Chapter 181

181.1531 History History: 1997 a. 79; 2001 a. 44; 2011 a. 234; 2013 a. 20.

181.1532 181.1532 Appeal from revocation.

181.1532(1) (1) Right to appeal. A foreign corporation may appeal the department’s revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation’s principal office or, if none exists in this state, its registered office is located, within 30 days after the effective date of the notice of revocation. The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department’s notice of revocation.

181.1532(2) (2) Permissible remedies. The court may order the department to reinstate the certificate of authority or may take any other action that the court considers appropriate.

181.1532(3) (3) Appeal of judicial decision. The court’s final decision may be appealed as in other civil proceedings.

181.1532 History History: 1997 a. 79; 2001 a. 44.

subch. XVI of ch. 181 SUBCHAPTER XVI

RECORDS AND REPORTS

181.1601 181.1601 Corporate records.

181.1601(1) (1) Minutes and records of action. A corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board as authorized under s. 181.0825.

181.1601(2) (2) Accounting records. A corporation shall maintain appropriate accounting records.

181.1601(3) (3) Membership records. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

181.1601(4) (4) Form. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

181.1601(5) (5) Copies at principal office. A corporation shall keep a copy of all of the following records at its principal office:

181.1601(5)(a) (a) Its articles of incorporation and all amendments to them currently in effect.

181.1601(5)(b) (b) Its bylaws or restated bylaws and all amendments to them currently in effect.

181.1601(5)(c) (c) Resolutions adopted by its board relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.

181.1601(5)(d) (d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.

181.1601(5)(e) (e) The financial statements furnished for the past 3 years under s. 181.1620.

181.1601(5)(f) (f) A list of the names and business or home addresses of its current directors and officers.

181.1601(5)(g) (g) Its most recent annual report delivered to the department under s. 181.0214.

181.1601 History History: 1997 a. 79; 2021 a. 258.

181.1602 181.1602 Inspection of records by members.

181.1602(1) (1) Records at principal office. Subject to s. 181.1603 (3), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in s. 181.1601 (5) if the member gives the corporation written notice or a written demand at least 5 business days before the date on which the member wishes to inspect and copy.

181.1602(2) (2) Other records that may be inspected. A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of sub. (3) and gives the corporation written notice at least 5 business days before the date on which the member wishes to inspect and copy:

181.1602(2)(a) (a) Excerpts from any records required to be maintained under s. 181.1601 (1), to the extent not subject to inspection under sub. (1).

181.1602(2)(b) (b) Accounting records of the corporation.

181.1602(2)(c) (c) Subject to s. 181.1605, the membership list.

181.1602(3) (3) When other records may be inspected. A member may inspect and copy the records identified in sub. (2) only if all of the following apply:

181.1602(3)(a) (a) The member’s demand is made in good faith and for a proper purpose.

181.1602(3)(b) (b) The member describes with reasonable particularity the purpose and the records the member desires to inspect.

181.1602(3)(c) (c) The records are directly connected with this purpose.

181.1602(4) (4) Applicability. This section does not affect any of the following:

181.1602(4)(a) (a) The right of a member to inspect records under s. 181.0720 or, if the member is in litigation with the corporation, to the same extent as any other litigant.

181.1602(4)(b) (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

181.1602 History History: 1997 a. 79.

181.1603 181.1603 Scope of inspection rights.

181.1603(1) (1) Agents and attorneys. A member’s agent or attorney has the same inspection and copying rights as the member who the agent or attorney represents.

181.1603(2) (2) Copies. The right to copy records under s. 181.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

181.1603(3) (3) Reasonable charges. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

181.1603(4) (4) Date of membership list. The corporation may comply with a member’s demand to inspect the record of members under s. 181.1602 (2) (c) by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand.

181.1603 History History: 1997 a. 79.

181.1604 181.1604 Court-ordered inspection.

181.1604(1) (1) Records at principal office. If a corporation does not allow a member who complies with s. 181.1602 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member.

181.1604(2) (2) Other records. If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with s. 181.1602 (2) and (3) may apply to the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

181.1604(3) (3) Payment of costs. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

181.1604(4) (4) Restrictions on distribution of records. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.

181.1604 History History: 1997 a. 79.

181.1605 181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of a membership list may not be used for any of the following:

181.1605(1) (1) Solicitation. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.

181.1605(2) (2) Commercial purposes. For any commercial purpose.

181.1605(3) (3) Sale of list. To be sold to or purchased by any person.

181.1605 History History: 1997 a. 79.

181.1620 181.1620 Financial statements for members.

181.1620(1) (1) Member may demand. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

181.1620(2) (2) Certified public accountant’s report or officer’s statement. If annual financial statements are reported upon by a certified public accountant licensed or certified under ch. 442, the certified public accountant’s report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation’s financial accounting records that includes all of the following:

181.1620(2)(a) (a) A statement of the president’s or other person’s reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.

181.1620(2)(b) (b) A description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

181.1620 History History: 1997 a. 79; 2001 a. 16.

181.1621 181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

181.1621 History History: 1997 a. 79.

subch. XVII of ch. 181 SUBCHAPTER XVII

TRANSITIONAL PROVISIONS

181.1701 181.1701 Applicability of chapter.

181.1701(1) (1) Domestic corporations.

181.1701(1)(a) (a) Except as provided in par. (b), this chapter applies to all corporations in existence on January 1, 1999, that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws.

181.1701(1)(b) (b) A domestic corporation without stock not organized as provided under par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter.

181.1701(1)(c) (c) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.

181.1701(1)(d) (d) An industrial development agency formed under s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter.

181.1701(2) (2) Foreign corporations. This chapter applies to all foreign corporations transacting business in this state beginning on January 1, 1999.

181.1701 History History: 1997 a. 79.

181.1703 181.1703 Saving provisions.

181.1703(1) (1) Effect of repeal. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following:

181.1703(1)(a) (a) The operation of the statute or any action taken under it before its repeal.

181.1703(1)(b) (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal.

181.1703(1)(c) (c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

181.1703(1)(d) (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

181.1703(1)(e) (e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent.

181.1703(2) (2) Penalties and punishments. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

181.1703(3) (3) Reinstatement of dissolved corporation. Section 181.1422 applies to any involuntary or administrative dissolution, even if the dissolution occurred before January 1, 1999.

181.1703 History History: 1997 a. 79; 1999 a. 32.