Chapter 180

180.1915   Professional relationships and liability.

180.1917   Corporate agents.

180.1919   Continuity; dissolution; stock transfer or redemption.

180.1921   Annual report.

subch. I of ch. 180 SUBCHAPTER I

GENERAL PROVISIONS

180.0101 180.0101 Title. This chapter may be cited as the “Wisconsin business corporation law”.

180.0101 History History: 1989 a. 303.

180.0101 Annotation Wisconsin’s Business Corporation Law. Williams & Berry. Wis. Law. June 1990.

180.0101 Annotation Chapter 180 Trailer Bill. DeGuire, Ware, & Williams. Wis. Law. July 1991.

180.0101 Annotation LLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996.

180.0103 180.0103 Definitions. In this chapter, except as otherwise provided:

180.0103(1) (1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

180.0103(2) (2) “Articles of incorporation” includes amended and restated articles of incorporation.

180.0103(3) (3) “Authorized shares” means the shares of all classes that a domestic corporation or foreign corporation is authorized to issue.

180.0103(3m) (3m) “Business” includes every trade, occupation, and profession.

180.0103(4) (4) “Conspicuous” means written so that a reasonable person against whom the writing is to operate should have noticed it, including printing in italics or boldface or contrasting color, or typing in capitals or with underlining.

180.0103(5) (5) “Corporation” or “domestic corporation,” except as used in sub. (9), means a corporation for profit that is not a foreign corporation and that is incorporated under or becomes subject to this chapter. “Corporation” or “domestic corporation” includes, to the extent provided under s. 180.1703, a corporation with capital stock but not organized for profit.

180.0103(6) (6) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.

180.0103(6m) (6m) “Department”, except in subs. (8) and (18), means the department of financial institutions.

180.0103(7) (7) “Distribution” means a direct or indirect transfer by a corporation of money or other property, other than its shares, or an incurrence of indebtedness by a corporation, to or for the benefit of its shareholders in respect to any of its shares, including but not limited to any of the following:

180.0103(7)(a) (a) A declaration or payment of a dividend.

180.0103(7)(b) (b) A purchase, redemption or other acquisition of shares.

180.0103(7)(c) (c) A distribution of evidences of indebtedness.

180.0103(7d) (7d) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state.

180.0103(7g) (7g) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

180.0103(7k) (7k) “Electronic signature” means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

180.0103(7m) (7m) “Electronic transmission” or “electronically transmitted” means Internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, or any other form or process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval, and reproduction of information by the recipient.

180.0103(8) (8) “Entity” means a person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a nonprofit or nonstock corporation; a limited partnership; a partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a business trust or common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

180.0103(8r) (8r) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state.

180.0103(9) (9) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state and whose governing law is other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.

180.0103(9m) (9m) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

180.0103(9r) (9r) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 180.0105 or the corresponding applicable law with respect to entities other than domestic corporations.

180.0103(10) (10) “Governmental subdivision” includes a county, city, village, town and special purpose district.

180.0103(11) (11) “Individual” includes the estate of an individual adjudicated incompetent or a deceased natural person.

180.0103(11e) (11e) “Investment company” means a corporation that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, if the corporation’s articles of incorporation state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.

180.0103(11g) (11g) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

180.0103(11i) (11i) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

180.0103(11m) (11m) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

180.0103(12) (12) “Principal office” means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 180.1622, that is designated as the principal office in its most recent annual report.

180.0103(12g) (12g) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

180.0103(12m) (12m) “Qualified new business venture” means a foreign corporation that is certified under s. 238.15 (1).

180.0103(12r) (12r) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

180.0103(13) (13) “Record date” means the date established under s. 180.0623 (4), 180.0640 (2), 180.0702 (2), 180.0704 (4), 180.0705 (3) or 180.0707 on which a corporation determines the identity of its shareholders for purposes of this chapter.

180.0103(13m) (13m) “Registered agent” means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.

180.0103(14) (14) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

180.0103(15) (15) “Shares” means the units into which the proprietary interests in a corporation are divided.

180.0103(16) (16) “Signed” or “signature” includes the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol, with intent to authenticate a writing.

180.0103(16m) (16m) “State” means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

180.0103(17) (17) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

180.0103(17g) (17g) “Transfer” includes all of the following:

180.0103(17g)(a) (a) An assignment.

180.0103(17g)(b) (b) A conveyance.

180.0103(17g)(c) (c) A sale.

180.0103(17g)(d) (d) A lease.

180.0103(17g)(e) (e) An encumbrance, including a mortgage or security interest.

180.0103(17g)(f) (f) A gift.

180.0103(17g)(g) (g) A transfer by operation of law.

180.0103(17m) (17m) “Treasury shares” means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.

180.0103(18) (18) “United States” includes an authority, bureau, commission, department and any other agency of the United States.

180.0103(19) (19) “Voting group” means any of the following:

180.0103(19)(a) (a) All shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

180.0103(19)(b) (b) All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.

180.0103 History History: 1989 a. 303; 1991 a. 16, 221; 1993 a. 112; 1995 a. 27, 271; 1999 a. 9; 2001 a. 44, 104; 2005 a. 387, 441; 2015 a. 196; 2017 a. 156; 2021 a. 258.

180.0105 180.0105 Governing law.

180.0105(1) (1) The law of this state governs all of the internal affairs of a corporation.

180.0105(2) (2) The fact that one or more shareholders of a corporation are, or are not, subject to tax on the income of the corporation shall have no effect on the application of the law of this state under sub. (1) other than as a fact to be taken into account in the application of such law.

180.0105 History History: 2021 a. 258.

180.0112 180.0112 Delivery of a record.

180.0112(1) (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

180.0112(2) (2) Delivery to the department is effective only when a record is received by the department.

180.0112 History History: 2021 a. 258.

180.0120 180.0120 Filing requirements.

180.0120(1) (1) Subject to sub. (4), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

180.0120(1)(a) (a) Contain the information required by this chapter, although it may also contain other information.

180.0120(1)(c) (c) Be in the English language, except that:

180.0120(1)(c)1. 1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.

180.0120(1)(c)2. 2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.

180.0120(1)(d) (d) Contain the name of the drafter, if required by s. 182.01 (3).

180.0120(1)(e) (e) Be executed in accordance with sub. (3).

180.0120(1)(f) (f) Be on the form prescribed by the department if the document is described in s. 180.0121 (1).

180.0120(1)(g) (g) Be delivered to the department for filing and be accompanied by one exact or conformed copy unless and to the extent the department permits electronic delivery of records.

180.0120(2) (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies are manually signed and satisfy this section.

180.0120(3) (3) 

180.0120(3)(a) (a) Any of the following persons may execute a document described in par. (am):

180.0120(3)(a)1. 1. An officer of the domestic corporation or foreign corporation.

180.0120(3)(a)2. 2. If directors have not been selected or the corporation has not been formed, an incorporator.

180.0120(3)(a)3. 3. If the domestic corporation or foreign corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, the fiduciary.