Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.

181.0162 - Relation to electronic signatures in global and national commerce act. - 181.0162 Relation to electronic signatures in global and national commerce...

181.0163 - Forum selection provisions. - 181.0163 Forum selection provisions. The articles of incorporation or the...

181.0201 - Incorporators. - 181.0201 Incorporators. One or more persons may act as the...

181.0202 - Articles of incorporation. - 181.0202 Articles of incorporation. (1) Required content. The articles of...

181.0203 - Incorporation. - 181.0203 Incorporation. (1) When corporate existence begins. The corporate existence...

181.0205 - Organization of corporation. - 181.0205 Organization of corporation. (1) Organizational meeting required. (a) After...

181.0206 - Bylaws. - 181.0206 Bylaws. (1) Initial bylaws. The incorporators, members or board...

181.0207 - Emergency bylaws. - 181.0207 Emergency bylaws. (1) Definition. In this section, “emergency" means...

181.0208 - Filing requirements. - 181.0208 Filing requirements. (1) Subject to sub. (1m), to be...

181.0209 - Effective date and time. - 181.0209 Effective date and time. (1) In general. (a) Except...

181.0210 - Withdrawal of filed record before effectiveness. - 181.0210 Withdrawal of filed record before effectiveness. (1) Except as...

181.0211 - Correcting filed record. - 181.0211 Correcting filed record. (1) A person on whose behalf...

181.0212 - Duty of department to file; review of refusal to file; delivery of record by department. - 181.0212 Duty of department to file; review of refusal to...

181.0213 - Certificate of status. - 181.0213 Certificate of status. (1) Any person may obtain from...

181.0214 - Annual report for department. - 181.0214 Annual report for department. (1) A corporation or foreign...

181.0301 - Purposes. - 181.0301 Purposes. (1) Permitted purposes. A corporation incorporated under this...

181.0302 - General powers. - 181.0302 General powers. Unless its articles of incorporation provide otherwise,...

181.0303 - Emergency powers. - 181.0303 Emergency powers. (1) Definition. In this section, “emergency" has...

181.0304 - Effect of unauthorized corporate acts. - 181.0304 Effect of unauthorized corporate acts. No act of a...

181.0320 - Private foundations. - 181.0320 Private foundations. (1) Prohibited acts. A private foundation, as...

181.0330 - Offer and sale of securities. - 181.0330 Offer and sale of securities. A corporation or a...

181.0401 - Corporate name. - 181.0401 Corporate name. (1) General requirements. (a) The corporate name...

181.0402 - Reservation of name. - 181.0402 Reservation of name. (1) A person may reserve the...

181.0403 - Registration of name. - 181.0403 Registration of name. (1) By foreign corporation. (a) A...

181.0501 - Registered agent and registered office. - 181.0501 Registered agent and registered office. (1m) Each corporation shall...

181.0502 - Change of registered agent or registered office. - 181.0502 Change of registered agent or registered office. (1) A...

181.0503 - Resignation of registered agent. - 181.0503 Resignation of registered agent. (1) A registered agent may...

181.0504 - Service of process, notice, or demand. - 181.0504 Service of process, notice, or demand. (1) A corporation...

181.0505 - Change of name or address by registered agent. - 181.0505 Change of name or address by registered agent. (1)...

181.0506 - Delivery of record. - 181.0506 Delivery of record. (1) Except as otherwise provided in...

181.0507 - Filing fees; certified copies. - 181.0507 Filing fees; certified copies. (1) Subject to sub. (2)...

181.0601 - Admission. - 181.0601 Admission. (1) Criteria and procedures. The articles of incorporation...

181.0602 - Consideration and certificates. - 181.0602 Consideration and certificates. Except as provided in its articles...

181.0603 - No requirement of members. - 181.0603 No requirement of members. A corporation is not required...

181.0610 - Differences in rights and obligations of members. - 181.0610 Differences in rights and obligations of members. All members...

181.0611 - Transfers. - 181.0611 Transfers. (1) When authorized. Except as set forth in...

181.0612 - Member's liability to 3rd parties. - 181.0612 Member's liability to 3rd parties. A member of a...

181.0613 - Member's liability for dues, assessments and fees. - 181.0613 Member's liability for dues, assessments and fees. A member...

181.0614 - Creditor's action against member. - 181.0614 Creditor's action against member. (1) Final judgment required. A...

