Chapter 181

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.

181.0160(4)(b) (b) Notwithstanding par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.

181.0160(5) (5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.

181.0160 History History: 1997 a. 79.

181.0162 181.0162 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

181.0162 History History: 2021 a. 258.

181.0163 181.0163 Forum selection provisions. The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation be brought solely and exclusively in the courts in this state.

181.0163 History History: 2021 a. 258.

subch. II of ch. 181 SUBCHAPTER II

FORMATION;
ARTICLES OF INCORPORATION
AND OTHER FILINGS

181.0201 181.0201 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.

181.0201 History History: 1997 a. 79.

181.0202 181.0202 Articles of incorporation.

181.0202(1) (1) Required content. The articles of incorporation shall include all of the following information:

181.0202(1)(a) (a) A statement that the corporation is incorporated under this chapter.

181.0202(1)(b) (b) A corporate name for the corporation that satisfies s. 181.0401.

181.0202(1)(c) (c) The mailing address of the initial principal office of the corporation.

181.0202(1)(d) (d) The street address of the corporation’s initial registered office and the name and e-mail address of its initial registered agent at that office.

181.0202(1)(e) (e) The name and address of each incorporator.

181.0202(1)(f) (f) Whether or not the corporation will have members.

181.0202(1)(g) (g) If the corporation is authorized to make distributions under s. 181.1302 (4), a statement to that effect.

181.0202(2) (2) Permissible content. The articles of incorporation may set forth other information, including any of the following:

181.0202(2)(a) (a) The names and addresses of the natural persons who will serve as the initial directors.

181.0202(2)(b) (b) Provisions not inconsistent with law regarding:

181.0202(2)(b)1. 1. The purpose or purposes for which the corporation is organized.

181.0202(2)(b)2. 2. Managing the business and regulating the affairs of the corporation.

181.0202(2)(b)3. 3. Distributing assets on dissolution.

181.0202(2)(b)4. 4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.

181.0202(2)(c) (c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

181.0202(3) (3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.

181.0202(4) (4) Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

181.0202 History History: 1997 a. 79; 2021 a. 258.

181.0203 181.0203 Incorporation.

181.0203(1) (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0209.

181.0203(2) (2) Conclusive proof of incorporation. The department’s filing of the articles of incorporation or articles of domestication is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

181.0203(3) (3) Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under s. 202.12 for charitable organizations that solicit contributions.

181.0203 History History: 1997 a. 79; 2013 a. 20; 2021 a. 258.

181.0205 181.0205 Organization of corporation.

181.0205(1) (1) Organizational meeting required.

181.0205(1)(a) (a) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.