Chapter 181

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.

181.0205(1)(b) (b) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:

181.0205(1)(b)1. 1. Elect directors and complete the organization of the corporation.

181.0205(1)(b)2. 2. Elect a board that will complete the organization of the corporation.

181.0205(2) (2) Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

181.0205(3) (3) Location of organizational meeting. An organizational meeting may be held in or outside of this state.

181.0205 History History: 1997 a. 79.

181.0206 181.0206 Bylaws.

181.0206(1) (1) Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.

181.0206(2) (2) Subsequent adoption, amendment and repeal. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors.

181.0206(3) (3) Content of bylaws. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.

181.0206 History History: 1997 a. 79.

181.0207 181.0207 Emergency bylaws.

181.0207(1) (1) Definition. In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors or members from being readily assembled.

181.0207(2) (2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:

181.0207(2)(a) (a) Procedures for calling a meeting of the board.

181.0207(2)(b) (b) Quorum requirements for the meeting.

181.0207(2)(c) (c) Designation of additional or substitute directors.

181.0207(3) (3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

181.0207(4) (4) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.

181.0207 History History: 1997 a. 79.

181.0208 181.0208 Filing requirements.

181.0208(1) (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

181.0208(1)(a) (a) The filing of the record must be required or permitted by this chapter.

181.0208(1)(b) (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

181.0208(1)(c) (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

181.0208(1)(d) (d) The record must be signed by a person authorized or required under this chapter to sign the record.

181.0208(1)(e) (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

181.0208(1)(f) (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

181.0208(1m) (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial.

181.0208(2) (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

181.0208(3) (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

181.0208 History History: 2021 a. 258.

181.0209 181.0209 Effective date and time.

181.0209(1) (1) In general.

181.0209(1)(a) (a) Except as provided in sub. (2), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

181.0209(1)(a)1. 1. The time of day specified in the document as its effective time.

181.0209(1)(a)2. 2. If no effective time is specified, at the close of business.

181.0209(1)(b) (b) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 181.0212 (2).

181.0209(2) (2) Delayed effective date and time. A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

181.0209 History History: 1997 a. 79; 2021 a. 258 s. 408.

181.0210 181.0210 Withdrawal of filed record before effectiveness.

181.0210(1) (1) Except as otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and 181.1173 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

181.0210(2) (2) A statement of withdrawal must satisfy all of the following:

181.0210(2)(a) (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

181.0210(2)(b) (b) It must identify the record to be withdrawn.

181.0210(2)(c) (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

181.0210(3) (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

181.0210 History History: 2021 a. 258.

181.0211 181.0211 Correcting filed record.

181.0211(1) (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

181.0211(1)(a) (a) The record at the time of filing was inaccurate.

181.0211(1)(b) (b) The record was defectively signed.

181.0211(1)(c) (c) The electronic transmission of the record to the department was defective.