181.0620 - Termination, expulsion and suspension. - 181.0620 Termination, expulsion and suspension. (1) Termination of membership. Unless...

181.0622 - Purchase of memberships. - 181.0622 Purchase of memberships. A corporation may purchase the membership...

181.0640 - Delegates. - 181.0640 Delegates. (1) Role of delegates. A corporation may provide...

181.0670 - Limited liability of volunteers. - 181.0670 Limited liability of volunteers. (1) Definition. In this section,...

181.0701 - Annual and regular meetings. - 181.0701 Annual and regular meetings. (1) Annual meetings. A corporation...

181.0702 - Special meeting. - 181.0702 Special meeting. (1) When held. A corporation with members...

181.0704 - Action by written consent. - 181.0704 Action by written consent. (1m) Definitions. In this section:...

181.0705 - Notice of meeting. - 181.0705 Notice of meeting. (1) When required. A corporation shall...

181.0706 - Waiver of notice. - 181.0706 Waiver of notice. (1) Waiver requirements. A member may...

181.0707 - Record date; determining members entitled to notice and vote. - 181.0707 Record date; determining members entitled to notice and vote....

181.0708 - Action by written ballot. - 181.0708 Action by written ballot. (1m) Definition. In this section,...

181.0720 - Members' list for meeting. - 181.0720 Members' list for meeting. (1) List of members. After...

181.0721 - Voting entitlement generally. - 181.0721 Voting entitlement generally. (1) In general. Unless the articles...

181.0722 - Quorum requirements. - 181.0722 Quorum requirements. (1) In general. Unless this chapter, the...

181.0723 - Voting requirements. - 181.0723 Voting requirements. (1) In general. A majority of the...

181.0724 - Proxies. - 181.0724 Proxies. (1) Right to vote by proxy. Unless the...

181.0725 - Cumulative voting for directors. - 181.0725 Cumulative voting for directors. (1) In general. If the...

181.0726 - Other methods of electing directors. - 181.0726 Other methods of electing directors. A corporation may provide...

181.0727 - Acceptance of instruments showing member action. - 181.0727 Acceptance of instruments showing member action. (1) When name...

181.0730 - Voting agreements. - 181.0730 Voting agreements. (1) Permissible agreements. Unless prohibited by a...

181.0735 - Voting power. - 181.0735 Voting power. Voting power is determined by taking the...

181.0740 - Derivative proceedings; definition. - 181.0740 Derivative proceedings; definition. In ss. 181.0740 to 181.0747, “derivative...

181.0741 - Derivative proceedings; standing. - 181.0741 Derivative proceedings; standing. A derivative proceeding may be brought...

181.0742 - Derivative proceedings; demand. - 181.0742 Derivative proceedings; demand. No member may commence a derivative...

181.0743 - Derivative proceedings; stay of proceedings. - 181.0743 Derivative proceedings; stay of proceedings. If the corporation or...

181.0744 - Derivative proceedings; dismissal. - 181.0744 Derivative proceedings; dismissal. (1) When dismissal required. The court...

181.0745 - Derivative proceedings; discontinuance or settlement. - 181.0745 Derivative proceedings; discontinuance or settlement. A derivative proceeding may...

181.0746 - Derivative proceedings; payment of expenses. - 181.0746 Derivative proceedings; payment of expenses. (1) Authority of court....

181.0747 - Derivative proceedings; applicability. - 181.0747 Derivative proceedings; applicability. (1) To foreign corporations. In any...

181.0801 - Requirement for and duties of board. - 181.0801 Requirement for and duties of board. (1) Board required....

181.0802 - Qualifications of directors. - 181.0802 Qualifications of directors. A director shall be an individual....

181.0803 - Number of directors. - 181.0803 Number of directors. (1) Minimum number. A board shall...

181.0804 - Election, designation and appointment of directors. - 181.0804 Election, designation and appointment of directors. (1) Corporation with...

181.0805 - Terms of directors generally. - 181.0805 Terms of directors generally. (1) In general. The articles...

181.0806 - Staggered terms for directors. - 181.0806 Staggered terms for directors. Directors may be divided into...

181.0807 - Resignation of directors. - 181.0807 Resignation of directors. (1) Notice. A director may resign...

181.0808 - Removal of directors elected by members or directors. - 181.0808 Removal of directors elected by members or directors. Except...

181.0809 - Removal of designated or appointed directors. - 181.0809 Removal of designated or appointed directors. (1) Designated directors....

