Chapter 180

180.1510(4)(a)3. 3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

180.1510(4)(b) (b) Except as provided in s. 180.1531 (2m) (b), if the address of the foreign corporation’s principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation’s principal office or registered office, as most recently designated in the records of the department, is located.

180.1510(5) (5) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.

180.1510 History History: 1989 a. 303; 1995 a. 27; 2011 a. 234; 2021 a. 258.

180.1510 Annotation Appointing a registered agent does not signify consent to general personal jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.

180.1520 180.1520 Withdrawal of foreign corporation.

180.1520(1) (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department.

180.1520(2) (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following:

180.1520(2)(a) (a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

180.1520(2)(b) (b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.

180.1520(2)(c) (c) A statement whether it revokes the authority of its registered agent to accept service on its behalf and, in any event, that it consents to service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.

180.1520(2)(d) (d) The mailing address of its principal office, if different from that shown on its most recent annual report.

180.1520(2)(e) (e) A commitment to notify the department in the future of any change in the mailing address of its principal office.

180.1520(2)(f) (f) The highest proportion of its capital which is or was represented in this state by its property located and business transacted in this state at any time since its last fee payment on its capital representation. The proportion of capital employed in this state shall be computed as provided under s. 180.1622 (1) (i) except that reference shall be to the current year rather than the preceding one. This paragraph does not apply to a qualified new business venture.

180.1520 History History: 1989 a. 303; 1995 a. 27; 2017 a. 156; 2021 a. 258.

180.1530 180.1530 Grounds for revocation.

180.1530(1) (1) Except as provided in sub. (1m), the department may bring a proceeding under s. 180.1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following applies:

180.1530(1)(a) (a) The foreign corporation does not have on file its annual report with the department within 4 months after it is due.

180.1530(1)(b) (b) The foreign corporation does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.

180.1530(1)(c) (c) The foreign corporation is without a registered agent or registered office in this state for at least 6 months.

180.1530(1)(d) (d) The foreign corporation does not notify the department under s. 180.1508 or 180.1509 within 6 months that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued.

180.1530(1)(e) (e) The foreign corporation obtained its certificate of authority through fraud or its application for certificate of authority contains fraudulent or materially false information.

180.1530(1)(f) (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger or other event.

180.1530(1)(g) (g) The foreign corporation violates s. 940.302 (2) or 948.051 (2).

180.1530(1m) (1m) If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall revoke the foreign corporation’s certificate of authority under s. 180.1531 (2) (b).

180.1530(2) (2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign corporation’s certificate of authority under s. 180.1531 (2) (b).

180.1530 History History: 1989 a. 303, 359; 1993 a. 35, 214; 1995 a. 27; 2001 a. 44; 2007 a. 116; 2021 a. 258.

180.1531 180.1531 Procedure for and effect of revocation.

180.1531(1) (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign corporation under s. 180.0141 notice of the determination. The notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2) (2) 

180.1531(2)(a) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall, with respect to each ground for revocation, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

180.1531(2)(b) (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation’s certificate of authority. The department shall enter a notation in its records to reflect each ground for revocation and the effective date of revocation and shall give the corporation notice of those facts. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered office of the foreign corporation.

180.1531(2)(c) (c)

180.1531(2)(c)1. 1. The department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

180.1531(2)(c)1.a. a. Corrects each ground for revocation.

180.1531(2)(c)1.b. b. Pays any fees or penalties due the department under s. 180.1502 (5) (a) or $5,000, whichever is less.

180.1531(2)(c)1m. 1m. Upon reinstatement of a corporation’s certificate of authority under subd. 1., the department shall enter a notation in its records revising the notation specified in par. (b) to reflect cancellation of the revocation and reinstatement of the corporation’s certificate of authority. The notation shall state the effective date of reinstatement. The department shall provide notice of the reinstatement to the corporation or its registered agent.

180.1531(2)(c)2. 2. When the reinstatement under this section is effective, all of the following shall apply:

180.1531(2)(c)2.a. a. Except as provided in subd. 2. b., the reinstatement relates back to and takes effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

180.1531(2)(c)2.b. b. The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

180.1531(2m) (2m) 

180.1531(2m)(a) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Except as provided under par. (b), this notice shall be in writing and addressed to the principal office of the foreign corporation.

180.1531(2m)(b) (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation’s principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department’s Internet site.

180.1531(3) (3) The authority of a foreign corporation to transact business in this state, other than as provided in s. 180.1501 (2), ends on the date shown on the certificate revoking its certificate of authority.

180.1531(4) (4) If the department or a court revokes a foreign corporation’s certificate of authority, the foreign corporation may be served under s. 180.1510 (3) and (4) or the foreign corporation’s registered agent may be served until the registered agent’s authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign corporation was authorized to transact business in this state.

