Chapter 180

180.1829(1)(c) (c) A shareholder who did not vote in favor of an amendment to delete or modify the provisions of this section is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331, if the amendment terminates or substantially alters the existing rights of the shareholder under this section to have his or her shares purchased.

180.1829(2) (2) Purchase shares or dissolve. If the articles of incorporation of a statutory close corporation make this section applicable to the corporation in whole or modified form, a deceased shareholder’s personal representative may, subject to the shareholder’s will, require the corporation to elect one of the following:

180.1829(2)(a) (a) To purchase or cause the purchase of, under subs. (3) and (4), all, but not less than all, of the decedent’s shares.

180.1829(2)(b) (b) Dissolution of the corporation.

180.1829(3) (3) Exercise of compulsory purchase.

180.1829(3)(a) (a) A person exercising rights under this section shall, within 6 months after the death of the beneficial owner of shares, deliver a written notice to the statutory close corporation. The notice shall comply with s. 180.0141, shall specify the number and class or series of all shares beneficially owned by the deceased shareholder and shall state that an offer by the corporation to purchase the shares is being solicited under this section.

180.1829(3)(b) (b) Within 20 days after receipt of the notice, the corporation shall call a special meeting of shareholders, which shall be held within 60 days after receipt of the notice, for the purpose of determining whether to offer to purchase the shares. A purchase offer must be approved by the holders of a majority of the votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.

180.1829(3)(c) (c) With the consent of all of the shareholders entitled to vote for approval of the purchase offer, the corporation may allocate some or all of the shares to one or more shareholders or to other persons, except as provided in par. (d).

180.1829(3)(d) (d)

180.1829(3)(d)1. 1. If all shares are not accepted for purchase by the corporation, the remaining shares shall be offered to shareholders of the class or series being offered for sale in proportion to their ownership of shares of that class or series.

180.1829(3)(d)2. 2. If all shares are not accepted for purchase by shareholders under subd. 1., the remaining shares shall be allocated among shareholders of the class or series being offered for sale who are willing to purchase the shares in proportion to their ownership of shares of that class or series after the acquisitions under subd. 1.

180.1829(3)(d)3. 3. If all shares are not accepted for purchase by shareholders under subds. 1. and 2., the remaining shares shall be offered to all other shareholders in proportion to their ownership of shares of the corporation.

180.1829(3)(d)4. 4. If all shares are not accepted for purchase by shareholders under subd. 3., the remaining shares shall be allocated among shareholders who are willing to purchase the shares in proportion to their ownership of shares of the corporation before the acquisitions under subd. 3.

180.1829(3)(e) (e) The corporation must deliver written notice of an offer to purchase approved by the shareholders or written notice that no offer to purchase was approved, to the person exercising rights under this section, within 75 days after receipt of the notice under par. (a) soliciting the offer to purchase. The notice must comply with s. 180.0141. An offer to purchase must be accompanied by copies of the corporation’s balance sheets as of the end of, and profit and loss statements for, its preceding 2 accounting years and any available interim balance sheet and profit and loss statement.

180.1829(3)(f) (f)

180.1829(3)(f)1. 1. To the extent that the price and other terms for purchasing shares of a transferring shareholder by the corporation or remaining shareholders are fixed or are to be determined under provisions in the articles of incorporation or bylaws of the corporation, or by written agreement, those provisions are binding, except as provided in subd. 2.

180.1829(3)(f)2. 2. In the event of a default in any payment due, sub. (4) (e) applies, and the person exercising rights under this section may petition for dissolution of the corporation.

180.1829(3)(g) (g) A person exercising rights under this section must accept or reject an offer to purchase in writing within 15 days after the offer.

180.1829(4) (4) Action to compel.

180.1829(4)(a) (a) If an offer to purchase is rejected, or if no offer to purchase is made, the person exercising rights under this section may commence an action in the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located to compel purchase or dissolution. The statutory close corporation shall be made a party defendant and shall, at its expense, give notice of the commencement of the action to all of its shareholders and other persons as the court may direct.

180.1829(4)(b) (b) The court shall, under s. 180.1833 (3), determine the fair value of the shares of the person exercising rights under this section and enter an order requiring the corporation to cause the purchase of the shares at fair value and on other terms determined by the court or to give the person the right to have the corporation dissolved.

180.1829(4)(c) (c) Upon the petition of the corporation, the court may modify its decree to change the terms of payment if it finds that the changed financial or legal ability of the corporation or other purchasers of the shares to complete the purchase justifies a modification.

180.1829(4)(d) (d) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the excess payment from the defaulting person.

180.1829(4)(e) (e) If the corporation or other purchaser fails to make a payment specified in the court order within 30 days after it is due, the court shall, upon the petition of the person to whom the payment is due and in the absence of good cause shown by the corporation, enter an order dissolving the corporation.

180.1829(5) (5) Court costs and other expenses.