181.0810 - Removal of directors by judicial proceeding. - 181.0810 Removal of directors by judicial proceeding. (1) Grounds for...

181.0811 - Vacancies. - 181.0811 Vacancies. (1) Filling of vacancies. Unless otherwise provided in...

181.0820 - Regular and special meetings. - 181.0820 Regular and special meetings. (1) In general. If the...

181.0821 - Action without meeting. - 181.0821 Action without meeting. (1m) Definitions. In this section: (a)...

181.0822 - Call and notice of meetings. - 181.0822 Call and notice of meetings. (1) Regular meetings. Unless...

181.0823 - Waiver of notice. - 181.0823 Waiver of notice. (1) Written waivers. A director may...

181.0824 - Quorum and voting. - 181.0824 Quorum and voting. (1) Quorum. Except as otherwise provided...

181.0825 - Committees of the board. - 181.0825 Committees of the board. If the articles of incorporation...

181.0831 - Director conflict of interest. - 181.0831 Director conflict of interest. (1) When contract or transaction...

181.0832 - Loans to directors and officers. - 181.0832 Loans to directors and officers. (1) Requirements for loan...

181.0833 - Liability for unlawful distributions. - 181.0833 Liability for unlawful distributions. (1) When liable. Except as...

181.0840 - Officers. - 181.0840 Officers. (1) Principal officers. Unless otherwise provided in the...

181.0841 - Duties and authority of officers and agents. - 181.0841 Duties and authority of officers and agents. Each officer...

181.0843 - Resignation and removal of officers. - 181.0843 Resignation and removal of officers. (1) Resignation. An officer...

181.0844 - Contract rights of officers. - 181.0844 Contract rights of officers. (1) Effect of appointment. The...

181.0850 - Reliance by directors or officers. - 181.0850 Reliance by directors or officers. Unless the director or...

181.0853 - Consideration of interests in addition to members' interests. - 181.0853 Consideration of interests in addition to members' interests. In...

181.0855 - Limited liability of directors and officers. - 181.0855 Limited liability of directors and officers. (1) In general....

181.0860 - Statements of changes in directors or principal officers. - 181.0860 Statements of changes in directors or principal officers. (1)...

181.0871 - Definitions applicable to indemnification and insurance provisions. - 181.0871 Definitions applicable to indemnification and insurance provisions. In ss....

181.0872 - Mandatory indemnification. - 181.0872 Mandatory indemnification. (1) In general. A corporation shall indemnify...

181.0873 - Determination of right to indemnification. - 181.0873 Determination of right to indemnification. Unless otherwise provided by...

181.0874 - Allowance of expenses as incurred. - 181.0874 Allowance of expenses as incurred. Upon written request by...

181.0875 - Corporation may limit indemnification. - 181.0875 Corporation may limit indemnification. (1) Methods of limiting obligation....

181.0877 - Additional rights to indemnification and allowance of expenses. - 181.0877 Additional rights to indemnification and allowance of expenses. (1)...

181.0879 - Court-ordered indemnification. - 181.0879 Court-ordered indemnification. (1) Application to court. Except as provided...

181.0881 - Indemnification and allowance of expenses of employees and agents. - 181.0881 Indemnification and allowance of expenses of employees and agents....

181.0883 - Insurance. - 181.0883 Insurance. A corporation may purchase and maintain insurance on...

181.0889 - Indemnification and insurance against securities law claims. - 181.0889 Indemnification and insurance against securities law claims. (1) In...

181.1001 - Authority to amend articles of incorporation. - 181.1001 Authority to amend articles of incorporation. A corporation may...

181.1002 - Amendment of articles of incorporation by directors. - 181.1002 Amendment of articles of incorporation by directors. (1) Corporations...

181.1003 - Amendment of articles of incorporation by directors and members. - 181.1003 Amendment of articles of incorporation by directors and members....

181.1004 - Class voting by members on amendments to articles of incorporation. - 181.1004 Class voting by members on amendments to articles of...

181.1005 - Articles of amendment. - 181.1005 Articles of amendment. A corporation amending its articles of...

181.1006 - Restated articles of incorporation. - 181.1006 Restated articles of incorporation. (1) When permitted. A corporation's...

181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization. - 181.1007 Amendment of articles of incorporation pursuant to judicial reorganization....

181.1008 - Effect of amendment and restatement of articles of incorporation. - 181.1008 Effect of amendment and restatement of articles of incorporation....

