Wisconsin Statutes 181.1002 – Amendment of articles of incorporation by directors
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Terms Used In Wisconsin Statutes 181.1002
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) Corporations with voting rights. Unless the articles of incorporation provide otherwise, a corporation‘s board may adopt any of the following amendments to the corporation’s articles of incorporation, without the approval of members with voting rights:
(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(b) To delete the names and addresses of the initial directors.
(c) To delete the names and addresses of the incorporators.
(d) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the department.
(e) To change the registered agent or the registered office.
(f) To change the corporate name by substituting the word “corporation”, “incorporated”, “company” or, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of similar meaning in another language, for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name.
(g) To make any other change expressly permitted by this chapter to be made without member approval.
(2) Corporations with no voting members. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation’s articles of incorporation subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted.