Wisconsin Statutes
Wis. Stat. § 180.1322 (2026)
Dissenters’ notice
✓ current as of July 2026
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180.1322(1)(1) If proposed corporate action creating dissenters’ rights under s. 180.1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders and beneficial shareholders who satisfied s. 180.1321.
180.1322(2)(2) The dissenters’ notice shall be sent no later than 10 days after the corporate action is authorized at a shareholders’ meeting or without a vote of shareholders, whichever is applicable. The dissenters’ notice shall comply with s. 180.0141 and shall include or have attached all of the following:
180.1322(2)(a)(a) A statement indicating where the shareholder or beneficial shareholder must send the payment demand and where and when certificates for certificated shares must be deposited.
180.1322(2)(b)(b) For holders of uncertificated shares, an explanation of the extent to which transfer of the shares will be restricted after the payment demand is received.
180.1322(2)(c)(c) A form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires the shareholder or beneficial shareholder asserting dissenters’ rights to certify whether he or she acquired beneficial ownership of the shares before that date.
180.1322(2)(d)(d) A date by which the corporation must receive the payment demand, which may not be fewer than 30 days nor more than 60 days after the date on which the dissenters’ notice is delivered.
Notes of Decisions
Cited in 3
cases, 1999–2009 · leading case: Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009).
Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). “*920 Notz was served with a notice of dissenter's rights, pursuant to Wis. Stat. § 180.1322 . When that occurred, Notz demanded payment for his shares in ATS, thereby meeting his obligations under Wis.”
HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). “§ 180.1322, or duty to demand payment under WIS.”
HMO-W INC. v. SSM Health Care Sys., 598 N.W.2d 577 (Wis. Ct. App. 1999). “Following the vote, HMO-W sent a letter to its shareholders, pursuant to § 180.1322, Stats., notifying them *819 of the steps they needed to take to perfect a demand for payment under the dissenters' rights statute.”
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