180.1829(5)(a) (a) The court may assess all or a portion of the costs and expenses of an action commenced under sub. (4) as follows:

180.1829(5)(a)1. 1. Against the person exercising rights under this section if the fair value of the shares as determined by the court does not materially exceed the last offer made by the statutory close corporation before the person commenced the action under sub. (4) and the court finds that the failure of the person to accept the corporation’s last offer was arbitrary, vexatious or not otherwise in good faith.

180.1829(5)(a)2. 2. Against the corporation if the fair value of the shares as determined by the court materially exceeds the amount of the last offer made by the corporation before an action was commenced under sub. (4) and the court finds that the corporation’s last offer was arbitrary, vexatious or otherwise not made in good faith.

180.1829(5)(b) (b) Expenses assessable under par. (a) include reasonable compensation for, and reasonable expenses of, appraisers appointed by the court and the reasonable fees and expenses of counsel for, and experts employed by, any party.

180.1829(5)(c) (c) Except as provided in par. (a), the legal costs of an action filed under sub. (4) shall be assessed on an equal basis between the corporation and the party exercising rights under this section, and all other fees and expenses shall be borne by the party incurring the fees and expenses.

180.1829(6) (6) Shareholder waiver. A shareholder may, by signed writing, waive the rights under this section of the shareholder and the shareholder’s estate and heirs.

180.1829(7) (7) Other agreements and remedies. This section does not prohibit other agreements for the purchase of shares of the corporation, nor does it prevent the enforcement of other remedies.

180.1829 History History: 1989 a. 303.

180.1831 180.1831 Shareholder option to dissolve corporation.

180.1831(1) (1) The articles of incorporation of a statutory close corporation or a shareholders’ agreement under s. 180.1823 may grant to any shareholder, or to the holders of any specified number or percentage of shares of any class or series, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. The shareholders exercising the option shall give written notice of the intent to dissolve to all other shareholders. Any notice given under this subsection shall comply with s. 180.0141. Upon the expiration of 30 days after the effective date of the notice, the corporation shall do all of the following:

180.1831(1)(a) (a) File articles of dissolution that satisfy s. 180.1403 except the statement under s. 180.1403 (1) (c) shall specify that dissolution was authorized in accordance with this section.

180.1831(1)(b) (b) Begin to wind up and liquidate its business and affairs under ss. 180.1405 to 180.1407.

180.1831(2) (2) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to include, modify or delete a provision authorized by sub. (1) must be approved by the holders of all of the outstanding shares, whether or not the holders are otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or, if none, by all of the incorporators.

180.1831 History History: 1989 a. 303.

180.1833 180.1833 Power of court to grant relief.

180.1833(1) (1) Grounds for relief. Subject to sub. (4) (b) and (c), a shareholder of record, the beneficial owner of shares held by a nominee or the holder of voting trust certificates of a statutory close corporation may petition the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located for relief on any of the following grounds:

180.1833(1)(a) (a) That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner in his or her capacity as a shareholder, director or officer of the corporation.

180.1833(1)(b) (b) That the directors or those in control of the corporation are so divided respecting the management of the corporation’s affairs that the votes required for action cannot be obtained and the shareholders are unable to break the deadlock, with the consequence that the corporation is suffering or will suffer irreparable injury or that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.

180.1833(1)(c) (c) That conditions exist that would be grounds for judicial dissolution of the corporation under s. 180.1430 (2).

180.1833(2) (2) Type of relief.

180.1833(2)(a) (a) If the court finds that one or more of the conditions specified in sub. (1) exist, it shall grant appropriate relief, including any of the following:

180.1833(2)(a)1. 1. Canceling, altering or enjoining any resolution or other act of the statutory close corporation.

180.1833(2)(a)2. 2. Directing or prohibiting any act of the corporation or of shareholders, directors, officers or other persons who are party to the action.

180.1833(2)(a)3. 3. Canceling or altering the articles of incorporation or bylaws of the corporation.

180.1833(2)(a)4. 4. Removing from office any director or officer, or ordering that a person be appointed a director or officer.

180.1833(2)(a)5. 5. Requiring an accounting with respect to any matters in dispute.

180.1833(2)(a)6. 6. Appointing a receiver to manage the business and affairs of the corporation.

180.1833(2)(a)7. 7. Appointing a provisional director who shall have all of the rights, powers and duties of a duly elected director and shall serve for the term and under the conditions established by the court.

180.1833(2)(a)8. 8. Ordering the payment of dividends.

180.1833(2)(a)9. 9. If the court finds that it cannot order appropriate relief, ordering that the corporation be liquidated and dissolved unless either the corporation or one or more of the remaining shareholders purchase all of the shares of the petitioning shareholder at their fair value by a designated date, with the fair value and terms of the purchase to be determined under sub. (3).

180.1833(2)(a)10. 10. Ordering dissolution if the court finds that one or more grounds exist for judicial dissolution under s. 180.1430 (2) or that all other relief ordered by the court has failed to resolve the matters in dispute.

