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180.1602   Inspection of records by shareholders.
180.1603   Scope of inspection right.
180.1604   Court-ordered inspection.
180.1620   Financial statements for shareholders.
180.1622   Annual report for department of financial institutions.
SUBCHAPTER XVII
APPLICATION OF THIS CHAPTER
180.1701   Definition.
180.1703   Application to domestic corporations.
180.1704   Application to foreign corporations.
180.1705   Existing preemptive rights preserved.
180.1706   Certain voting requirements preserved.
180.1707   Certain class voting rights preserved.
180.1708   Applicability of various provisions.
SUBCHAPTER XVIII
STATUTORY CLOSE CORPORATIONS
180.1801   Applicability.
180.1803   Election.
180.1805   Share transfer restrictions.
180.1807   Transfer after corporation's first refusal.
180.1809   Notice of statutory close corporation status.
180.1811   Transfer of shares in breach of transfer restrictions.
180.1813   Merger, share exchange and sale of assets.
180.1815   Termination of statutory close corporation status.
180.1817   Effect of termination of statutory close corporation status.
180.1819   Payment for shares.
180.1821   Election not to have a board of directors.
180.1823   Agreements among shareholders.
180.1824   Irrevocable proxies.
180.1825   Bylaws.
180.1827   Annual meeting.
180.1829   Shareholder sale option at death.
180.1831   Shareholder option to dissolve corporation.
180.1833   Power of court to grant relief.
180.1834   Greater quorum or voting requirements.
180.1835   Limited liability.
180.1837   Officers; execution of documents.
SUBCHAPTER XIX
SERVICE CORPORATIONS
180.1901   Definitions.
180.1903   Formation of service corporation.
180.1905   Business corporation law applicable.
180.1907   Corporate name.
180.1909   Filing articles of incorporation.
180.1911   Participants; conflict of interest.
180.1913   Alternative incorporation by one or 2 persons.
180.1915   Professional relationships and liability.
180.1917   Corporate agents.
180.1919   Continuity; dissolution; stock transfer or redemption.
180.1921   Annual report.
subch. I of ch. 180 SUBCHAPTER I
GENERAL PROVISIONS
180.0101 180.0101 Title. This chapter may be cited as the “Wisconsin business corporation law".
180.0101 History History: 1989 a. 303.
180.0101 Annotation Wisconsin's Business Corporation Law. Williams & Berry. Wis. Law. June 1990.
180.0101 Annotation Chapter 180 Trailer Bill. DeGuire, Ware, & Williams. Wis. Law. July 1991.
180.0101 Annotation LLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996.
180.0103 180.0103 Definitions. In this chapter, except as otherwise provided:
180.0103(1) (1)“Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person.
180.0103(2) (2)“Articles of incorporation" includes amended and restated articles of incorporation.
180.0103(3) (3)“Authorized shares" means the shares of all classes that a domestic corporation or foreign corporation is authorized to issue.
180.0103(4) (4)“Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed it, including printing in italics or boldface or contrasting color, or typing in capitals or with underlining.
180.0103(5) (5)“Corporation" or “domestic corporation," except as used in sub. (9), means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to this chapter. “Corporation" or “domestic corporation" includes, to the extent provided under s. 180.1703, a corporation with capital stock but not organized for profit.
180.0103(6) (6)“Deliver" or “delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.
180.0103(6m) (6m)“Department", except in subs. (8) and (18), means the department of financial institutions.
180.0103(7) (7)“Distribution" means a direct or indirect transfer by a corporation of money or other property, other than its shares, or an incurrence of indebtedness by a corporation, to or for the benefit of its shareholders in respect to any of its shares, including but not limited to any of the following:
180.0103(7)(a) (a) A declaration or payment of a dividend.
180.0103(7)(b) (b) A purchase, redemption or other acquisition of shares.
180.0103(7)(c) (c) A distribution of evidences of indebtedness.
180.0103(7g) (7g)“Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
180.0103(7k) (7k)“Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
180.0103(7m) (7m)“Electronic transmission" or “electronically transmitted" means Internet transmission, telephonic transmission, electronic mail transmission, transmission of a telegram, cablegram, or datagram, or any other form or process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval, and reproduction of information by the recipient.
180.0103(8) (8)“Entity" includes a domestic corporation; a foreign corporation; a limited liability company; a nonstock corporation; a stock or nonstock cooperative association; an unincorporated cooperative association; a profit or nonprofit unincorporated association; a business trust; an estate; a partnership; a trust; 2 or more persons having a joint or common economic interest; a state or an agency, commission, department, authority, bureau or other instrumentality of a state; a governmental subdivision; the United States; and a foreign government.
180.0103(9) (9)“Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state, except a railroad corporation, an association created solely for religious or charitable purposes, an insurer or motor club, a savings and loan association, a savings bank or a common law trust.
180.0103(10) (10)“Governmental subdivision" includes a county, city, village, town and special purpose district.
180.0103(11) (11)“Individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.
180.0103(11e) (11e)“Investment company" means a corporation that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, if the corporation's articles of incorporation state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.
180.0103(11m) (11m)“Person" includes an individual and an entity.
180.0103(12) (12)“Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 180.1622, that is designated as the principal office in its most recent annual report.
180.0103(12m) (12m)“Qualified new business venture" means a foreign corporation that is certified under s. 238.15 (1).
180.0103(13) (13)“Record date" means the date established under s. 180.0623 (4), 180.0640 (2), 180.0702 (2), 180.0704 (4), 180.0705 (3) or 180.0707 on which a corporation determines the identity of its shareholders for purposes of this chapter.
180.0103(14) (14)“Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
180.0103(15) (15)“Shares" means the units into which the proprietary interests in a corporation are divided.
180.0103(16) (16)“Signed" or “signature" includes the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol, with intent to authenticate a writing.
180.0103(17) (17)“Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
180.0103(17m) (17m)“Treasury shares" means shares of a corporation that have been issued, that have been subsequently acquired by and belong to the corporation and that have not been canceled or restored to the status of authorized but unissued shares.
180.0103(18) (18)“United States" includes an authority, bureau, commission, department and any other agency of the United States.
180.0103(19) (19)“Voting group" means any of the following:
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