Chapter 180

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.

180.0302 History History: 1989 a. 303.

180.0302 Annotation A corporation under this chapter cannot offer general trust services to the public, notwithstanding compliance with s. 223.105. 78 Atty. Gen. 153.

180.0303 180.0303 Emergency powers.

180.0303(1) (1) In this section, “emergency” has the meaning given in s. 180.0207 (1).

180.0303(2) (2) In anticipation of or during an emergency, the board of directors of a corporation may do all of the following:

180.0303(2)(a) (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.

180.0303(2)(b) (b) Relocate the principal office or designate alternative principal offices or regional offices, or authorize the officers to do so.

180.0303(3) (3) Unless emergency bylaws adopted under s. 180.0207 provide otherwise, all of the following apply to a meeting of the board of directors during an emergency:

180.0303(3)(a) (a) Notwithstanding s. 180.0822 (2), the corporation need give notice of the meeting only to those directors whom it is practicable to reach, and the corporation may give notice in any practicable manner, including by publication and radio.

180.0303(3)(b) (b) Notwithstanding s. 180.0824 (1) and (2), one or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

180.0303(4) (4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in anticipation of or during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

180.0303 History History: 1989 a. 303; 1991 a. 16.

180.0304 180.0304 Lack of corporate power.

180.0304(1) (1) Except as provided in sub. (2), the validity of any corporate action or any conveyance or transfer of property to or by the corporation may not be challenged on the ground that the corporation lacks or lacked power to act.

180.0304(2) (2) A corporation’s power to act may be challenged in any of the following proceedings:

180.0304(2)(a) (a) In a proceeding by a shareholder against the corporation to enjoin the act.

180.0304(2)(b) (b) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.

180.0304(2)(c) (c) In a proceeding by the attorney general under s. 180.1430 (1).

180.0304(3) (3) In a shareholder’s proceeding under sub. (2) (a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and the court may award damages for loss, other than loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

180.0304 History History: 1989 a. 303.

subch. IV of ch. 180 SUBCHAPTER IV

NAME

180.0401 180.0401 Corporate name.

180.0401(1) (1) 

180.0401(1)(a) (a) The corporate name of a corporation:

180.0401(1)(a)1. 1. Shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language, except as provided in par. (b) or s. 180.1907.

180.0401(1)(a)2. 2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by s. 180.0301 and its articles of incorporation.

180.0401(1)(a)3. 3. May not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

180.0401(1)(b) (b) A corporation in existence on January 1, 1991, need not change its name to comply with par. (a) 1.

180.0401(2) (2) 

180.0401(2)(a) (a) Except as provided in subs. (3) and (4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:

180.0401(2)(a)1. 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

180.0401(2)(a)2. 2. Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402, 181.0403 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

180.0401(2)(a)3. 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

180.0401(2)(a)4. 4. The fictitious name adopted by a foreign corporation or a foreign nonstock corporation authorized to transact business in this state.

180.0401(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

180.0401(2)(b) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in sub. (1) (a) 1. or of the words “limited partnership”, “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.

180.0401(3) (3) A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in sub. (2). The department shall authorize use of the name applied for if any of the following occurs:

180.0401(3)(a) (a) The other corporation or the foreign corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited partnership, general cooperative association, or limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

180.0401(3)(b) (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

180.0401(3m) (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation,” “Corp.,” “incorporated,” “Inc.,” “service corporation,” “SC,” “Limited,” “Ltd.,” “limited partnership,” “LP,” “limited liability partnership,” “LLP,” “limited liability limited partnership,” “LLLP,” “registered limited liability limited partnership,” “RLLLP,” “limited liability company,” “LLC,” “cooperative association,” or “cooperative,” or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

180.0401(4) (4) A corporation may use in this state the name, including the fictitious name, that is used in this state by another domestic corporation or a foreign corporation authorized to transact business in this state, or by a limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the corporation proposing to use the name has done any of the following:

180.0401(4)(a) (a) Merged with the other entity.

180.0401(4)(b) (b) Been formed by reorganization of the other entity.