(1) OPT-IN OR MODIFY. (a) This section applies to a statutory close corporation only if so provided in the articles of incorporation. A modification of this section by the corporation is valid if it is stated in the articles of incorporation. (b) An amendment to the articles of incorporation to provide that this section applies or to delete or modify the provisions of this section must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of all of the subscribers for shares, if any, or, if none, by all of the incorporators. (c) A shareholder who did not vote in favor of an amendment to delete or modify the provisions of this section is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331, if the amendment terminates or substantially alters the existing rights of the shareholder under this section to have his or her shares purchased. (2) PURCHASE SHARES OR DISSOLVE. If the articles of incorporation of a statutory close corporation make this section applicable to the corporation in whole or modified form, a deceased shareholder’s personal representative may, subject to the shareholder’s will, require the corporation to elect one of the following: (a) To purchase or cause the purchase of, under subs. (3) and (4), all, but not less than all, of the decedent’s shares. (b) Dissolution of the corporation. (3) EXERCISE OF COMPULSORY PURCHASE. (a) A person exercising rights under this section shall, within 6 months after the death of the beneficial owner of shares, deliver a written notice to the statutory close corporation. The notice shall comply with s. 180.0141, shall specify the number and class or series of all shares beneficially owned by the deceased shareholder and shall state that an offer by the corporation to purchase the shares is being solicited under this section. (b) Within 20 days after receipt of the notice, the corporation shall call a special meeting of shareholders, which shall be held within 60 days after receipt of the notice, for the purpose of determining whether to offer to purchase the shares. A purchase offer must be approved by the holders of a majority of the votes enti- tled to be cast at the meeting, excluding votes in respect of the shares covered by the notice. (c) With the consent of all of the shareholders entitled to vote for approval of the purchase offer, the corporation may allocate some or all of the shares to one or more shareholders or to other persons, except as provided in par. (d). (d) 1. If all shares are not accepted for purchase by the corporation, the remaining shares shall be offered to shareholders of the class or series being offered for sale in proportion to their ownership of shares of that class or series. 2. If all shares are not accepted for purchase by shareholders under subd. 1., the remaining shares shall be allocated among shareholders of the class or series being offered for sale who are willing to purchase the shares in proportion to their ownership of shares of that class or series after the acquisitions under subd. 1. 3. If all shares are not accepted for purchase by shareholders under subds. 1. and 2., the remaining shares shall be offered to all other shareholders in proportion to their ownership of shares of the corporation. 4. If all shares are not accepted for purchase by shareholders under subd. 3., the remaining shares shall be allocated among shareholders who are willing to purchase the shares in proportion to their ownership of shares of the corporation before the acquisitions under subd. 3. (e) The corporation must deliver written notice of an offer to purchase approved by the shareholders or written notice that no offer to purchase was approved, to the person exercising rights under this section, within 75 days after receipt of the notice under par. (a) soliciting the offer to purchase. The notice must comply with s. 180.0141. An offer to purchase must be accompanied by copies of the corporation’s balance sheets as of the end of, and profit and loss statements for, its preceding 2 accounting years and any available interim balance sheet and profit and loss statement. (f) 1. To the extent that the price and other terms for purchasing shares of a transferring shareholder by the corporation or remaining shareholders are fixed or are to be determined under provisions in the articles of incorporation or bylaws of the corporation, or by written agreement, those provisions are binding, except as provided in subd. 2. 2. In the event of a default in any payment due, sub. (4) (e) applies, and the person exercising rights under this section may petition for dissolution of the corporation. (g) A person exercising rights under this section must accept or reject an offer to purchase in writing within 15 days after the offer. (4) ACTION TO COMPEL. (a) If an offer to purchase is rejected, or if no offer to purchase is made, the person exercising rights under this section may commence an action in the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located to compel purchase or dissolution. The statutory close corporation shall be made a party defendant and shall, at its expense, give notice of the commencement of the action to all of its shareholders and other persons as the court may direct. (b) The court shall, under s. 180.1833 (3), determine the fair value of the shares of the person exercising rights under this section and enter an order requiring the corporation to cause the purchase of the shares at fair value and on other terms determined by the court or to give the person the right to have the corporation dissolved. (c) Upon the petition of the corporation, the court may modify its decree to change the terms of payment if it finds that the changed financial or legal ability of the corporation or other purchasers of the shares to complete the purchase justifies a modification. (d) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the excess payment from the defaulting person. (e) If the corporation or other purchaser fails to make a payment specified in the court order within 30 days after it is due, the court shall, upon the petition of the person to whom the payment is due and in the absence of good cause shown by the corporation, enter an order dissolving the corporation. (5) COURT COSTS AND OTHER EXPENSES. (a) The court may assess all or a portion of the costs and expenses of an action commenced under sub. (4) as follows: 1. Against the person exercising rights under this section if the fair value of the shares as determined by the court does not materially exceed the last offer made by the statutory close corporation before the person commenced the action under sub. (4) and the court finds that the failure of the person to accept the corporation’s last offer was arbitrary, vexatious or not otherwise in good faith. 2. Against the corporation if the fair value of the shares as determined by the court materially exceeds the amount of the last offer made by the corporation before an action was commenced under sub. (4) and the court finds that the corporation’s last offer was arbitrary, vexatious or otherwise not made in good faith. (b) Expenses assessable under par. (a) include reasonable compensation for, and reasonable expenses of, appraisers appointed by the court and the reasonable fees and expenses of counsel for, and experts employed by, any party. (c) Except as provided in par. (a), the legal costs of an action filed under sub. (4) shall be assessed on an equal basis between the corporation and the party exercising rights under this section, and all other fees and expenses shall be borne by the party incurring the fees and expenses. (6) SHAREHOLDER WAIVER. A shareholder may, by signed writing, waive the rights under this section of the shareholder and the shareholder’s estate and heirs. (7) OTHER AGREEMENTS AND REMEDIES. This section does not prohibit other agreements for the purchase of shares of the corporation, nor does it prevent the enforcement of other remedies.
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