Wisconsin Statutes 180.1919 – Continuity; dissolution; stock transfer or redemption
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Terms Used In Wisconsin Statutes 180.1919
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Month: means a calendar month unless otherwise expressed. See Wisconsin Statutes 990.01
- Qualified: when applied to any person elected or appointed to office, means that such person has done those things which the person was by law required to do before entering upon the duties of the person's office. See Wisconsin Statutes 990.01
(1)
(a) A service corporation has perpetual existence until dissolved in accordance with other provisions of this chapter.
(b)
1. Except as provided in subd. 2., if all shareholders of a service corporation cease at any one time and for any reason to be licensed, certified or registered in the particular field of endeavor for which the service corporation was organized, the service corporation is converted into and shall operate solely as a business corporation under applicable provisions of this chapter, exclusive of ss. 180.1901 to 180.1921.
2. If not more than 50 percent of the shareholders in a service corporation described in s. 180.1903 (1m) at any one time are not certified public accountants, the service corporation is converted into and shall operate solely as a business corporation under applicable provisions of this chapter, exclusive of ss. 180.1901 to 180.1921.
(2)
(a) Within 90 days after a shareholder’s date of death or disqualification under s. 180.1911 (2) to own shares in the service corporation, all of the shares of the shareholder shall be transferred to, and acquired by, the service corporation or persons qualified to own the shares. If no other provision to accomplish the transfer and acquisition is in effect and carried out within the 90-day period, the service corporation shall purchase and redeem all of the deceased or disqualified shareholder’s shares of the service corporation at the book value of the shares, determined as of the end of the month immediately before death or disqualification.
(b) For purposes of par. (a), the book value is determined from the books and records of the service corporation in accordance with the regular methods of accounting used by the service corporation to determine its net taxable income for federal income tax purposes. A subsequent adjustment of the service corporation’s net taxable income, whether by the service corporation, by federal income tax audit made and agreed to, or by a court decision which has become final, does not alter the redemption price.
(c) This section does not prevent the parties involved from making any other arrangement, or providing in the service corporation’s articles of incorporation or bylaws or by contract, to transfer the shares of a deceased or disqualified shareholder to the service corporation or to persons qualified to own the shares, whether made before or after the death or disqualification of the shareholder, if all of the shares involved are transferred within the 90-day period under par. (a).