Wisconsin Statutes & Annotations
Chapter 180 - Business corporations.
180.0302 - General powers.

180.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as a natural person to do all things necessary or convenient to carry out its business and affairs, including but not limited to power to do all of the following:
(1) Sue and be sued, complain and defend in its corporate name.
(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
(3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.
(4) Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.
(5) Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.
(6) Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal in and with shares or other interests in, or obligations of, any other entity.
(7) Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.
(8) Lend money, invest and reinvest its funds and receive and hold property as security for repayment.
(9) Be a promoter, partner, member, associate or manager of an entity.
(10) Conduct its business, locate offices and exercise the powers granted by this chapter in or outside this state.
(11) Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and, subject to s. 180.0832, lend them money and credit.
(12) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents of the corporation and its subsidiaries.
(13) Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
(14) Transact any lawful business that will aid governmental policy.
(15) Make payments or donations, or do any other act, not prohibited by law, that furthers the business and affairs of the corporation.
(16) Provide benefits or payments to directors, officers and employees of the corporation or its subsidiaries, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation or its subsidiaries.
History: 1989 a. 303.
A corporation under this chapter cannot offer general trust services to the public, notwithstanding compliance with s. 223.105. 78 Atty. Gen. 153.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 180 - Business corporations.

180.0101 - Title.

180.0103 - Definitions.

180.0105 - Governing law.

180.0112 - Delivery of a record.

180.0120 - Filing requirements.

180.0121 - Forms.

180.0122 - Filing and service fees.

180.0123 - Effective date and time.

180.0124 - Correcting filed document.

180.0125 - Filing duty of department of financial institutions.

180.0126 - Appeal from department of financial institutions' refusal to file document.

180.0127 - Evidentiary effect of copy of filed document.

180.0128 - Confirmation of status.

180.0129 - Penalty for false document.

180.0141 - Knowledge; notice.

180.0142 - Number of shareholders.

180.0143 - Withdrawal of filed documents before effectiveness.

180.0144 - Relation to electronic signatures in global and national commerce act.

180.0145 - Forum selection provisions.

180.0201 - Incorporators.

180.0202 - Articles of incorporation.

180.0203 - Incorporation.

180.0205 - Organization of corporation.

180.0206 - Bylaws.

180.0207 - Emergency bylaws.

180.0301 - Purposes.

180.0302 - General powers.

180.0303 - Emergency powers.

180.0304 - Lack of corporate power.

180.0401 - Corporate name.

180.0402 - Reservation of name.

180.0403 - Registration of name.

180.0501 - Registered office and registered agent.

180.0502 - Change of registered office or registered agent.

180.0503 - Resignation of registered agent.

180.0504 - Service on corporation.

180.0601 - Authorized shares.

180.0602 - Terms of class or series determined by board of directors.

180.0603 - Issued and outstanding shares.

180.0604 - Fractional shares.

180.0620 - Subscription for shares.

180.0621 - Issuance of shares.

180.0622 - Liability of shareholders, transferees and others.

180.0623 - Share dividends.

180.0624 - Share rights, options and warrants.

180.0625 - Form and content of certificates.

180.0626 - Shares without certificates.

180.0627 - Restriction on transfer of shares and other securities.

180.0628 - Expense of issuing shares.

180.0630 - Preemptive rights.

180.0631 - Corporation's acquisition of its own shares.

180.0640 - Distributions to shareholders.

180.0701 - Annual meeting.

180.0702 - Special meeting.

180.0703 - Court-ordered meeting.

180.0704 - Action without meeting.

180.0705 - Notice of meeting.

180.0706 - Waiver of and exemption from notice.

180.0707 - Record date.

180.0708 - Conduct of meeting.

180.0709 - Remote participation in shareholders' meeting.

180.0720 - Shareholders' list for meeting.

180.0721 - Voting entitlement of shares.

180.0722 - Proxies.

180.0723 - Shares held by nominees.

180.0724 - Acceptance of instruments showing shareholder action.

180.0725 - Quorum and voting requirements for voting groups.

180.0726 - Action by single and multiple voting groups.

180.0727 - Greater or lower quorum or greater voting requirements.

180.0728 - Voting for directors; cumulative voting.

180.0730 - Voting trusts.

180.0731 - Voting agreements.

180.0740 - Definitions applicable to ss. 180.0740 to 180.0747.

180.0741 - Standing.

180.0742 - Demand.

180.0743 - Stay of proceedings.

180.0744 - Dismissal.

180.0745 - Discontinuance or settlement.

180.0746 - Payment of expenses.

180.0747 - Applicability to foreign corporations.

180.0801 - Requirement for and duties of board of directors.

180.0802 - Qualifications of directors.

180.0803 - Number and election of directors.

180.0804 - Election of directors by certain classes of shareholders.

180.0805 - Terms of directors generally.

180.0806 - Staggered terms of directors.

180.0807 - Resignation of directors.

180.0808 - Removal of directors by shareholders.

180.0809 - Removal of directors by judicial proceeding.

180.0810 - Vacancy on board.

180.0811 - Compensation of directors.

180.0820 - Meetings.

180.0821 - Action without meeting.

180.0822 - Notice of meeting.

180.0823 - Waiver of notice.

180.0824 - Quorum and voting.

180.0825 - Committees.

180.0826 - Reliance by directors or officers.

