Chapter 180

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.

180.1603 History History: 1989 a. 303.

180.1604 180.1604 Court-ordered inspection.

180.1604(1) (1) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any record described in s. 180.1602 (1m) or (2), the shareholder who complies with s. 180.1602 (1m) or (2), as applicable, may apply to the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. 

180.1604(2) (2) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s costs and expenses, including reasonable attorney fees, notwithstanding s. 814.04 (1), incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. The order shall also specify whether the corporation may impose a charge under s. 180.1603 (2) for copying the records demanded.

180.1604(3) (3) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

180.1604(4) (4) Notwithstanding sub. (1) and s. 180.1602 (2), the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located may, in the proper exercise of its discretion, order the corporation to permit a shareholder of the corporation to inspect and copy any of the records described in s. 180.1602 (2) (a) 1. to 3., irrespective of the period of time during which the shareholder has been a shareholder or the number of shares that he or she owns, if the shareholder proves in a proceeding by the shareholder that he or she satisfies s. 180.1602 (2) (b) 3., 4. and 5.

180.1604 History History: 1989 a. 303; 1995 a. 400; 2021 a. 239.

180.1620 180.1620 Financial statements for shareholders.

180.1620(1) (1) Within 120 days after the close of each fiscal year, a corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

180.1620(2) (2) On written request from any shareholder, the corporation shall mail him or her the latest financial statements.

180.1620 History History: 1989 a. 303.

180.1622 180.1622 Annual report for department of financial institutions.

180.1622(1) (1) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the department an annual report that states all of the following:

180.1622(1)(a) (a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated.

180.1622(1)(b) (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

180.1622(1)(c) (c) The e-mail address and street address of its principal office.

180.1622(1)(d) (d) The name and business street address of each director and principal officer.

180.1622(1)(e) (e) A brief description of the nature of its business.

180.1622(1)(f) (f) The total number of authorized shares, itemized by class and series, if any, within each class. A foreign corporation shall itemize the total number of authorized shares by par value of shares and shares without par value. An investment company that has an indefinite number of authorized shares shall state that it has declared an indefinite number of authorized shares.

180.1622(1)(g) (g) The total number of issued and outstanding shares, itemized by class and series, if any, within each class and, with respect to a foreign corporation, by par value of shares and shares without par value.

180.1622(1)(h) (h) With respect to a foreign corporation, 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 capital stock without par value shall be deemed to be of the value of not less than $10.

180.1622(1)(i) (i) With respect to a foreign corporation, the proportion of the capital represented in this state by its property located and business transacted in this state during the preceding year. The proportion of capital employed in the state shall be computed by taking the gross business of the foreign corporation in the state and adding the same to the value of its property located in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of its total gross business of said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. The department may demand, as a condition precedent to the filing of the annual report, such further information and statements as the department considers proper in order to determine the accuracy of the report submitted.

180.1622(2) (2) 

180.1622(2)(a) (a) Information in the annual report shall be current as of the date the report is signed by the domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation’s fiscal year immediately before the date by which the annual report is required to be delivered to the department.

180.1622(2)(b) (b) Information in the annual report shall be current as of the date the report is signed by the foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation’s fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the department.

180.1622(3) (3) 

180.1622(3)(a) (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.

180.1622(3)(b) (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.

180.1622(4) (4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 180.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 180.0141 (5), the annual report is timely filed.

180.1622(5) (5) An annual report is effective on the date that it is filed by the department.

180.1622(6) (6) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 180.0502 or 180.1508.

180.1622 History History: 1989 a. 303; 1991 a. 269; 1993 a. 35; 1995 a. 27, 271; 2017 a. 156; 2021 a. 258.

subch. XVII of ch. 180 SUBCHAPTER XVII

APPLICATION OF THIS CHAPTER

180.1701 180.1701 Definition. In this subchapter, “shares of a preexisting class” means shares of a class for which shares were authorized before January 1, 1991, whether the shares were issued before, on or after January 1, 1991.

180.1701 History History: 1989 a. 303.

180.1703 180.1703 Application to domestic corporations. Except as provided in ss. 180.1705 to 180.1708, beginning on January 1, 1991, this chapter applies to all of the following:

180.1703(1) (1) Except as provided in sub. (2), any domestic corporation with capital stock, regardless of when it was organized and whether for profit or not, but a domestic corporation organized under provisions other than those in this chapter and corresponding prior general corporation laws is subject to this chapter only to the extent that it is not inconsistent with those provisions.

180.1703(2) (2) Any domestic corporation with capital stock but not organized for profit that was organized before July 1, 1953, under the general corporation laws or any special statute or law of this state and that has not elected to be subject to ch. 181, only to the extent that the provisions of this chapter are not inconsistent with the articles of incorporation or form of organization of the domestic corporation or with any provisions elsewhere in the statutes or under any special law relating to the domestic corporation.

180.1703 History History: 1989 a. 303.

180.1704 180.1704 Application to foreign corporations. Except as provided in s. 180.1708, this chapter applies to all foreign corporations transacting business in this state on or after January 1, 1991. The enactment of this chapter does not require a foreign corporation authorized to transact business in this state on January 1, 1991, to obtain a new certificate of authority under subch. XV.

180.1704 History History: 1989 a. 303.

180.1704 Annotation As evidenced by the enactment of this section, the state has an interest in having its laws applied to corporations, and their officers and directors, transacting business within the state. Beloit Liquidating Trust v. Grade, 2004 WI 39, 270 Wis. 2d 356, 677 N.W.2d 298, 02-2035.

180.1705 180.1705 Existing preemptive rights preserved. Section 180.0630 does not apply to shares of a preexisting class. Except to the extent limited or denied by this section or by the articles of incorporation, shareholders of shares of a preexisting class have a preemptive right to acquire unissued shares or securities convertible into unissued shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation, all of the following apply to shareholders of shares of a preexisting class:

180.1705(1) (1) No preemptive rights exist to acquire any of the following:

180.1705(1)(a) (a) Any shares issued to directors, officers or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and consistent with a plan approved by such a vote of shareholders.

180.1705(1)(b) (b) Any shares, convertible securities or rights issued for a consideration other than cash.

180.1705(1)(c) (c) Treasury shares.

180.1705(2) (2) Holders of shares of any class that is preferred or limited as to dividends or assets are not entitled to any preemptive right.

180.1705(3) (3) Holders of shares of common stock are not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.

180.1705(4) (4) Holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power.

180.1705(5) (5) The preemptive right is only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.

180.1705 History History: 1989 a. 303; 1991 a. 16.

180.1706 180.1706 Certain voting requirements preserved.

180.1706(1) (1) Except to the extent that the corporation’s articles of incorporation are amended to provide that the voting requirements of s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) govern the shareholder vote required on a proposal concerning a subject covered by s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) if the corporation was organized before January 1, 1973, and has not expressly elected, before January 1, 1991, majority or greater affirmative voting requirements under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.

180.1706(2) (2) Except as provided in sub. (3), in lieu of the vote required by s. 180.1003 (3), 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2), whichever is applicable to the subject matter of a proposal, a proposal described in sub. (1) must be approved as follows:

180.1706(2)(a) (a) By the affirmative vote of the holders of two-thirds of the shares entitled to vote on the proposal, unless par. (b) applies.

180.1706(2)(b) (b) If any class or series of shares is entitled to vote on the proposal as a class, by the affirmative vote of all of the following:

180.1706(2)(b)1. 1. The holders of two-thirds of the shares of each class of shares and of each series entitled to vote as a class.

180.1706(2)(b)2. 2. The holders of two-thirds of the total shares entitled to vote on the proposal.

180.1706(3) (3) Whenever, with respect to a proposal described in sub. (1), the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series of shares, than is required by sub. (2), the provisions of the articles of incorporation shall control.

180.1706(4) (4) If a corporation has a bylaw in effect on December 31, 1990, that establishes a greater shareholder voting requirement than one required under this chapter, that voting requirement applies until the bylaw is amended or repealed.

180.1706 History History: 1989 a. 303; 1991 a. 16, 173; 2021 a. 258.

180.1707 180.1707 Certain class voting rights preserved.

180.1707(1) (1) Sections 180.1004 and 180.11032 (4) do not apply to shares of a preexisting class if a corporation in existence on January 1, 1991 provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004 and 180.11032 (4), govern whether shares of a preexisting class are entitled to vote as a class on a proposed amendment to the articles of incorporation or plan of merger.

180.1707(2) (2) 

180.1707(2)(a) (a) The holders of the outstanding shares of a preexisting class subject to this subsection may vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the articles of incorporation, if the amendment would do any of the following with respect to that class:

180.1707(2)(a)1. 1. Increase or decrease the aggregate number of authorized shares of the class, except a decrease of authorized but unissued shares of the class.

180.1707(2)(a)2. 2. Effect an exchange, reclassification or cancellation of all or part of the shares of the class, except a reclassification of unissued shares or treasury shares into shares of a subordinate and inferior class or a cancellation thereof.

180.1707(2)(a)3. 3. Effect or require an exchange or conversion, or create a right of exchange or conversion, of all or any part of the shares of another class into the shares of the class.

180.1707(2)(a)4. 4. Change in a manner prejudicial to the holders of outstanding shares of the class, the designations, preferences, limitations or relative rights of the shares of the class or of any other class.

180.1707(2)(a)5. 5. Change the shares of the class into a different number of shares of the same class or into the same or a different number of shares of another class or classes.

180.1707(2)(a)6. 6. Create a new class or enlarge an existing class of shares having rights or preferences prior or superior to the shares of the class, or increase the rights or preferences of any class having rights or preferences prior or superior to the shares of the class.

180.1707(2)(a)7. 7. In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series, or authorize the board of directors to fix and determine the designation and the relative rights and preferences of authorized but unissued shares of the series.

180.1707(2)(a)8. 8. Limit or deny any existing preemptive rights of the shares of the class.

180.1707(2)(a)9. 9. Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.

180.1707(2)(a)10. 10. Authorize the payment of a dividend in shares of the class.

180.1707(2)(b) (b) Whenever an amendment described in par. (a) shall affect the holders of shares of one or more but not all of the series of any preferred or special class of shares of a preexisting class that are at the time outstanding, the holders of the outstanding shares of the series affected thereby shall for the purposes of this section be considered a separate class and entitled to vote as a class on such amendment.

180.1707(3) (3) Shares of a preexisting class subject to this subsection may vote as a class on a plan of merger if the plan of merger contains any provision which, if contained in a proposed amendment to the articles of incorporation, would entitle the shares of a preexisting class to vote as a class.