Chapter 180

180.0126 180.0126 Appeal from department of financial institutions’ refusal to file document.

180.0126(1) (1) If the department refuses to file a document received by the department for filing, the domestic corporation or foreign corporation may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The domestic corporation or foreign corporation shall file the petition in the circuit court for the county where the domestic corporation’s or foreign corporation’s principal office or, if none in this state, its registered office is or will be located. The domestic corporation or foreign corporation shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.

180.0126(2) (2) The domestic corporation or foreign corporation shall file the petition under sub. (1) within 30 days after the department returns the document under s. 180.0125 (3) (a). If the department does not return the document within the period specified in s. 180.0125 (3) (b), the domestic corporation or foreign corporation shall file the petition within 30 days after the period specified in s. 180.0125 (3) (b) expires.

180.0126(3) (3) The court may summarily order the department to file the document or take other action that the court considers appropriate. The court’s final decision may be appealed as in other civil proceedings.

180.0126 History History: 1989 a. 303; 1995 a. 27; 1997 a. 35.

180.0127 180.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.

180.0127 History History: 1989 a. 303; 1995 a. 27.

180.0128 180.0128 Confirmation of status.

180.0128(1) (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or foreign corporation.

180.0128(2) (2) A certificate of status shall include all of the following information:

180.0128(2)(a) (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name and fictitious name, if any, used in this state.

180.0128(2)(b) (b) Whether each of the following is true:

180.0128(2)(b)1. 1. The domestic corporation is incorporated under the laws of this state, or the foreign corporation is authorized to transact business in this state.

180.0128(2)(b)3. 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 180.1622, or, if a service corporation, by s. 180.1921.

180.0128(2)(b)4. 4. The domestic corporation has not filed articles of dissolution.

180.0128(2)(b)5. 5. The foreign corporation has not applied for a certificate of withdrawal under s. 180.1520 and, if not, the effective date of its certificate of authority.

180.0128(2)(c) (c) The domestic corporation’s date of incorporation and the period of its duration if less than perpetual.

180.0128(3) (3) The certificate of status may include other facts of record in the department that are requested.

180.0128(4) (4) Upon request, the department shall issue, by telegraph, teletype, facsimile or other form of wire or wireless communication, a statement of status, which shall contain the information required in a certificate of status under sub. (2) and may contain any other information permitted under sub. (3).

180.0128(5) (5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

180.0128(6) (6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

180.0128 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27; 2021 a. 258.

180.0129 180.0129 Penalty for false document.

180.0129(1) (1) A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.

180.0129(2) (2) Whoever violates this section is guilty of a Class I felony.

180.0129 History History: 1989 a. 303; 1995 a. 27; 1997 a. 283; 2001 a. 109.

180.0141 180.0141 Knowledge; notice.

180.0141(1) (1) A person knows a fact if any of the following applies:

180.0141(1)(a) (a) The person has actual knowledge of the fact.

180.0141(1)(b) (b) The person is deemed to know the fact under law other than this chapter.

180.0141(2) (2) A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

180.0141(3) (3) Subject to s. 180.0504 or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

180.0141(4) (4) Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 180.1622, the address of the foreign corporation’s principal office may be determined from its application for a certificate of authority.

180.0141(5) (5) 

180.0141(5)(a) (a) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Except as provided in par. (b), written notice is effective at the earliest of the following:

180.0141(5)(a)1. 1. When received.

180.0141(5)(a)2. 2. Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

180.0141(5)(a)3. 3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

180.0141(5)(a)4. 4. For notices from the department, upon successful transmission by e-mail as provided in this chapter.

180.0141(5)(b) (b) Written notice by a domestic corporation or foreign corporation to its shareholder is effective under any of the following conditions:

180.0141(5)(b)1. 1. When mailed, but only if mailed postpaid and addressed to the shareholder’s address shown in the domestic corporation’s or foreign corporation’s current record of shareholders.

180.0141(5)(b)2. 2. When electronically transmitted to the shareholder in a manner authorized by the shareholder.

180.0141(5)(c) (c) Oral notice is effective when communicated.

180.0141(6) (6) 

180.0141(6)(a) (a) A person shall give notice in writing, except as provided in par. (b). For purposes of this section, notice by electronic transmission is written notice.

180.0141(6)(b) (b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.

180.0141(7) (7) Except as provided in s. 180.0721 (4) or unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person; by mail or other method of delivery; by telephone, including voice mail, answering machine or answering service; or by any other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

180.0141 History History: 1989 a. 303; 1999 a. 9; 2021 a. 258.

180.0142 180.0142 Number of shareholders.

180.0142(1) (1) For purposes of this chapter, any of the following constitute one shareholder if identified as a shareholder in a corporation’s current record of shareholders:

180.0142(1)(a) (a) Three or fewer co-owners.

180.0142(1)(b) (b) An entity.

180.0142(1)(c) (c) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.

180.0142(2) (2) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

180.0142 History History: 1989 a. 303.

180.0143 180.0143 Withdrawal of filed documents before effectiveness.

180.0143(1) (1) Except as otherwise provided in ss. 180.11031 (2) and (3) and 180.1173 (2), a document delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

180.0143(2) (2) A statement of withdrawal must satisfy all of the following:

180.0143(2)(a) (a) It must be signed by each person that signed the document being withdrawn, except as otherwise agreed by those persons.

180.0143(2)(b) (b) It must identify the document to be withdrawn.

180.0143(2)(c) (c) If signed by fewer than all the persons that signed the document being withdrawn, it must state that the document is withdrawn in accordance with the agreement of all the persons that signed the document.

180.0143(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original document does not take effect.

180.0143 History History: 2021 a. 258.

180.0144 180.0144 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

180.0144 History History: 2021 a. 258.

180.0145 180.0145 Forum selection provisions. The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation shall be brought solely and exclusively in the courts in this state.

180.0145 History History: 2021 a. 258.

subch. II of ch. 180 SUBCHAPTER II

INCORPORATION

180.0201 180.0201 Incorporators.

180.0201(1) (1) One or more persons may act as the incorporator or incorporators of a corporation.

180.0201(2) (2) Following the incorporation of a corporation, a majority of the corporation’s incorporators or their survivors may take any action permitted by this chapter to be taken by its incorporators.

180.0201 History History: 1989 a. 303.

180.0202 180.0202 Articles of incorporation.

180.0202(1) (1) The articles of incorporation shall include all of the following information:

180.0202(1)(a) (a) A statement that the corporation is incorporated under this chapter.

180.0202(1)(b) (b) A corporate name that satisfies s. 180.0401.

180.0202(1)(c) (c) The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.

180.0202(1)(d) (d) If more than one class of shares is authorized, all of the following:

180.0202(1)(d)1. 1. The distinguishing designation of each class.

180.0202(1)(d)2. 2. The number of shares of each class that the corporation is authorized to issue, except that an investment company may declare that each class has an indefinite number of authorized shares.

180.0202(1)(d)3. 3. Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class.

180.0202(1)(e) (e) If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series:

180.0202(1)(e)1. 1. The distinguishing designation of each series within a class.

180.0202(1)(e)2. 2. The number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares.

180.0202(1)(e)3. 3. The preferences, limitations and relative rights of that series.

180.0202(1)(f) (f) Any provision authorizing the board of directors to act under s. 180.0602 (1).

180.0202(1)(g) (g) Any provision granting or limiting preemptive rights.

180.0202(1)(h) (h) The street address of the corporation’s initial registered office and the name and e-mail address of its initial registered agent at that office.