181.1020 - Amendment of bylaws by directors. - 181.1020 Amendment of bylaws by directors. If a corporation has...

181.1021 - Amendment of bylaws by directors and members. - 181.1021 Amendment of bylaws by directors and members. (1) By...

181.1022 - Class voting by members on amendments of bylaws. - 181.1022 Class voting by members on amendments of bylaws. (1)...

181.1030 - Approval by 3rd persons. - 181.1030 Approval by 3rd persons. The articles of incorporation may...

181.1100 - Definitions. - 181.1100 Definitions. In this subchapter: (1c) “Acquired entity" means the...

181.11001 - Relationship of subchapter to other laws. - 181.11001 Relationship of subchapter to other laws. (1) This subchapter...

181.11002 - Existing purpose. - 181.11002 Existing purpose. (1) Property held for a charitable purpose...

181.11003 - Nonexclusivity. - 181.11003 Nonexclusivity. The fact that a transaction under this subchapter...

181.11004 - Reference to external facts. - 181.11004 Reference to external facts. A plan may refer to...

181.1101 - Merger authorized. - 181.1101 Merger authorized. (1) One or more domestic corporations may...

181.1102 - Plan of merger. - 181.1102 Plan of merger. (1) A plan of merger must...

181.1103 - Approval of merger; amendment; abandonment. - 181.1103 Approval of merger; amendment; abandonment. (1m) Manner of approval...

181.11045 - Filings required for merger; effective date. - 181.11045 Filings required for merger; effective date. (1) After a...

181.11055 - Effect of merger. - 181.11055 Effect of merger. (1) When a merger becomes effective,...

181.1108 - Bequests, devises, and gifts. - 181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant,...

181.1131 - Interest exchange authorized. - 181.1131 Interest exchange authorized. (1) A domestic corporation may acquire...

181.1132 - Plan of interest exchange. - 181.1132 Plan of interest exchange. (1) The plan of interest...

181.1133 - Approval of interest exchange; amendment; abandonment. - 181.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to...

181.1134 - Filings required for interest exchange; effective date. - 181.1134 Filings required for interest exchange; effective date. (1) After...

181.1135 - Effect of interest exchange. - 181.1135 Effect of interest exchange. (1) When an interest exchange...

181.1150 - Conversion of cooperative. - 181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative...

181.1161 - Conversion authorized. - 181.1161 Conversion authorized. (1m) A domestic corporation may convert to...

181.1162 - Plan of conversion. - 181.1162 Plan of conversion. (1) A plan of conversion must...

181.1163 - Approval of conversion; amendment; abandonment. - 181.1163 Approval of conversion; amendment; abandonment. (1) Subject to s....

181.1164 - Filings required for conversion; effective date. - 181.1164 Filings required for conversion; effective date. (1) After the...

181.1165 - Effect of conversion. - 181.1165 Effect of conversion. (1) When a conversion becomes effective,...

181.1171 - Domestication authorized. - 181.1171 Domestication authorized. A domestic corporation may domesticate as a...

181.1172 - Plan of domestication. - 181.1172 Plan of domestication. (1) A plan of domestication must...

181.1173 - Approval of domestication; amendment; abandonment. - 181.1173 Approval of domestication; amendment; abandonment. (1) Subject to s....

181.1174 - Filings required for domestication; effective date. - 181.1174 Filings required for domestication; effective date. (1) After the...

181.1175 - Effect of domestication. - 181.1175 Effect of domestication. (1) When a domestication becomes effective,...

181.1180 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications. - 181.1180 Restrictions on approval of mergers, interest exchanges, conversions, and...

181.1201 - Sale of assets in regular course of activities and mortgage of assets. - 181.1201 Sale of assets in regular course of activities and...

181.1202 - Sale of assets other than in regular course of activities. - 181.1202 Sale of assets other than in regular course of...

181.1301 - Prohibited distributions. - 181.1301 Prohibited distributions. Except as provided in s. 181.1302, a...

181.1302 - Authorized distributions. - 181.1302 Authorized distributions. (1) Purchase of memberships. A corporation may...

181.1401 - Dissolution by incorporators, directors, members and 3rd persons. - 181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1)...

181.1403 - Articles of dissolution. - 181.1403 Articles of dissolution. (1) Filing requirements. At any time...

