Chapter 180

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.

180.0202(1)(i) (i) The name and address of each incorporator.

180.0202(2) (2) The articles of incorporation may set forth other information, including but not limited to any of the following:

180.0202(2)(a) (a) The names and addresses of the natural persons who will serve as the initial directors.

180.0202(2)(b) (b) Provisions not inconsistent with law regarding:

180.0202(2)(b)1. 1. The purpose or purposes for which the corporation is organized.

180.0202(2)(b)2. 2. Managing the business and regulating the affairs of the corporation.

180.0202(2)(b)3. 3. Defining, limiting and regulating the powers of the corporation, its board of directors and its shareholders.

180.0202(2)(b)4. 4. A par value for authorized shares or classes or series of shares.

180.0202(2)(c) (c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

180.0202(3) (3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

180.0202(4) (4) If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

180.0202 History History: 1989 a. 303; 1991 a. 173; 1995 a. 271; 2021 a. 258.

180.0203 180.0203 Incorporation.

180.0203(1) (1) The corporate existence begins when the articles of incorporation become effective under s. 180.0123.

180.0203(2) (2) The department’s filing of the articles of incorporation is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

180.0203 History History: 1989 a. 303; 1995 a. 27.

180.0203 Annotation Chapter 180 does not preclude a corporation incorporated under ch. 180 from being organized as a nonprofit. De La Trinidad v. Capitol Indemnity Corporation, 2009 WI 8, 315 Wis. 2d 324, 759 N.W.2d 586, 07-0045.

180.0205 180.0205 Organization of corporation.

180.0205(1) (1) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.

180.0205(2) (2) 

180.0205(2)(a) (a) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:

180.0205(2)(a)1. 1. Elect directors and complete the organization of the corporation.

180.0205(2)(a)2. 2. Elect directors who will complete the organization of the corporation.

180.0205(2)(b) (b) Action required or permitted by this chapter by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

180.0205(3) (3) An organizational meeting may be held in or outside this state.

180.0205 History History: 1989 a. 303.

180.0206 180.0206 Bylaws.

180.0206(1) (1) The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation.

180.0206(2) (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.

180.0206 History History: 1989 a. 303.