180.1531(5) (5) Revocation of a foreign corporation’s certificate of authority does not terminate the authority of its registered agent.

180.1531 History History: 1989 a. 303; 1991 a. 269; 1993 a. 35; 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.

180.1532 180.1532 Appeal from revocation.

180.1532(1) (1) A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). To appeal, the foreign corporation shall petition the court to set aside the revocation and attach to the petition copies of its certificate of authority and the department’s notice of revocation.

180.1532(2) (2) The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

180.1532(3) (3) The court’s final decision may be appealed as in other civil proceedings.

180.1532 History History: 1989 a. 303; 1995 a. 27; 2001 a. 44; 2021 a. 258.

subch. XVI of ch. 180 SUBCHAPTER XVI

RECORDS AND REPORTS

180.1601 180.1601 Corporate records.

180.1601(1) (1) A corporation shall keep as permanent records any of the following that has been prepared:

180.1601(1)(a) (a) Minutes of meetings of its shareholders and board of directors.

180.1601(1)(b) (b) Records of actions taken by the shareholders or board of directors without a meeting.

180.1601(1)(c) (c) Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation.

180.1601(2) (2) A corporation shall maintain appropriate accounting records.

180.1601(3) (3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder.

180.1601(4) (4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

180.1601 History History: 1989 a. 303.

180.1602 180.1602 Inspection of records by shareholders.

180.1602(1) (1) In this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner’s behalf.

180.1602(1m) (1m) Except as provided in sub. (4), a shareholder of a corporation may inspect and copy the corporation’s bylaws, if any, as then in effect, during regular business hours at the corporation’s principal office. To inspect bylaws under this subsection, the shareholder shall give the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the bylaws.

180.1602(2) (2) 

180.1602(2)(a) (a) Except as provided in par. (c) and sub. (4), a shareholder of a corporation who satisfies par. (b) may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:

180.1602(2)(a)1. 1. Excerpts from any minutes or records that the corporation is required to keep as permanent records under s. 180.1601 (1).

180.1602(2)(a)2. 2. Accounting records of the corporation.

180.1602(2)(a)3. 3. The record of shareholders, except as provided in s. 180.1603 (3).

180.1602(2)(b) (b) To inspect and copy any of the records under par. (a), the shareholder must satisfy all of the following requirements:

180.1602(2)(b)1. 1. The shareholder has been a shareholder of the corporation for at least 6 months before his or her demand under subd. 2., or the shareholder holds at least 5 percent of the outstanding shares of the corporation.

180.1602(2)(b)2. 2. The shareholder gives the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the records.

180.1602(2)(b)3. 3. The shareholder’s demand is made in good faith and for a proper purpose.

180.1602(2)(b)4. 4. The shareholder describes with reasonable particularity his or her purpose and the records that he or she desires to inspect.

180.1602(2)(b)5. 5. The records are directly connected with his or her purpose.

180.1602(2)(c) (c) A person that has delivered the resolution under s. 180.1150 (4) may, by giving written notice to the resident domestic corporation, as defined in s. 180.1150 (1) (c), that complies with s. 180.0141, inspect and copy the record of shareholders of the resident domestic corporation, in person or by agent or attorney at any reasonable time for the purpose of communicating with the shareholders in connection with the special shareholders’ meeting under s. 180.1150 (5).

180.1602(3) (3) The rights under this section may not be abolished or limited by the domestic corporation’s articles of incorporation or bylaws.

180.1602(4) (4) This section does not affect any of the following:

180.1602(4)(a) (a) The right of a shareholder to inspect records under s. 180.0720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant.

180.1602(4)(b) (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

180.1602 History History: 1989 a. 303; 1995 a. 400; 1997 a. 27.

180.1602 Annotation Under s. 180.43 (2) (a) [now sub. (2) (b) 3.], a court’s inquiry does not end whenever a shareholder states any proper purpose for an inspection demand. The court is required to conduct an inquiry into the bona fides of a shareholder’s demand. Advance Concrete Form v. Accuform, 158 Wis. 2d 334, 462 N.W.2d 271 (Ct. App. 1990).

180.1602 Annotation It is proper for parties to make inspection requests in order to value their shares. A record is “directly connected” to the purpose of determining the book value of a share if the record assists in valuing the company. Dewey v. Bechthold, 387 F. Supp. 3d 919 (2019).

180.1603 180.1603 Scope of inspection right.

180.1603(1) (1) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder whom he or she represents.

180.1603(2) (2) Except as provided in ss. 180.0720 (4) and 180.1604 (2), the corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.

180.1603(3) (3) Instead of allowing a shareholder to inspect and copy its record of shareholders under s. 180.1602 (2) (a) 3., the corporation may provide the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand.