Chapter 180. Business corporations.
- 180.0101 Title.
- 180.0103 Definitions.
- 180.0120 Filing requirements.
- 180.0121 Forms.
- 180.0122 Filing and service fees.
- 180.0123 Effective date and time of document.
- 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 Notice.
- 180.0142 Number of shareholders.
- 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 Reserved name.
- 180.0403 Registered 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.
- 180.0720 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.
- 180.1101 Merger.
- 180.1102 Share exchange.
- 180.1103 Action on plan of merger or share exchange.
- 180.1104 Merger of subsidiary or parent.
- 180.11045 Merger of indirect wholly owned subsidiary or parent.
- 180.1105 Articles of merger or share exchange.
- 180.1106 Effect of merger or share 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.
- 180.1201 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 state treasurer.
- 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, share 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.