect on May 6, 2021, and through all Supreme Court Orders filed before and in effect on April 15, 2021. Published and certified under s. 35.18. Changes effective after May 6, 2021, other than those made by Supreme Court Order No. 20-07, are designated by NOTES. (Published 5-6-21)