Chapter 180

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.

180.0120(3)(am) (am) The documents to which par. (a) applies are the following:

180.0120(3)(am)1. 1. Articles of incorporation.

180.0120(3)(am)2. 2. An application for use of indistinguishable name.

180.0120(3)(am)3. 3. An application for registered name or renewal of registered name.

180.0120(3)(am)4. 4. A statement of change of registered office.

180.0120(3)(am)5. 5. A director or principal officer statement under s. 180.0860 (1).

180.0120(3)(am)6. 6. Amendment of articles of incorporation.

180.0120(3)(am)7. 7. Restatement of articles of incorporation with or without amendment of articles.

180.0120(3)(am)8. 8. Articles of merger, conversion, interest exchange, or domestication.

180.0120(3)(am)9. 9. Articles of dissolution.

180.0120(3)(am)10. 10. Articles of revocation of dissolution.

180.0120(3)(am)11. 11. An application for reinstatement following administrative dissolution.

180.0120(3)(am)12. 12. An application for certificate of authority.

180.0120(3)(am)13. 13. An application for amended certificate of authority.

180.0120(3)(am)14. 14. An application for certificate of withdrawal.

180.0120(3)(am)15. 15. An annual report of a domestic corporation or foreign corporation.

180.0120(3)(am)16. 16. Articles of correction.

180.0120(3)(c) (c) The person executing a document shall sign it and, beneath or opposite the signature, state his or her name and the capacity in which he or she signs. The document may but need not contain any of the following:

180.0120(3)(c)1. 1. The corporate seal.

180.0120(3)(c)2. 2. An attestation by the secretary or an assistant secretary of the domestic corporation or foreign corporation.

180.0120(3)(c)3. 3. An acknowledgment, verification or proof.

180.0120(4) (4) The department may waive any of the requirements of subs. (1) to (3) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial.

180.0120(5) (5) If law other than this chapter prohibits the disclosure by the department of information contained in a document delivered to the department for filing, the department shall file the document if the document otherwise complies with this chapter but may redact the information.

180.0120(6) (6) When a document is delivered to the department for filing, any fee required under s. 180.0122 and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

180.0120 History History: 1989 a. 303; 1991 a. 16; 1993 a. 323; 1995 a. 27; 2021 a. 258.

180.0121 180.0121 Forms.

180.0121(1) (1) 

180.0121(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:

180.0121(1)(a)1. 1. A foreign corporation’s application for a certificate of authority to transact business in this state under s. 180.1503.

180.0121(1)(a)2. 2. A foreign corporation’s application for a certificate of withdrawal under s. 180.1520.

180.0121(1)(a)3. 3. A domestic corporation’s or foreign corporation’s annual report under s. 180.1622 and a service corporation’s annual report under s. 180.1921.

180.0121(1)(a)4. 4. An application for articles of conversion under s. 180.1161 (5).

180.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under ss. 180.1503, 180.1520, 180.1622 and 180.1921, respectively.

180.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.

180.0121(2) (2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

180.0121 History History: 1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

180.0122 180.0122 Filing and service fees.

180.0122(1g) (1g) Subject to subs. (1m) and (3), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. Any fee under this subsection shall be established by the department by rule. The department may also collect the fee established under s. 182.01 (4) (b) in connection with any request for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under s. 180.0128 (4).

180.0122(1m) (1m) Except as provided under sub. (5), the department shall collect the following fees when the records described in this subsection are delivered to the department for filing or, under pars. (e) and (f), the telephone applications are made:

180.0122(1m)(a) (a) Articles of incorporation, $100.