Chapter 181

181.0103(10) (10) “Distribution” means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.

181.0103(10g) (10g) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state.

181.0103(10m) (10m) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

181.0103(10p) (10p) “Electronic signature” means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

181.0103(11) (11) “Employee” does not include an officer or director who is not otherwise employed by the corporation.

181.0103(12) (12) “Entity” means any person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a stock corporation; a partnership; a limited partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

181.0103(12g) (12g) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state.

181.0103(13) (13) “Foreign corporation” means a nonprofit or nonstock corporation organized under a law other than the law of this state and whose governing law is other than the law of this state.

181.0103(13g) (13g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

181.0103(13m) (13m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 181.0107 or the corresponding applicable law with respect to entities other than domestic corporations.

181.0103(14) (14) “Individual” means a natural person. Except in ss. 181.0802 and 181.0840, “individual” includes the estate of an individual adjudicated incompetent or a deceased natural person.

181.0103(14g) (14g) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

181.0103(14m) (14m) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

181.0103(15) (15) “Member” means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

181.0103(16) (16) “Membership” means the rights and obligations that a member has under a corporation’s articles of incorporation and bylaws and this chapter.

181.0103(17) (17) “Nonprofit corporation” means a corporation that does not make distributions, except as authorized under s. 181.1302 (1), (2) and (3).

181.0103(18) (18) “Nonstock corporation” means a corporation without capital stock.

181.0103(18m) (18m) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

181.0103(19) (19) “Principal office” means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.0214, that is designated as the principal office in its most recent annual report.

181.0103(20) (20) “Proceeding” includes a civil suit and criminal, administrative and investigatory action.

181.0103(20m) (20m) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

181.0103(20r) (20r) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

181.0103(21) (21) “Record date” means the date established under s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.

181.0103(21m) (21m) “Registered agent” means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.

181.0103(22) (22) “Secretary” means the corporate officer to whom the board has delegated responsibility under s. 181.0840 (1) for custody of the minutes of the board’s meetings and members’ meetings and for authenticating the records of the corporation.

181.0103(23) (23) “Sign” means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

181.0103(23m) (23m) “State” means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

181.0103(24) (24) “Stock corporation” means a corporation with capital stock.

181.0103(24m) (24m) “Transfer” includes all of the following:

181.0103(24m)(a) (a) An assignment.

181.0103(24m)(b) (b) A conveyance.

181.0103(24m)(c) (c) A sale.

181.0103(24m)(d) (d) A lease.

181.0103(24m)(e) (e) An encumbrance, including a mortgage or security interest.

181.0103(24m)(f) (f) A gift.

181.0103(24m)(g) (g) A transfer by operation of law.

181.0103(25) (25) “Vote” includes authorization by written ballot and written consent.

181.0103 History History: 1997 a. 79; 2001 a. 44; 2005 a. 387; 2021 a. 258.

181.0103 Annotation The New Nonstock Corporation Law. Seehawer. Wis. Law. Oct. 1998.

181.0105 181.0105 Knowledge; notice.

181.0105(1) (1) A person knows a fact if any of the following applies:

181.0105(1)(a) (a) The person has actual knowledge of the fact.

181.0105(1)(b) (b) The person is deemed to know the fact under law other than this chapter.

181.0105(2) (2) A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

181.0105(3) (3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

181.0105(4) (4) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

181.0105(4)(a) (a) When received.

181.0105(4)(b) (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

181.0105(4)(c) (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

181.0105(4)(d) (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

181.0105 History History: 2021 a. 258.

181.0107 181.0107 Governing law. The law of this state governs all of the following:

181.0107(1) (1) The internal affairs of a corporation.

181.0107(2) (2) The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation.

181.0107 History History: 2021 a. 258.

181.0121 181.0121 Forms.

181.0121(1) (1) Required forms.

181.0121(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:

181.0121(1)(a)1. 1. A foreign corporation’s application for a certificate of authority to transact business in this state under s. 181.1503.

181.0121(1)(a)2. 2. A foreign corporation’s application for a certificate of withdrawal under s. 181.1520.

181.0121(1)(a)3. 3. A domestic corporation’s or foreign corporation’s annual report under s. 181.0214.

181.0121(1)(b) (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520, and 181.0214, respectively.

181.0121(1)(c) (c) Use of a form prescribed under par. (a) is mandatory.

181.0121(2) (2) Permissive forms. The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory.

181.0121 History History: 1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

181.0127 181.0127 Evidentiary effect of copy of filed document. A certified copy of a document filed by the department is conclusive evidence that the original document is on file with the department.

181.0127 History History: 1997 a. 79.

181.0129 181.0129 Penalty for false document.

181.0129(1) (1) Signing false document. A person may not sign a document with intent that it be delivered to the department for filing or deliver, or cause to be delivered, a document to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery.

181.0129(2) (2) Penalty. Whoever violates this section is guilty of a Class I felony.

181.0129 History History: 1997 a. 79, 283; 2001 a. 109.

181.0141 181.0141 Notice.

181.0141(1) (1) Applicability. This section applies to notice that is required under this chapter and that is made subject to this section by express reference to this section.

181.0141(2) (2) When notice must be written.

181.0141(2)(a) (a) A person shall give notice in writing, except as provided in par. (b).

181.0141(2)(b) (b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.

181.0141(3) (3) Method of communication. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

181.0141(4) (4) Address to be used. Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 181.0214, the address of the foreign corporation’s principal office may be determined from its application for a certificate of authority.

181.0141 History History: 1997 a. 79; 2021 a. 258.

181.0160 181.0160 Judicial relief.

181.0160(1) (1) When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation’s principal office is located, or if a corporation’s principal office is not located in this state the circuit court for the county where the corporation’s registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:

181.0160(1)(a) (a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation’s articles of incorporation or bylaws.

181.0160(1)(b) (b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting.

181.0160(1)(c) (c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.

181.0160(1)(d) (d) Upon the petition of a member who signed a valid demand under s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.

181.0160(2) (2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.

181.0160(3) (3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.

181.0160(4) (4) Subject matter.

181.0160(4)(a) (a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.