180.1833(2)(a)11. 11. Awarding damages to any aggrieved party in addition to, or in lieu of, any other relief granted.

180.1833(2)(b) (b) In determining whether to grant relief under par. (a) 9. or 10., the court shall consider the financial condition of the corporation but may not refuse to order liquidation solely on the grounds that the corporation has net worth or current operating profits.

180.1833(2)(c) (c) If the court determines that a party to a proceeding brought under this section has acted arbitrarily, vexatiously or in bad faith, it may award reasonable expenses, including attorney fees and the costs of any appraisers or other experts, to one or more of the other parties.

180.1833(3) (3) Share purchase.

180.1833(3)(a) (a) If the court orders relief under sub. (2) (a) 9., it shall do all of the following:

180.1833(3)(a)1. 1. Determine the fair value of the shares to be purchased, considering the going concern value of the statutory close corporation, any agreement among the shareholders fixing a price or specifying a formula for determining the value of the corporation’s shares for any purpose, the recommendations of any appraisers appointed by the court, any legal constraints on the corporation’s ability to acquire the shares to be purchased and other relevant evidence.

180.1833(3)(a)2. 2. Enter an order specifying all of the following:

180.1833(3)(a)2.a. a. The identity of the purchaser by name and the purchaser’s status as a current shareholder or 3rd-party purchaser.

180.1833(3)(a)2.b. b. The terms of the purchase found to be proper under the circumstances, including payment of the purchase price in installments, payment of interest on the installments, subordination of the obligation to the rights of the corporation’s other creditors, security for the deferred purchase price, and a covenant not to compete or other restriction on the selling shareholder.

180.1833(3)(a)3. 3. Order the selling shareholder to deliver all of his or her shares to the court, and order the purchaser to deliver each payment for shares to the court.

180.1833(3)(a)4. 4. Order that after the selling shareholder delivers his or her shares, the shareholder has no rights or claims against the corporation or its directors, officers or shareholders by reason of having been a director, officer or shareholder of the corporation, except the right to receive the unpaid balance of the amount awarded under this section and any amounts due under any agreement with the corporation or the remaining shareholders that are not terminated by the court’s orders.

180.1833(3)(a)5. 5. Order dissolution of the corporation if the purchase is not completed as ordered.

180.1833(3)(b) (b) If the share purchase is not consummated and the corporation is dissolved, a shareholder whose shares were to be purchased has the same rights and priorities in the corporation’s assets as if the sale had not been ordered.

180.1833(4) (4) Other rights; conditions on exercise.

180.1833(4)(a) (a) Except as provided in pars. (b) and (c), the rights of a shareholder to commence a proceeding under this section are in addition to, and not in lieu of, any other rights or remedies that the shareholder may have.

180.1833(4)(b) (b) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, the shareholder may not commence a proceeding under this section with respect to those matters until he or she has exhausted the nonjudicial remedy.

180.1833(4)(c) (c) If a shareholder has dissenters’ rights under this subchapter or s. 180.1302 with respect to proposed corporate action, the shareholder must commence a proceeding under this section before the shareholder is required to give notice of his or her intent to demand payment under s. 180.1321 or to demand payment under s. 180.1323 or the proceeding is barred.

180.1833 History History: 1989 a. 303.

180.1833 Annotation Corporate Control Contests: Judicial Dissolution of Closely Held Corporations. Laufer. Wis. Law. Feb. 1994.

180.1834 180.1834 Greater quorum or voting requirements.

180.1834(1) (1) The articles of incorporation of a statutory close corporation may impose a greater quorum or voting requirement for shareholders, or classes of shareholders, than is required by this chapter.

180.1834(2) (2) An action by shareholders to adopt an amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote required to take action under the largest of the greater quorum or voting requirements then in effect or proposed to be added, changed or deleted.

180.1834(3) (3) Section 180.0727 does not apply to a statutory close corporation.

180.1834 History History: 1989 a. 303.

180.1835 180.1835 Limited liability. The failure of a statutory close corporation to observe usual corporate formalities or requirements relating to the exercise of its corporate powers or the management of its business and affairs is not grounds for imposing personal liability on the shareholders for obligations of the corporation.

180.1835 History History: 1989 a. 303.

180.1837 180.1837 Officers; execution of documents.

180.1837(1) (1) A statutory close corporation may operate and conduct business with one or more officers.

180.1837(2) (2) If an individual holds more than one office in a statutory close corporation, the individual may execute, acknowledge or verify in more than one capacity any instrument required to be executed, acknowledged or verified by the holders of 2 or more offices.

180.1837 History History: 1989 a. 303.

subch. XIX of ch. 180 SUBCHAPTER XIX

SERVICE CORPORATIONS

180.1901 180.1901 Definitions. In ss. 180.1901 to 180.1921: