Business corporations.

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  2. Wisconsin Statutes & Annotations
  3. Business corporations.

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Section
180.0101

Title.

Section
180.0103

Definitions.

Section
180.0120

Filing requirements.

Section
180.0121

Forms.

Section
180.0122

Filing and service fees.

Section
180.0123

Effective date and time of document.

Section
180.0124

Correcting filed document.

Section
180.0125

Filing duty of department of financial institutions.

Section
180.0126

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

Section
180.0127

Evidentiary effect of copy of filed document.

Section
180.0128

Confirmation of status.

Section
180.0129

Penalty for false document.

Section
180.0141

Notice.

Section
180.0142

Number of shareholders.

Section
180.0201

Incorporators.

Section
180.0202

Articles of incorporation.

Section
180.0203

Incorporation.

Section
180.0205

Organization of corporation.

Section
180.0206

Bylaws.

Section
180.0207

Emergency bylaws.

Section
180.0301

Purposes.

Section
180.0302

General powers.

Section
180.0303

Emergency powers.

Section
180.0304

Lack of corporate power.

Section
180.0401

Corporate name.

Section
180.0402

Reserved name.

Section
180.0403

Registered name.

Section
180.0501

Registered office and registered agent.

Section
180.0502

Change of registered office or registered agent.

Section
180.0503

Resignation of registered agent.

Section
180.0504

Service on corporation.

Section
180.0601

Authorized shares.

Section
180.0602

Terms of class or series determined by board of directors.

Section
180.0603

Issued and outstanding shares.

Section
180.0604

Fractional shares.

Section
180.0620

Subscription for shares.

Section
180.0621

Issuance of shares.

Section
180.0622

Liability of shareholders, transferees and others.

Section
180.0623

Share dividends.

Section
180.0624

Share rights, options and warrants.

Section
180.0625

Form and content of certificates.

Section
180.0626

Shares without certificates.

Section
180.0627

Restriction on transfer of shares and other securities.

Section
180.0628

Expense of issuing shares.

Section
180.0630

Preemptive rights.

Section
180.0631

Corporation's acquisition of its own shares.

Section
180.0640

Distributions to shareholders.

Section
180.0701

Annual meeting.

Section
180.0702

Special meeting.

Section
180.0703

Court-ordered meeting.

Section
180.0704

Action without meeting.

Section
180.0705

Notice of meeting.

Section
180.0706

Waiver of and exemption from notice.

Section
180.0707

Record date.

Section
180.0708

Conduct of meeting.

Section
180.0709

Remote participation in shareholders' meeting.

Section
180.0720

Shareholders' list for meeting.

Section
180.0721

Voting entitlement of shares.

Section
180.0722

Proxies.

Section
180.0723

Shares held by nominees.

Section
180.0724

Acceptance of instruments showing shareholder action.

Section
180.0725

Quorum and voting requirements for voting groups.

Section
180.0726

Action by single and multiple voting groups.

Section
180.0727

Greater or lower quorum or greater voting requirements.

Section
180.0728

Voting for directors; cumulative voting.

Section
180.0730

Voting trusts.

Section
180.0731

Voting agreements.

Section
180.0740

Definitions applicable to ss. 180.0740 to 180.0747.

Section
180.0741

Standing.

Section
180.0742

Demand.

Section
180.0743

Stay of proceedings.

Section
180.0744

Dismissal.

Section
180.0745

Discontinuance or settlement.

Section
180.0746

Payment of expenses.

Section
180.0747

Applicability to foreign corporations.

Section
180.0801

Requirement for and duties of board of directors.

Section
180.0802

Qualifications of directors.

Section
180.0803

Number and election of directors.

Section
180.0804

Election of directors by certain classes of shareholders.

Section
180.0805

Terms of directors generally.

Section
180.0806

Staggered terms of directors.

Section
180.0807

Resignation of directors.

Section
180.0808

Removal of directors by shareholders.

Section
180.0809

Removal of directors by judicial proceeding.

Section
180.0810

Vacancy on board.

Section
180.0811

Compensation of directors.

Section
180.0820

Meetings.

Section
180.0821

Action without meeting.

Section
180.0822

Notice of meeting.

Section
180.0823

Waiver of notice.

Section
180.0824

Quorum and voting.

Section
180.0825

Committees.

Section
180.0826

Reliance by directors or officers.

Section
180.0827

Consideration of interests in addition to shareholders' interests.

Section
180.0828

Limited liability of directors.

Section
180.0831

Director conflict of interest.

Section
180.0832

Loans to directors.

Section
180.0833

Liability for unlawful distributions.

Section
180.0840

Officers.

Section
180.0841

Duties of officers.

Section
180.0843

Resignation and removal of officers.

Section
180.0844

Contract rights of officers.

Section
180.0850

Definitions applicable to indemnification and insurance provisions.

Section
180.0851

Mandatory indemnification.

Section
180.0852

Corporation may limit indemnification.

Section
180.0853

Allowance of expenses as incurred.

Section
180.0854

Court-ordered indemnification.

Section
180.0855

Determination of right to indemnification.

Section
180.0856

Indemnification and allowance of expenses of employees and agents.

Section
180.0857

Insurance.

Section
180.0858

Additional rights to indemnification and allowance of expenses.

Section
180.0859

Indemnification and insurance against securities law claims.

Section
180.0860

Statements of changes in directors or principal.

Section
180.1001

Authority to amend articles of incorporation.

Section
180.1002

Amendment of articles of incorporation by board of directors.

Section
180.1003

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

Section
180.1004

Voting on amendments by voting groups.

Section
180.1005

Amendment before issuance of shares.

Section
180.1006

Articles of amendment.

Section
180.1007

Restated articles of incorporation.

Section
180.1008

Amendment pursuant to reorganization.

Section
180.1009

Effect of amendment.

Section
180.1020

Amendment of bylaws by board of directors or shareholders.

Section
180.1021

Bylaw fixing quorum or voting requirements for shareholders.

Section
180.1022

Bylaw fixing quorum or voting requirements for directors.

Section
180.1100

Definitions.

Section
180.1101

Merger.

Section
180.1102

Share exchange.

Section
180.1103

Action on plan of merger or share exchange.

Section
180.1104

Merger of subsidiary or parent.

Section
180.1105

Articles of merger or share exchange.

Section
180.1106

Effect of merger or share exchange.

Section
180.1130

Definitions applicable to ss. 180.1130 to 180.1134.

Section
180.1131

Shareholder vote.

Section
180.1132

Exceptions.

Section
180.1133

Other requirements for greater votes.

Section
180.1134

Actions during take-over offer.

Section
180.1140

Definitions applicable to business combination provisions.

Section
180.1141

Restrictions on business combinations.

Section
180.1142

Determining market value and control.

Section
180.1143

Exclusions from business combination restrictions.

Section
180.1144

Relationship to other laws.

Section
180.1150

Control share voting restrictions.

Section
180.1161

Conversion.

Section
180.1201

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

Section
180.1202

Sale of assets other than in regular course of business.

Section
180.1301

Definitions.

Section
180.1302

Right to dissent.

Section
180.1303

Dissent by shareholders and beneficial shareholders.

Section
180.1320

Notice of dissenters' rights.

Section
180.1321

Notice of intent to demand payment.

Section
180.1322

Dissenters' notice.

Section
180.1323

Duty to demand payment.

Section
180.1324

Restrictions on uncertificated shares.

Section
180.1325

Payment.

Section
180.1326

Failure to take action.

Section
180.1327

After-acquired shares.

Section
180.1328

Procedure if dissenter dissatisfied with payment or offer.

Section
180.1330

Court action.

Section
180.1331

Court costs and counsel fees.

Section
180.1401

Dissolution before issuance of shares.

