Chapter 180

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.

180.0207 180.0207 Emergency bylaws.

180.0207(1) (1) In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors from being readily assembled.

180.0207(2) (2) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws that are effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including but not limited to the following:

180.0207(2)(a) (a) Procedures for calling a meeting of the board of directors.

180.0207(2)(b) (b) Quorum requirements for the meeting.

180.0207(2)(c) (c) Designation of additional or substitute directors.

180.0207(3) (3) Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

180.0207(4) (4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

180.0207 History History: 1989 a. 303.

subch. III of ch. 180 SUBCHAPTER III

PURPOSES AND POWERS

180.0301 180.0301 Purposes.

180.0301(1) (1) A corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of incorporation.

180.0301(2) (2) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if not prohibited by, and subject to all limitations of, the other statute.

180.0301 History History: 1989 a. 303.

180.0302 180.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including but not limited to power to do all of the following:

180.0302(1) (1) Sue and be sued, complain and defend in its corporate name.

180.0302(2) (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

180.0302(3) (3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.

180.0302(4) (4) Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.

180.0302(5) (5) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.

180.0302(6) (6) Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other entity.

180.0302(7) (7) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.

180.0302(8) (8) Lend money, invest and reinvest its funds and receive and hold property as security for repayment.

180.0302(9) (9) Be a promoter, partner, member, associate or manager of an entity.

180.0302(10) (10) Conduct its business, locate offices and exercise the powers granted by this chapter in or outside this state.

180.0302(11) (11) Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and, subject to s. 180.0832, lend them money and credit.

180.0302(12) (12) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents of the corporation and its subsidiaries.

180.0302(13) (13) Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.

180.0302(14) (14) Transact any lawful business that will aid governmental policy.

180.0302(15) (15) Make payments or donations, or do any other act, not prohibited by law, that furthers the business and affairs of the corporation.

180.0302(16) (16) Provide benefits or payments to directors, officers and employees of the corporation or its subsidiaries, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation or its subsidiaries.