Wisconsin Statutes

Wis. Stat. § 180.1323 (2026)

Duty to demand payment

✓ current as of July 2026

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180.1323180.1323 Duty to demand payment.

180.1323(1)(1) A shareholder or beneficial shareholder who is sent a dissenters’ notice described in s. 180.1322, or a beneficial shareholder whose shares are held by a nominee who is sent a dissenters’ notice described in s. 180.1322, must demand payment in writing and certify whether he or she acquired beneficial ownership of the shares before the date specified in the dissenters’ notice under s. 180.1322 (2) (c). A shareholder or beneficial shareholder with certificated shares must also deposit his or her certificates in accordance with the terms of the notice.

180.1323(2)(2) A shareholder or beneficial shareholder with certificated shares who demands payment and deposits his or her share certificates under sub. (1) retains all other rights of a shareholder or beneficial shareholder until these rights are canceled or modified by the effectuation of the corporate action.

180.1323(3)(3) A shareholder or beneficial shareholder with certificated or uncertificated shares who does not demand payment by the date set in the dissenters’ notice, or a shareholder or beneficial shareholder with certificated shares who does not deposit his or her share certificates where required and by the date set in the dissenters’ notice, is not entitled to payment for his or her shares under ss. 180.1301 to 180.1331.

180.1323 HistoryHistory: 1989 a. 303.

Notes of Decisions

Cited in 4 cases, 1999–2009 · leading case: Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009).

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Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). · cites it 12× “Third, due to the merger of ATS, Notz requested to be paid the fair value of his shares in ATS, pursuant to Wis. Stat. § 180.1323 . Accordingly, when this case is returned to the circuit court, if grounds for dissolution are proved, the determination of what, if anything, will…”

HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). · cites it 9× “1323, the corporation must make a payment to the dissenting shareholder equal to "the amount that the corporation estimates to be the fair value of his or her shares, plus accrued interest," calculated from the date the challenged "corporate action is effectuated" or from the…”

HMO-W INC. v. SSM Health Care Sys., 2000 WI 46 (Wis. 2000). · cites it 2× “Wis. Stat. § 180.1323 (1997-98). 2 Abandoning *713 the VR report, HMO-W hired a new appraiser to value its assets.”

HMO-W INC. v. SSM Health Care Sys., 598 N.W.2d 577 (Wis. Ct. App. 1999). · cites it 2× “SSM and Neillsville Clinic each took the necessary steps under § 180.1323, Stats., to perfect their demands.”

— Wis. Stat. § 180.1323(1) — 1 case

HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). “1323, the corporation must make a payment to the dissenting shareholder equal to "the amount that the corporation estimates to be the fair value of his or her shares, plus accrued interest," calculated from the date the challenged "corporate action is effectuated" or from the…”

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