Wisconsin Statutes 180.1002 – Amendment of articles of incorporation by board of directors
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Unless the articles of incorporation provide otherwise, the corporation‘s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:
Terms Used In Wisconsin Statutes 180.1002
- 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.
- 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) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
(2) To delete the names and addresses of the initial directors.
(3) To delete the names and addresses of the incorporators.
(4) 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.
(5) To change the registered agent or the registered office.
(6) To change each share, whether issued or unissued, of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding or the aggregate preferences and relative rights of that class are not increased to the prejudice of the outstanding shares of any other class.
(7) 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 for the name.
(7m) In the case of an investment company, to change the corporate name, if the investment company notifies shareholders of the change in corporate name not less than 30 days before the effective date of the change.
(8) If the articles of incorporation so provide, to make a change permitted by s. 180.0602.
(8m) In the case of an investment company, to declare an indefinite number of authorized shares.
(8n) In the case of a company that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, to state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.
(9) To make any other change expressly permitted by this chapter to be made without shareholder action.