181.1404 - Revocation of dissolution. - 181.1404 Revocation of dissolution. (1) When permitted. A corporation may...

181.1405 - Effect of dissolution. - 181.1405 Effect of dissolution. (1) Powers of dissolved corporation. A...

181.1406 - Known claims against dissolved corporation. - 181.1406 Known claims against dissolved corporation. (1) Definition. In this...

181.1407 - Survival of remedies and claims. - 181.1407 Survival of remedies and claims. (1) Commencement of actions...

181.1420 - Grounds for administrative dissolution. - 181.1420 Grounds for administrative dissolution. The department may bring a...

181.1421 - Procedure for and effect of administrative dissolution. - 181.1421 Procedure for and effect of administrative dissolution. (1) Notice...

181.1422 - Reinstatement following administrative dissolution. - 181.1422 Reinstatement following administrative dissolution. (1) Application for reinstatement. A...

181.1423 - Appeal from denial of reinstatement. - 181.1423 Appeal from denial of reinstatement. (1) Notice of denial....

181.1430 - Grounds for judicial dissolution. - 181.1430 Grounds for judicial dissolution. (1) Who may bring proceeding....

181.1431 - Procedure for judicial dissolution. - 181.1431 Procedure for judicial dissolution. (1) Who are parties. It...

181.1432 - Receivership or custodianship. - 181.1432 Receivership or custodianship. (1) Powers of court. A court...

181.1433 - Decree of dissolution. - 181.1433 Decree of dissolution. (1) Entering decree. If after a...

181.1440 - Deposit with secretary of revenue. - 181.1440 Deposit with secretary of revenue. Assets of a dissolved...

181.1501 - Authority to transact business required. - 181.1501 Authority to transact business required. (1) In general. A...

181.1502 - Consequences of transacting business without authority. - 181.1502 Consequences of transacting business without authority. (1) Court proceedings...

181.1503 - Application for certificate of authority. - 181.1503 Application for certificate of authority. (1) Filing requirements. A...

181.1504 - Amended certificate of authority. - 181.1504 Amended certificate of authority. (1) When required. A foreign...

181.1505 - Effect of certificate of authority. - 181.1505 Effect of certificate of authority. (1) Transaction of business....

181.1506 - Corporate name of foreign corporation. - 181.1506 Corporate name of foreign corporation. (1) Fictitious name. If...

181.1507 - Registered office and registered agent. - 181.1507 Registered office and registered agent. (1m) Each foreign corporation...

181.1508 - Change of registered agent or registered office of foreign corporation. - 181.1508 Change of registered agent or registered office of foreign...

181.1509 - Resignation of registered agent of foreign corporation. - 181.1509 Resignation of registered agent of foreign corporation. (1) A...

181.1510 - Service of process, notice, or demand on foreign corporation. - 181.1510 Service of process, notice, or demand on foreign corporation....

181.1520 - Withdrawal of foreign corporation. - 181.1520 Withdrawal of foreign corporation. (1) Certificate required. A foreign...

181.1530 - Grounds for revocation. - 181.1530 Grounds for revocation. (1) Permissive revocation by department. Except...

181.1531 - Procedure for and effect of revocation. - 181.1531 Procedure for and effect of revocation. (1) Notice of...

181.1532 - Appeal from revocation. - 181.1532 Appeal from revocation. (1) Right to appeal. A foreign...

181.1601 - Corporate records. - 181.1601 Corporate records. (1) Minutes and records of action. A...

181.1602 - Inspection of records by members. - 181.1602 Inspection of records by members. (1) Records at principal...

181.1603 - Scope of inspection rights. - 181.1603 Scope of inspection rights. (1) Agents and attorneys. A...

181.1604 - Court-ordered inspection. - 181.1604 Court-ordered inspection. (1) Records at principal office. If a...

181.1605 - Limitations on use of membership list. - 181.1605 Limitations on use of membership list. Without consent of...

181.1620 - Financial statements for members. - 181.1620 Financial statements for members. (1) Member may demand. A...

181.1621 - Report of indemnification to members. - 181.1621 Report of indemnification to members. If a corporation indemnifies...

181.1701 - Applicability of chapter. - 181.1701 Applicability of chapter. (1) Domestic corporations. (a) Except as...

181.1703 - Saving provisions. - 181.1703 Saving provisions. (1) Effect of repeal. Except as provided...

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Wisconsin Statutes & Annotations Chapter 181 - Nonstock corporations.

Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.