Wis. Stat. § 180.1833

180.1833 Power of court to grant relief. (1) GROUNDS FOR RELIEF. Subject to sub. (4) (b) and (c), a shareholder of (3) SHARE PURCHASE. (a) If the court orders relief under sub. record, the beneficial owner of shares held by a nominee or the (2) (a) 9., it shall do all of the following: holder of voting trust certificates of a statutory close corporation 1. Determine the fair value of the shares to be purchased, may petition the circuit court for the county where the corpora- considering the going concern value of the statutory close corpo- tion’s principal office or, if none in this state, its registered office ration, any agreement among the shareholders fixing a price or is located for relief on any of the following grounds: specifying a formula for determining the value of the corpora- (a) That the directors or those in control of the corporation tion’s shares for any purpose, the recommendations of any ap- have acted, are acting or will act in a manner that is illegal, op- praisers appointed by the court, any legal constraints on the cor- pressive, fraudulent or unfairly prejudicial to the petitioner in his poration’s ability to acquire the shares to be purchased and other or her capacity as a shareholder, director or officer of the relevant evidence. corporation. 2. Enter an order specifying all of the following: (b) That the directors or those in control of the corporation are a. The identity of the purchaser by name and the purchaser’s so divided respecting the management of the corporation’s affairs status as a current shareholder or 3rd-party purchaser. that the votes required for action cannot be obtained and the b. The terms of the purchase found to be proper under the cir- shareholders are unable to break the deadlock, with the conse- cumstances, including payment of the purchase price in install- quence that the corporation is suffering or will suffer irreparable ments, payment of interest on the installments, subordination of injury or that the business and affairs of the corporation can no the obligation to the rights of the corporation’s other creditors, se- longer be conducted to the advantage of the shareholders curity for the deferred purchase price, and a covenant not to com- generally. pete or other restriction on the selling shareholder. (c) That conditions exist that would be grounds for judicial 3. Order the selling shareholder to deliver all of his or her dissolution of the corporation under s. 180.1430 (2). shares to the court, and order the purchaser to deliver each pay- (2) TYPE OF RELIEF. (a) If the court finds that one or more of ment for shares to the court. the conditions specified in sub. (1) exist, it shall grant appropriate 4. Order that after the selling shareholder delivers his or her relief, including any of the following: shares, the shareholder has no rights or claims against the corpo- 1. Canceling, altering or enjoining any resolution or other act ration or its directors, officers or shareholders by reason of hav- of the statutory close corporation. ing been a director, officer or shareholder of the corporation, ex- cept the right to receive the unpaid balance of the amount 2. Directing or prohibiting any act of the corporation or of awarded under this section and any amounts due under any agree- shareholders, directors, officers or other persons who are party to ment with the corporation or the remaining shareholders that are the action. not terminated by the court’s orders. 3. Canceling or altering the articles of incorporation or by- 5. Order dissolution of the corporation if the purchase is not laws of the corporation. completed as ordered. 4. Removing from office any director or officer, or ordering (b) If the share purchase is not consummated and the corpora- that a person be appointed a director or officer. tion is dissolved, a shareholder whose shares were to be pur- 5. Requiring an accounting with respect to any matters in chased has the same rights and priorities in the corporation’s as- dispute. sets as if the sale had not been ordered. 6. Appointing a receiver to manage the business and affairs (4) OTHER RIGHTS; CONDITIONS ON EXERCISE. (a) Except as of the corporation. provided in pars. (b) and (c), the rights of a shareholder to com- 7. Appointing a provisional director who shall have all of the mence a proceeding under this section are in addition to, and not rights, powers and duties of a duly elected director and shall serve in lieu of, any other rights or remedies that the shareholder may for the term and under the conditions established by the court. have. 8. Ordering the payment of dividends. (b) If a shareholder has agreed in writing to pursue a nonjudi- 9. If the court finds that it cannot order appropriate relief, or- cial remedy to resolve disputed matters, the shareholder may not dering that the corporation be liquidated and dissolved unless ei- commence a proceeding under this section with respect to those ther the corporation or one or more of the remaining shareholders matters until he or she has exhausted the nonjudicial remedy. purchase all of the shares of the petitioning shareholder at their (c) If a shareholder has dissenters’ rights under this subchap- fair value by a designated date, with the fair value and terms of ter or s. 180.1302 with respect to proposed corporate action, the the purchase to be determined under sub. (3). shareholder must commence a proceeding under this section be- 10. Ordering dissolution if the court finds that one or more fore the shareholder is required to give notice of his or her intent grounds exist for judicial dissolution under s. 180.1430 (2) or that to demand payment under s. 180.1321 or to demand payment un- all other relief ordered by the court has failed to resolve the mat- der s. 180.1323 or the proceeding is barred. ters in dispute. History: 1989 a. 303. 11. Awarding damages to any aggrieved party in addition to, Corporate Control Contests: Judicial Dissolution of Closely Held Corporations. Laufer. Wis. Law. Feb. 1994. or in lieu of, any other relief granted. (b) In determining whether to grant relief under par. (a) 9. or 180.1834 Greater quorum or voting requirements. (1) 10., the court shall consider the financial condition of the corpo- The articles of incorporation of a statutory close corporation may ration but may not refuse to order liquidation solely on the impose a greater quorum or voting requirement for shareholders, grounds that the corporation has net worth or current operating or classes of shareholders, than is required by this chapter. profits. (2) An action by shareholders to adopt an amendment to the (c) If the court determines that a party to a proceeding brought articles of incorporation that adds, changes or deletes a greater

2023-24 Wisconsin Statutes updated through 2025 Wis. Act 137 and through all Supreme Court Orders and Controlled Sub- stances Board Orders filed before and in effect on May 13, 2026. Published and certified under s. 35.18. Changes effective after May 13, 2026, are designated by NOTES. (Published 5-13-26)

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quorum or voting requirement must meet the same quorum re- (e) Psychology examining board under ch. 455. quirement and be adopted by the same vote required to take ac- (f) Marriage and family therapy, professional counseling, and tion under the largest of the greater quorum or voting require- social work examining board under subch. I of ch. 457. ments then in effect or proposed to be added, changed or deleted. (g) Hearing and speech examining board under subch. II of (3) Section 180.0727 does not apply to a statutory close ch. 459. corporation. (h) Naturopathic medicine examining board under ch. 466, History: 1989 a. 303. except that “health care professional” does not include a limited- 180.1835 Limited liability. The failure of a statutory close scope naturopathic doctor licensed by the naturopathic medicine corporation to observe usual corporate formalities or require- examining board under ch. 466. ments relating to the exercise of its corporate powers or the man- (2) “Service corporation” means a corporation organized un- agement of its business and affairs is not grounds for imposing der ss. 180.1903 to 180.1921. personal liability on the shareholders for obligations of the History: 1989 a. 303; 1993 a. 473; 1995 a. 167; 1997 a. 75, 156, 175; 1999 a. 9, 32, 180; 2001 a. 74, 80; 2003 a. 41; 2009 a. 113, 149, 355; 2021 a. 130; 2023 a. 55. corporation. History: 1989 a. 303. 180.1903 Formation of service corporation. (1) Ex-