Chapter 181

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.

181.0211(2) (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

181.0211(3) (3) 

181.0211(3)(a) (a) A statement of correction may not state a delayed effective date.

181.0211(3)(b) (b) A statement of correction must satisfy all of the following:

181.0211(3)(b)1. 1. It must be signed by the person correcting the filed record.

181.0211(3)(b)2. 2. It must identify the filed record to be corrected.

181.0211(3)(b)3. 3. It must specify the inaccuracy or defect to be corrected.

181.0211(3)(b)4. 4. It must correct the inaccuracy or defect.

181.0211(4) (4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

181.0211 History History: 2021 a. 258.

181.0212 181.0212 Duty of department to file; review of refusal to file; delivery of record by department.

181.0212(1) (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

181.0212(2) (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing.

181.0212(3) (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

181.0212(3)(a) (a) Return the record or notify the person that submitted the record of the refusal.

181.0212(3)(b) (b) Provide a brief explanation in a record of the reason for the refusal.

181.0212(4) (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

181.0212(5) (5) If a record that has been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed record is the date that the resubmitted record is received by the department for filing or a delayed effective date specified in the resubmitted record in accordance with s. 181.0209 (2).

181.0212(6) (6) The filing of or refusal to file a record does not create a presumption of any of the following:

181.0212(6)(a) (a) That the record does or does not conform to the requirements of this chapter.

181.0212(6)(b) (b) That the information contained in the record is correct or incorrect.

181.0212(7) (7) Except as otherwise provided by s. 181.0504 or 181.1510 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

181.0212(7)(a) (a) In person to the person that submitted it.

181.0212(7)(b) (b) To the e-mail or street address of the person’s registered agent.

181.0212(7)(c) (c) To the principal office of the person.

181.0212(7)(d) (d) To another address the person provides to the department for delivery.

181.0212 History History: 2021 a. 258.

181.0213 181.0213 Certificate of status.

181.0213(1) (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation.

181.0213(2) (2) A certificate of status shall include all of the following information:

181.0213(2)(a) (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name and fictitious name, if any, used in this state.

181.0213(2)(b) (b) Whether each of the following is true:

181.0213(2)(b)1. 1. The domestic corporation is a corporation whose governing law is the law of this state, or the foreign corporation is authorized to transact business in this state.

181.0213(2)(b)3. 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.0214.

181.0213(2)(b)4. 4. The domestic corporation has not filed articles of dissolution.

181.0213(2)(b)5. 5. The foreign corporation has not filed an application for a certificate of withdrawal under s. 181.1520 (2).

181.0213(2)(c) (c) The domestic corporation’s effective date of its articles of incorporation or the foreign corporation’s effective date of its certificate of authority.

181.0213(3) (3) The certificate of status may include other facts of record in the department that are requested.

181.0213(5) (5) Subject to any qualification stated in a certificate of status issued by the department, the certificate is conclusive evidence that the corporation or foreign corporation is in existence or is authorized to transact business in this state.

181.0213(6) (6) Upon request by telephone or otherwise, the department shall confirm, by telephone, any of the information required in a certificate of status under sub. (2) and may confirm any other information permitted under sub. (3).

181.0213 History History: 1997 a. 79; 2021 a. 258 ss. 412, 414, 416, 418, 421, 423.

181.0214 181.0214 Annual report for department.

181.0214(1) (1) A corporation or foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states all of the following:

181.0214(1)(a) (a) The name of the corporation or foreign corporation.

181.0214(1)(b) (b) The street and e-mail address of its registered office in this state and the name of its registered agent at that office.

181.0214(1)(c) (c) The street address of its principal office.

181.0214(1)(d) (d) The name and address of each director and principal officer.

181.0214(1)(e) (e) In the case of a foreign corporation, the jurisdiction of its governing law and any fictitious name adopted under s. 181.1506 (1).