Chapter 180

180.1430 Annotation As used in sub. (2) (b), “oppressive conduct” means: 1) burdensome, harsh, and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or 2) a visual departure from the standards of fair dealing, and a violation of fair play to which every shareholder who entrusts money to the company is entitled to rely. Jorgensen v. Water Works, Inc., 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.

180.1430 Annotation To bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73, 242 Wis. 2d 278, 626 N.W.2d 302, 99-0838.

180.1430 Annotation Lights On: Litigating Shareholder Disputes. Nickels & Lynch. Wis. Law. June 2014.

180.1431 180.1431 Procedure for judicial dissolution.

180.1431(1) (1) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

180.1431(2) (2) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver pendente lite with all the powers and duties that the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.

180.1431 History History: 1989 a. 303.

180.1432 180.1432 Receivership.

180.1432(1) (1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver. The court appointing a receiver has exclusive jurisdiction over the corporation and all of its property wherever located.

180.1432(2) (2) The court may appoint as a receiver a natural person, a domestic corporation or a foreign corporation authorized to transact business in this state. The court may require the receiver to post bond, with or without sureties, in an amount that the court directs.

180.1432(3) (3) The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, the receiver may do any of the following:

180.1432(3)(a) (a) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court.

180.1432(3)(b) (b) Sue and defend in the receiver’s name as receiver of the corporation in all courts of this state.

180.1432(4) (4) The court from time to time during the receivership may order compensation and expense disbursements or reimbursements made to the receiver and the receiver’s counsel from the assets of the corporation or proceeds from the sale of the assets.

180.1432 History History: 1989 a. 303.

180.1433 180.1433 Decree of dissolution.

180.1433(1) (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the department for filing.

180.1433(2) (2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with s. 180.1405 and the notification of claimants in accordance with ss. 180.1406 and 180.1407.

180.1433 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27.

180.1440 180.1440 Delivery to secretary of revenue. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation and are unclaimed shall be reduced to cash and shall be reported and delivered to the secretary of revenue as provided under ch. 177.

180.1440 History History: 1989 a. 303; 2013 a. 20.

subch. XV of ch. 180 SUBCHAPTER XV

FOREIGN CORPORATIONS

180.1501 180.1501 Authority to transact business required.

180.1501(1) (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.

180.1501(2) (2) Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:

180.1501(2)(a) (a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.

180.1501(2)(b) (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.

180.1501(2)(c) (c) Maintaining bank accounts.

180.1501(2)(d) (d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s securities or maintaining trustees or depositaries with respect to those securities.

180.1501(2)(e) (e) Selling through independent contractors.

180.1501(2)(f) (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

180.1501(2)(g) (g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.

180.1501(2)(h) (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

180.1501(2)(i) (i) Owning, without more, property.

180.1501(2)(j) (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

180.1501(2)(k) (k) Transacting business in interstate commerce.

180.1501 History History: 1989 a. 303; 1995 a. 27.

180.1502 180.1502 Consequences of transacting business without authority.

180.1502(1) (1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

180.1502(2) (2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under s. 180.1501, nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

180.1502(3) (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

180.1502(4) (4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.

180.1502(5) (5) 

180.1502(5)(a) (a) A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following:

180.1502(5)(a)1. 1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by s. 180.1501 and thereafter filed all reports required by this chapter.

180.1502(5)(a)2. 2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.

180.1502(5)(b) (b) The foreign corporation shall pay the amount owed under par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation’s obligation to pay to the department any amount owed under this subsection.

180.1502 History History: 1989 a. 303; 1995 a. 27.

180.1503 180.1503 Application for certificate of authority.

180.1503(1) (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall set forth all of the following:

180.1503(1)(a) (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies s. 180.1506.

180.1503(1)(b) (b) The name of the state or country under whose law it is incorporated.

180.1503(1)(c) (c) Its date of incorporation and period of duration.

180.1503(1)(d) (d) The street address of its principal office.

180.1503(1)(e) (e) The address of its registered office in this state and the name and e-mail address of its registered agent at that office.

180.1503(1)(f) (f) The name and usual business address of each of its current directors and officers.

180.1503(1)(g) (g) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.

180.1503(1)(h) (h) A statement of the aggregate number of its issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.

180.1503(1)(i) (i) The amount of paid-in capital and the number and value of shares of capital stock issued without par value. The value of capital stock without par value, for the purpose of such statement and for the purpose of computing filing fees if the foreign corporation is not a qualified new business venture, shall be taken as the amount by which the entire property of the foreign corporation exceeds its liabilities other than such capital stock without par value, but each share of the capital stock without par value shall be deemed to be of the value of not less than $10.

180.1503(1)(j) (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department considers proper in order to determine the accuracy of the application submitted under this section.

180.1503(2) (2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.

180.1503 History History: 1989 a. 303; 1993 a. 214; 1995 a. 27; 2017 a. 156; 2021 a. 258.

180.1504 180.1504 Amended certificate of authority.

180.1504(1) (1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following:

180.1504(1)(a) (a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.

180.1504(1)(b) (b) Its date of incorporation or the period of its duration.

180.1504(1)(c) (c) The state or country of its incorporation.

180.1504(2) (2) The requirements of s. 180.1503 (1) (a) to (h) and (2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.

180.1504 History History: 1989 a. 303; 1991 a. 16; 1993 a. 214; 1995 a. 27; 2001 a. 44.

180.1505 180.1505 Effect of certificate of authority.

180.1505(1) (1) A certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state, subject to the right of the state to revoke the certificate under ss. 180.1530 to 180.1532.

180.1505(2) (2) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.

180.1505(3) (3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.

180.1505 History History: 1989 a. 303.

180.1506 180.1506 Corporate name of foreign corporation.

180.1506(1) (1) If the corporate name of a foreign corporation is not available under sub. (2), the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if it delivers to the department for filing a copy of the resolution of its board of directors, certified by any of its officers, adopting the fictitious name.

180.1506(2) (2) 

180.1506(2)(a) (a) Except as authorized by sub. (3) or (4), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the department from all of the following names:

180.1506(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.

180.1506(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.

180.1506(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.

180.1506(2)(a)4. 4. The fictitious name of another foreign corporation or nonstock corporation authorized to transact business in this state.

180.1506(2)(a)9. 9. Any name of a limited liability partnership whose statement of qualification is in effect.

180.1506(2)(b) (b) The corporate name of a foreign 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 s. 180.0401 (1) (a) 1. or of the words “limited partnership”, “registered limited liability partnership,” “limited liability partnership”, “cooperative” or “limited liability company” or an abbreviation of these words.

180.1506(3) (3) A foreign corporation may apply to the department for authorization to use in this state 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:

180.1506(3)(a) (a) The other foreign corporation or the domestic corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, registered foreign limited liability 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.

180.1506(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.

180.1506(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.