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181.1162   Plan of conversion.
181.1163   Approval of conversion; amendment; abandonment.
181.1164   Filings required for conversion; effective date.
181.1165   Effect of conversion.
181.1171   Domestication authorized.
181.1172   Plan of domestication.
181.1173   Approval of domestication; amendment; abandonment.
181.1174   Filings required for domestication; effective date.
181.1175   Effect of domestication.
181.1180   Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
SUBCHAPTER XII
SALE OF ASSETS
181.1201   Sale of assets in regular course of activities and mortgage of assets.
181.1202   Sale of assets other than in regular course of activities.
SUBCHAPTER XIII
DISTRIBUTIONS
181.1301   Prohibited distributions.
181.1302   Authorized distributions.
SUBCHAPTER XIV
DISSOLUTION
181.1401   Dissolution by incorporators, directors, members and 3rd persons.
181.1403   Articles of dissolution.
181.1404   Revocation of dissolution.
181.1405   Effect of dissolution.
181.1406   Known claims against dissolved corporation.
181.1407   Survival of remedies and claims.
181.1420   Grounds for administrative dissolution.
181.1421   Procedure for and effect of administrative dissolution.
181.1422   Reinstatement following administrative dissolution.
181.1423   Appeal from denial of reinstatement.
181.1430   Grounds for judicial dissolution.
181.1431   Procedure for judicial dissolution.
181.1432   Receivership or custodianship.
181.1433   Decree of dissolution.
181.1440   Deposit with secretary of revenue.
SUBCHAPTER XV
FOREIGN CORPORATIONS
181.1501   Authority to transact business required.
181.1502   Consequences of transacting business without authority.
181.1503   Application for certificate of authority.
181.1504   Amended certificate of authority.
181.1505   Effect of certificate of authority.
181.1506   Corporate name of foreign corporation.
181.1507   Registered office and registered agent.
181.1508   Change of registered agent or registered office of foreign corporation.
181.1509   Resignation of registered agent of foreign corporation.
181.1510   Service of process, notice, or demand on foreign corporation.
181.1520   Withdrawal of foreign corporation.
181.1530   Grounds for revocation.
181.1531   Procedure for and effect of revocation.
181.1532   Appeal from revocation.
SUBCHAPTER XVI
RECORDS AND REPORTS
181.1601   Corporate records.
181.1602   Inspection of records by members.
181.1603   Scope of inspection rights.
181.1604   Court-ordered inspection.
181.1605   Limitations on use of membership list.
181.1620   Financial statements for members.
181.1621   Report of indemnification to members.
SUBCHAPTER XVII
TRANSITIONAL PROVISIONS
181.1701   Applicability of chapter.
181.1703   Saving provisions.
subch. I of ch. 181 SUBCHAPTER I
GENERAL PROVISIONS
181.0103 181.0103 Definitions. In this chapter:
181.0103(1) (1)“Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.
181.0103(2) (2)“Board" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.
181.0103(3) (3)“Bylaws" means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.
181.0103(4) (4)“Class" means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.
181.0103(5) (5)“Corporation" or “domestic corporation" means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is incorporated under or becomes subject to this chapter, except a foreign corporation.
181.0103(6) (6)“Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.
181.0103(7) (7)“Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
181.0103(8) (8)“Department" means the department of financial institutions.
181.0103(9) (9)“Director" means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by any other name or title to act as a member of the board.
181.0103(10) (10)“Distribution" means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.
181.0103(10g) (10g)“Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.
181.0103(10m) (10m)“Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
181.0103(10p) (10p)“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.
181.0103(11) (11)“Employee" does not include an officer or director who is not otherwise employed by the corporation.
181.0103(12) (12)“Entity" means any person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a stock corporation; a partnership; a limited partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a 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.
181.0103(12g) (12g)“Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.
181.0103(13) (13)“Foreign corporation" means a nonprofit or nonstock corporation organized under a law other than the law of this state and whose governing law is other than the law of this state.
181.0103(13g) (13g)“General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.
181.0103(13m) (13m)“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. 181.0107 or the corresponding applicable law with respect to entities other than domestic corporations.
181.0103(14) (14)“Individual" means a natural person. Except in ss. 181.0802 and 181.0840, “individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.
181.0103(14g) (14g)“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.
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