Wisconsin Statutes 180.1602 – Inspection of records by shareholders
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Terms Used In Wisconsin Statutes 180.1602
- 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
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
(1) In this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner’s behalf.
(1m) Except as provided in sub. (4), a shareholder of a corporation may inspect and copy the corporation’s bylaws, if any, as then in effect, during regular business hours at the corporation’s principal office. To inspect bylaws under this subsection, the shareholder shall give the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the bylaws.
(2)
(a) Except as provided in par. (c) and sub. (4), a shareholder of a corporation who satisfies par. (b) may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:
1. Excerpts from any minutes or records that the corporation is required to keep as permanent records under s. 180.1601 (1).
2. Accounting records of the corporation.
3. The record of shareholders, except as provided in s. 180.1603 (3).
(b) To inspect and copy any of the records under par. (a), the shareholder must satisfy all of the following requirements:
1. The shareholder has been a shareholder of the corporation for at least 6 months before his or her demand under subd. 2., or the shareholder holds at least 5 percent of the outstanding shares of the corporation.
2. The shareholder gives the corporation written notice that complies with s. 180.0141 of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy the records.
3. The shareholder’s demand is made in good faith and for a proper purpose.
4. The shareholder describes with reasonable particularity his or her purpose and the records that he or she desires to inspect.
5. The records are directly connected with his or her purpose.
(c) A person that has delivered the resolution under s. 180.1150 (4) may, by giving written notice to the resident domestic corporation, as defined in s. 180.1150 (1) (c), that complies with s. 180.0141, inspect and copy the record of shareholders of the resident domestic corporation, in person or by agent or attorney at any reasonable time for the purpose of communicating with the shareholders in connection with the special shareholders’ meeting under s. 180.1150 (5).
(3) The rights under this section may not be abolished or limited by the domestic corporation’s articles of incorporation or bylaws.
(4) This section does not affect any of the following:
(a) The right of a shareholder to inspect records under s. 180.0720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant.
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.