RECORDS AND REPORTS
180.1601 Corporate records. 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
180.1703 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
180.1805 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, interest 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. 180.1829 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
180.1903 Formation of service corporation. 180.1905 Business corporation law applicable. 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. GENERAL PROVISIONS
180.0101180.0101 Title. This chapter may be cited as the “Wisconsin business corporation law”. 180.0101 HistoryHistory: 1989 a. 303. 180.0101 AnnotationWisconsin’s Business Corporation Law. Williams & Berry. Wis. Law. June 1990.
180.0101 AnnotationChapter 180 Trailer Bill. DeGuire, Ware, & Williams. Wis. Law. July 1991.
180.0101 AnnotationLLC and Corporation Law Revisions. Boucher & Sosnowski. Wis. Law. Oct. 1996.
180.0103180.0103 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(3m)(3m) “Business” includes every trade, occupation, and profession. 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 becomes 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)(b)(b) A purchase, redemption or other acquisition of shares. 180.0103(7d)(7d) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state. 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” means a person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a nonprofit or nonstock corporation; a limited partnership; a partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a business trust or common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity. 180.0103(8r)(8r) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state. 180.0103(9)(9) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state and whose governing law is 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(9m)(9m) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185. 180.0103(9r)(9r) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 180.0105 or the corresponding applicable law with respect to entities other than domestic corporations. 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(11g)(11g) “Jurisdiction,” used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. 180.0103(11i)(11i) “Limited cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193. 180.0103(11m)(11m) “Person” means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial 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.
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Chs. 178-226, Partnerships and Corporations; Transportation; Utilities; Banks; Savings Associations
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