Chapter 180

180.1009 180.1009 Effect of amendment.

180.1009(1) (1) An amendment to a corporation’s articles of incorporation, including a restatement of its articles of incorporation under s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:

180.1009(1)(a) (a) A cause of action existing against or in favor of the corporation.

180.1009(1)(b) (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.

180.1009(1)(c) (c) The existing rights of persons other than shareholders of the corporation.

180.1009(2) (2) An amendment, or a restatement including an amendment, changing a corporation’s name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.

180.1009 History History: 1989 a. 303.

180.1020 180.1020 Amendment of bylaws by board of directors or shareholders.

180.1020(1) (1) A corporation’s board of directors may amend or repeal the corporation’s bylaws or adopt new bylaws except to the extent that any of the following applies:

180.1020(1)(a) (a) The articles of incorporation, s. 180.1021 (2) or 180.1022 (1) (a) or any other provision of this chapter reserve that power exclusively to the shareholders.

180.1020(1)(b) (b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.

180.1020(2) (2) A corporation’s shareholders may amend or repeal the corporation’s bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation’s bylaws or adopt new bylaws.

180.1020 History History: 1989 a. 303.

180.1021 180.1021 Bylaw fixing quorum or voting requirements for shareholders.

180.1021(1) (1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.

180.1021(2) (2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub. (1) may not be adopted, amended or repealed by the board of directors.

180.1021 History History: 1989 a. 303.

180.1022 180.1022 Bylaw fixing quorum or voting requirements for directors.

180.1022(1) (1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:

180.1022(1)(a) (a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub. (2).

180.1022(1)(b) (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

180.1022(2) (2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

180.1022(3) (3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under sub. (2).

180.1022 History History: 1989 a. 303.

subch. XI of ch. 180 SUBCHAPTER XI

MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION

180.1100 180.1100 Definitions. In this subchapter:

180.1100(1c) (1c) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

180.1100(1e) (1e) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

180.1100(1g) (1g) “Business entity” means a domestic business entity and a foreign business entity.

180.1100(1j) (1j) “Constituent entity” means a merging entity or a surviving entity in a merger.

180.1100(1m) (1m) “Conversion” means a transaction authorized by s. 180.1161.

180.1100(1o) (1o) “Converted entity” means the converting entity as it continues in existence after a conversion.

180.1100(1q) (1q) “Converting entity” means an entity that engages in a conversion.

180.1100(1s) (1s) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

180.1100(1u) (1u) “Domesticating entity” means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

180.1100(1w) (1w) “Domestication” means a transaction authorized by ss. 180.1171 to 180.1175.

180.1100(2) (2) “Domestic business entity” means a corporation, a limited liability company, as defined in s. 183.0102 (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

180.1100(3) (3) “Foreign business entity” means a foreign limited liability company, as defined in s. 183.0102 (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

180.1100(4) (4) “Interest” means any of the following:

180.1100(4)(a) (a) A share in a business corporation.

180.1100(4)(b) (b) A membership in a nonprofit or nonstock corporation.

180.1100(4)(c) (c) A partnership interest in a general partnership.

180.1100(4)(d) (d) A partnership interest in a limited partnership.

180.1100(4)(e) (e) A membership interest in a limited liability company.

180.1100(4)(f) (f) A membership interest or stock in a general cooperative association.

180.1100(4)(g) (g) A membership interest in a limited cooperative association.

180.1100(4)(h) (h) A membership in an unincorporated association.

180.1100(4)(i) (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

180.1100(4)(j) (j) A comparable interest in any other type of unincorporated entity.

180.1100(5) (5) “Interest exchange” means a transaction authorized by s. 180.1102.

180.1100(6) (6) “Interest holder” means any of the following:

180.1100(6)(a) (a) A shareholder of a business corporation.

180.1100(6)(b) (b) A member of a nonprofit or nonstock corporation.

180.1100(6)(c) (c) A general partner of a general partnership.

180.1100(6)(d) (d) A general partner of a limited partnership.

180.1100(6)(e) (e) A limited partner of a limited partnership.

180.1100(6)(f) (f) A member of a limited liability company.

180.1100(6)(g) (g) A member or stockholder of a general cooperative association.

180.1100(6)(h) (h) A member of a limited cooperative association.

180.1100(6)(i) (i) A member of an unincorporated association.

180.1100(6)(j) (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

180.1100(6)(k) (k) Any other direct holder of an interest.

180.1100(7) (7) “Interest holder liability” means any of the following:

180.1100(7)(a) (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

180.1100(7)(a)1. 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

180.1100(7)(a)2. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

180.1100(7)(b) (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

180.1100(8) (8) “Merger” means a transaction authorized by s. 180.1101.

180.1100(9) (9) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

180.1100(10) (10) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

180.1100(11) (11) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:

180.1100(11)(a) (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

180.1100(11)(b) (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

180.1100(11)(c) (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

180.1100(11)(d) (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

180.1100(11)(e) (e) For a business trust, its agreement of trust and declaration of trust.

180.1100(11)(f) (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

180.1100(12) (12) “Plan” means a plan of merger under s. 180.11012, a plan of interest exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of domestication under s. 180.1172.

180.1100(13) (13) “Surviving entity” means the entity that continues in existence after or is created by a merger.

180.1100(14) (14) “Type of entity” means a generic form of entity that is any of the following:

180.1100(14)(a) (a) Recognized at common law.

180.1100(14)(b) (b) Recognized under a governing law.

180.1100 History History: 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.11001 180.11001 Relationship of subchapter to other laws.

180.11001(1) (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

180.11001(2) (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

180.11001 History History: 2021 a. 258.

180.11002 180.11002 Existing purpose.