Chapter 181

181.1175 181.1175 Effect of domestication.

181.1175(1) (1) When a domestication becomes effective, all of the following apply:

181.1175(1)(a) (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

181.1175(1)(am) (am)

181.1175(1)(am)1. 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

181.1175(1)(am)2. 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity.

181.1175(1)(am)3. 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

181.1175(1)(am)4. 4. This paragraph does not affect liability under any taxation laws.

181.1175(1)(b) (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

181.1175(1)(c) (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

181.1175(1)(d) (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

181.1175(1)(e) (e) The organizational documents of the domesticating entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

181.1175(1)(f) (f) The organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

181.1175(1)(g) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

181.1175(2) (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

181.1175(3) (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

181.1175 History History: 2021 a. 258.

181.1180 181.1180 Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

181.1180(1) (1) This section shall apply with respect to a member in connection with a merger, interest exchange, conversion, or domestication of a domestic corporation if the member does not vote for or consent to the transaction and the transaction would do any of the following with respect to the member:

181.1180(1)(a) (a) Materially increase the current or potential obligations of the member with respect to any constituent, surviving, acquiring, acquired, converting, converted, domesticating, or domesticated corporation, whether as a result of becoming subject to personal interest holder liability with respect to the entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the surviving or converted entity, or otherwise.

181.1180(1)(b) (b) Treat the member’s interests in the corporation in a manner different from the interests of the same class held by any other member.

181.1180(2) (2) If this section applies with respect to a member in connection with the transaction, the corporation must offer to purchase the member’s interest in the corporation as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis for any person to challenge, the effectiveness of the transaction, and the member’s sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce the member’s rights under this section. In order to accept the corporation’s offer, a member must notify the corporation within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction.

181.1180(3) (3) 

181.1180(3)(a) (a) The purchase price of the interest of the member pursuant to this section is the amount that would be distributable to the member if, on the date of the transaction, the assets of the corporation were sold and the corporation were wound up, with the sale price equal to the greater of the corporation’s liquidation value or the value based on a sale of the corporation’s entire activities and affairs as a going concern without the member.

181.1180(3)(b) (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the corporation, some or all amounts owing, whether or not presently due, from the member to the corporation may be offset against the purchase price.

181.1180(3)(c) (c) The corporation shall defend, indemnify, and hold the member harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the member.

181.1180(3)(d) (d) If no agreement for the purchase of the interest of the member pursuant to this section is reached within 120 days of the date of the transaction, the corporation, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the member the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b).

181.1180(3)(e) (e) The payment required by par. (d) must be accompanied by all of the following:

181.1180(3)(e)1. 1. A statement of the corporation’s assets and liabilities as of the date of the transaction.

181.1180(3)(e)2. 2. The latest available corporate balance sheet and income statement, if any.

181.1180(3)(e)3. 3. An explanation of how the estimated amount of the payment was calculated.

181.1180(3)(e)4. 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the member commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase.

181.1180(4) (4) The member may maintain an action against the corporation, pursuant to s. 181.0302 (1), to determine the purchase price of the member’s interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the corporation has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the member’s interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the corporation’s failure to make an offer or payment or to comply with sub. (3).

181.1180(5) (5) A member does not give the consent required by sub. (1) merely by consenting to a provision of the bylaws that permits the bylaws to be amended with the consent of fewer than all the members.

181.1180 History History: 2021 a. 258.

subch. XII of ch. 181 SUBCHAPTER XII

SALE OF ASSETS

181.1201 181.1201 Sale of assets in regular course of activities and mortgage of assets.

181.1201(1) (1) Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:

181.1201(1)(a) (a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.

181.1201(1)(b) (b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities.

181.1201(1)(c) (c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

181.1201(2) (2) Role of members. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in sub. (1) is not required.

181.1201 History History: 1997 a. 79.

181.1202 181.1202 Sale of assets other than in regular course of activities.

181.1202(1) (1) When permitted. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation’s board if the proposed transaction is authorized under sub. (2).

181.1202(2) (2) Approval requirements in general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following:

181.1202(2)(a) (a) Unless the articles of incorporation or bylaws provide otherwise, the board.

181.1202(2)(b) (b) The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

181.1202(2)(c) (c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

181.1202(3) (3) Corporation without members. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

181.1202(4) (4) Notice requirements. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

181.1202(5) (5) Written consents or ballots. If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

181.1202(6) (6) Abandonment of transaction. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board.

181.1202 History History: 1997 a. 79.

subch. XIII of ch. 181 SUBCHAPTER XIII

DISTRIBUTIONS

181.1301 181.1301 Prohibited distributions. Except as provided in s. 181.1302, a corporation may not make any distributions.

181.1301 History History: 1997 a. 79.

181.1302 181.1302 Authorized distributions.

181.1302(1) (1) Purchase of memberships. A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met:

181.1302(1)(a) (a) The corporation would be able to pay its debts as they become due in the usual course of its activities.

181.1302(1)(b) (b) The corporation’s total assets would at least equal the sum of its total liabilities.

181.1302(2) (2) Distributions on dissolution. Corporations may make distributions upon dissolution under subch. XIV.

181.1302(3) (3) Distributions to nonprofit corporations. A corporation may make a distribution or other payment to another domestic or foreign corporation, if all of the following conditions are met:

181.1302(3)(a) (a) The articles of incorporation, or, if the articles of incorporation so provide, the bylaws, state that a distribution or other payment may be made under this subsection.

181.1302(3)(b) (b) The distribution or other payment is made in accordance with the stated purpose of the corporation.

181.1302(3)(c) (c) The corporation would be able to pay its debts as they become due in the usual course of its activities.

181.1302(3)(d) (d) The corporation’s total assets would equal at least the sum of its total liabilities.

181.1302(3)(e) (e) The domestic or foreign corporation to which the distribution or other payment is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under 26 USC 501.

181.1302(4) (4) Other distributions. A corporation may make a distribution that is not permitted under subs. (1) to (3) only if all of the following apply:

181.1302(4)(a) (a) The articles of incorporation state that a distribution may be made under this subsection.

181.1302(4)(b) (b) The distribution is made in accordance with the stated purpose of the corporation.

181.1302(4)(c) (c) The corporation would be able to pay its debts as they become due in the usual course of its activities.

181.1302(4)(d) (d) The corporation’s total assets would equal at least the sum of its total liabilities.

181.1302 History History: 1997 a. 79.

subch. XIV of ch. 181 SUBCHAPTER XIV

DISSOLUTION

181.1401 181.1401 Dissolution by incorporators, directors, members and 3rd persons.

181.1401(1) (1) In general.

181.1401(1)(a) (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators.

181.1401(1)(b) (b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following:

181.1401(1)(b)1. 1. Unless the articles of incorporation or bylaws provide otherwise, the board.

181.1401(1)(b)2. 2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

181.1401(1)(b)3. 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

181.1401(2) (2) Corporation without members with voting rights. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors’ meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

181.1401(3) (3) Notice requirements. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

181.1401(4) (4) Written consents or ballots. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

181.1401(5) (5) Distribution of assets. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.