Wis. Stat. » CHAPTER 180 — BUSINESS CORPORATIONS
Wisconsin Statutes

Wis. Stat. § 180.0801 (2026)

Requirement for and duties of board of directors

✓ current as of July 2026
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180.0801180.0801 Requirement for and duties of board of directors.
180.0801(1)(1) Except as provided in s. 180.1821, a corporation shall have a board of directors.
180.0801(2)(2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
180.0801 HistoryHistory: 1989 a. 303.
Notes of Decisions
Cited in 9 cases, 1991–2019 · leading case: Lane v. Sharp Packaging Sys., Inc., 2002 WI 28, 640 N.W.2d 788.
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Lane v. Sharp Packaging Sys., Inc., 2002 WI 28, 640 N.W.2d 788. · cites it 6× “Wis. Stat. § 180.0801 (1) (1999-2000). All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, § 180.”
Daniel Marx v. Richard L. Morris, 2019 WI 34, 925 N.W.2d 112. · cites it 2× “Wis. Stat. § 180.0801 (2) ("All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.”
Miller v. Bristol-Myers Co., 485 N.W.2d 31 (Wis. 1992). · cites it 2× “Section 180.0801(2), Stats., 1989-90, of the Wisconsin business corporation law, states: "All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any…”
Capen Wholesale, Inc. v. Probst, 509 N.W.2d 120 (Wis. Ct. App. 1993). · cites it 2× “There is a split among those courts that have considered whether a corporate director is liable to third-persons for his or her negligence in fulfilling a director's responsibility to ensure that the corporation does not convert funds belonging to others.”
Burdick v. Koerner, 988 F. Supp. 1206 (E.D. Wis. 1998). · cites it 2× “Wis. Stat. § 180.0801 (2) (“all corporate powers shall be exercised by or under the authority of’ the board of directors.”
Patriot Universal Holdings, LLC v. Formax, Inc., 24 F. Supp. 3d 802 (E.D. Wis. 2014). · cites it 2× “The Defendants rely on Wis. Stat. § 180.0801 , which states that “All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction' of, its board of directors, *806 subject to any limitation set…”
Exec. Ctr. III, LLC v. Meieran, 823 F. Supp. 2d 883 (E.D. Wis. 2012). · cites it 2× “Wis. Stat. §§ 180.0801 , 180.0841. Nonetheless, corporations are considered to have common law fiduciary duties.”
Miller v. Bristol-Myers Co., 468 N.W.2d 744 (Wis. Ct. App. 1991). · cites it 2× “Section 180.0801, Stats. 2 Powers vested in the board of directors cannot be exercised by the shareholders.”
Daniel Marx v. Richard L. Morris, No. 2017AP000146 (Wis. Apr. 2, 2019). · cites it 2× “Wis. Stat. §180.0801 (2) ("All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.”
Wis. Stat. § 180.0801(2): 3 cases
Lane v. Sharp Packaging Sys., Inc., 2002 WI 28, 640 N.W.2d 788. “Wis. Stat. § 180.0801 (1) (1999-2000). All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the board of directors, § 180.”
Miller v. Bristol-Myers Co., 485 N.W.2d 31 (Wis. 1992). “Section 180.0801(2), Stats., 1989-90, of the Wisconsin business corporation law, states: "All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any…”
Capen Wholesale, Inc. v. Probst, 509 N.W.2d 120 (Wis. Ct. App. 1993). “There is a split among those courts that have considered whether a corporate director is liable to third-persons for his or her negligence in fulfilling a director's responsibility to ensure that the corporation does not convert funds belonging to others.”
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