180.0827 - Consideration of interests in addition to shareholders' interests.

180.0828 - Limited liability of directors.

180.0831 - Director conflict of interest.

180.0832 - Loans to directors.

180.0833 - Liability for unlawful distributions.

180.0840 - Officers.

180.0841 - Duties of officers.

180.0843 - Resignation and removal of officers.

180.0844 - Contract rights of officers.

180.0850 - Definitions applicable to indemnification and insurance provisions.

180.0851 - Mandatory indemnification.

180.0852 - Corporation may limit indemnification.

180.0853 - Allowance of expenses as incurred.

180.0854 - Court-ordered indemnification.

180.0855 - Determination of right to indemnification.

180.0856 - Indemnification and allowance of expenses of employees and agents.

180.0857 - Insurance.

180.0858 - Additional rights to indemnification and allowance of expenses.

180.0859 - Indemnification and insurance against securities law claims.

180.0860 - Statements of changes in directors or principal.

180.1001 - Authority to amend articles of incorporation.

180.1002 - Amendment of articles of incorporation by board of directors.

180.1003 - Amendment of articles of incorporation by board of directors and shareholders.

180.1004 - Voting on amendments by voting groups.

180.1005 - Amendment before issuance of shares.

180.1006 - Articles of amendment.

180.1007 - Restated articles of incorporation.

180.1008 - Amendment pursuant to reorganization.

180.1009 - Effect of amendment.

180.1020 - Amendment of bylaws by board of directors or shareholders.

180.1021 - Bylaw fixing quorum or voting requirements for shareholders.

180.1022 - Bylaw fixing quorum or voting requirements for directors.

180.1100 - Definitions.

180.11001 - Relationship of subchapter to other laws.

180.11002 - Existing purpose.

180.11003 - Nonexclusivity.

180.11004 - Reference to external facts.

180.1101 - Merger authorized.

180.11012 - Plan of merger.

180.1102 - Interest exchange authorized.

180.11021 - Plan of interest exchange.

180.11031 - Approval of merger or interest exchange; amendment; abandonment.

180.11032 - Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.

180.1104 - Merger of subsidiary or parent.

180.11045 - Merger of indirect wholly owned subsidiary or parent.

180.1105 - Articles of merger or interest exchange.

180.1106 - Effect of merger or interest exchange.

180.1130 - Definitions applicable to ss. 180.1130 to 180.1134.

180.1131 - Shareholder vote.

180.1132 - Exceptions.

180.1133 - Other requirements for greater votes.

180.1134 - Actions during take-over offer.

180.1140 - Definitions applicable to business combination provisions.

180.1141 - Restrictions on business combinations.

180.1142 - Determining market value and control.

180.1143 - Exclusions from business combination restrictions.

180.1144 - Relationship to other laws.

180.1150 - Control share voting restrictions.

180.1161 - Conversion.

180.1171 - Domestication authorized.

180.1172 - Plan of domestication.

180.1173 - Approval of domestication; amendment; abandonment.

180.1174 - Filings required for domestication; effective date.

180.1175 - Effect of domestication.

180.1201 - Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.

180.1202 - Sale of assets other than in regular course of business.

180.1301 - Definitions.

180.1302 - Right to dissent.

180.1303 - Dissent by shareholders and beneficial shareholders.

180.1320 - Notice of dissenters' rights.

180.1321 - Notice of intent to demand payment.

180.1322 - Dissenters' notice.

180.1323 - Duty to demand payment.

180.1324 - Restrictions on uncertificated shares.

180.1325 - Payment.

180.1326 - Failure to take action.

180.1327 - After-acquired shares.

180.1328 - Procedure if dissenter dissatisfied with payment or offer.

180.1330 - Court action.

180.1331 - Court costs and counsel fees.

180.1401 - Dissolution before issuance of shares.

180.1402 - Dissolution by board of directors and shareholders.

180.1403 - Articles of dissolution for dissolution under s. 180.1402.

180.1404 - Revocation of dissolution.

180.1405 - Effect of dissolution.

180.1406 - Known claims against dissolved corporation.

180.1407 - Claims against dissolved corporation generally.

180.1408 - Enforcing claims.

180.1420 - Grounds for administrative dissolution.

180.1421 - Procedure for and effect of administrative dissolution.

180.1422 - Reinstatement following administrative dissolution.

180.1423 - Appeal from denial of reinstatement.

180.1430 - Grounds for judicial dissolution.

180.1431 - Procedure for judicial dissolution.

180.1432 - Receivership.

180.1433 - Decree of dissolution.

180.1440 - Delivery to secretary of revenue.

180.1501 - Authority to transact business required.

180.1502 - Consequences of transacting business without authority.

180.1503 - Application for certificate of authority.

180.1504 - Amended certificate of authority.

180.1505 - Effect of certificate of authority.

180.1506 - Corporate name of foreign corporation.

180.1507 - Registered office and registered agent of foreign corporation.

180.1508 - Change of registered office or registered agent of foreign corporation.

180.1509 - Resignation of registered agent of foreign corporation.

180.1510 - Service on foreign corporation.

180.1520 - Withdrawal of foreign corporation.

180.1530 - Grounds for revocation.

180.1531 - Procedure for and effect of revocation.

180.1532 - Appeal from revocation.

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.

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.

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, 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.

180.1825 - 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.

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.