Section
180.1402

Dissolution by board of directors and shareholders.

Section
180.1403

Articles of dissolution for dissolution under s. 180.1402.

Section
180.1404

Revocation of dissolution.

Section
180.1405

Effect of dissolution.

Section
180.1406

Known claims against dissolved corporation.

Section
180.1407

Claims against dissolved corporation generally.

Section
180.1408

Enforcing claims.

Section
180.1420

Grounds for administrative dissolution.

Section
180.1421

Procedure for and effect of administrative dissolution.

Section
180.1422

Reinstatement following administrative dissolution.

Section
180.1423

Appeal from denial of reinstatement.

Section
180.1430

Grounds for judicial dissolution.

Section
180.1431

Procedure for judicial dissolution.

Section
180.1432

Receivership.

Section
180.1433

Decree of dissolution.

Section
180.1440

Delivery to secretary of revenue.

Section
180.1501

Authority to transact business required.

Section
180.1502

Consequences of transacting business without authority.

Section
180.1503

Application for certificate of authority.

Section
180.1504

Amended certificate of authority.

Section
180.1505

Effect of certificate of authority.

Section
180.1506

Corporate name of foreign corporation.

Section
180.1507

Registered office and registered agent of foreign corporation.

Section
180.1508

Change of registered office or registered agent of foreign corporation.

Section
180.1509

Resignation of registered agent of foreign corporation.

Section
180.1510

Service on foreign corporation.

Section
180.1520

Withdrawal of foreign corporation.

Section
180.1530

Grounds for revocation.

Section
180.1531

Procedure for and effect of revocation.

Section
180.1532

Appeal from revocation.

Section
180.1601

Corporate records.

Section
180.1602

Inspection of records by shareholders.

Section
180.1603

Scope of inspection right.

Section
180.1604

Court-ordered inspection.

Section
180.1620

Financial statements for shareholders.

Section
180.1622

Annual report for department of financial institutions.

Section
180.1701

Definition.

Section
180.1703

Application to domestic corporations.

Section
180.1704

Application to foreign corporations.

Section
180.1705

Existing preemptive rights preserved.

Section
180.1706

Certain voting requirements preserved.

Section
180.1707

Certain class voting rights preserved.

Section
180.1708

Applicability of various provisions.

Section
180.1801

Applicability.

Section
180.1803

Election.

Section
180.1805

Share transfer restrictions.

Section
180.1807

Transfer after corporation's first refusal.

Section
180.1809

Notice of statutory close corporation status.

Section
180.1811

Transfer of shares in breach of transfer restrictions.

Section
180.1813

Merger, share exchange and sale of assets.

Section
180.1815

Termination of statutory close corporation status.

Section
180.1817

Effect of termination of statutory close corporation status.

Section
180.1819

Payment for shares.

Section
180.1821

Election not to have a board of directors.

Section
180.1823

Agreements among shareholders.

Section
180.1824

Irrevocable proxies.

Section
180.1825

Bylaws.

Section
180.1827

Annual meeting.

Section
180.1829

Shareholder sale option at death.

Section
180.1831

Shareholder option to dissolve corporation.

Section
180.1833

Power of court to grant relief.

Section
180.1834

Greater quorum or voting requirements.

Section
180.1835

Limited liability.

Section
180.1837

Officers; execution of documents.

Section
180.1901

Definitions.

Section
180.1903

Formation of service corporation.

Section
180.1905

Business corporation law applicable.

Section
180.1907

Corporate name.

Section
180.1909

Filing articles of incorporation.

Section
180.1911

Participants; conflict of interest.

Section
180.1913

Alternative incorporation by one or 2 persons.

Section
180.1915

Professional relationships and liability.

Section
180.1917

Corporate agents.

Section
180.1919

Continuity; dissolution; stock transfer or redemption.

Section
180.1921

Annual report.

Section
180.11045

Merger of indirect wholly owned subsidiary or parent.