United States · Wisconsin

Minute book requirements in Wisconsin (WBCL)

Wisconsin corporations maintain corporate records under Wis. Stat. § 180.1601. The Wisconsin Business Corporation Law is MBCA-based with standard records and inspection provisions.

Governing statute
Wisconsin Business Corporation Law, Wis. Stat. Ch. 180
Wis. Stat. § 180.1601Required corporate records
Wis. Stat. § 180.1602Inspection rights
Wis. Stat. § 180.1604Court-ordered inspection
Records locationPrincipal office of the corporation
Inspection rightsShareholders with proper purpose; 5 business days notice
Filing authorityWisconsin Department of Financial Institutions (DFI)
At a glance
  • Records under Wis. Stat. § 180.1601: articles, bylaws, minutes, resolutions, share register, accounting records
  • Wisconsin follows the MBCA framework
  • Shareholders have proper-purpose inspection rights with 5 business days notice
  • Articles and bylaws inspectable without restriction
  • Corporate filings administered by the Department of Financial Institutions (DFI), not the Secretary of State

What Wis. Stat. § 180.1601 requires

Section 180.1601 of the Wisconsin Business Corporation Law requires every Wisconsin corporation to maintain articles, bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Wisconsin adopted the MBCA, so the framework follows MBCA Chapter 16 closely.

Inspection rights under § 180.1602

The standard MBCA two-tier inspection structure applies. Articles, bylaws, and minutes of shareholder meetings are inspectable without restriction. The share register, board minutes, and accounting records require a proper-purpose showing with 5 business days' written notice.

DFI administration

Wisconsin is one of few US states where corporate filings are administered by the Department of Financial Institutions rather than the Secretary of State. The DFI also regulates banks, credit unions, and securities, so the corporate registry is housed alongside financial regulation. For corporate-records purposes, this affects where amendments and annual reports are filed, but not the substantive content of the records themselves.

What's distinctive about Wisconsin

Two features distinguish Wisconsin. First, the DFI administration (rather than Secretary of State) for corporate filings. Second, the quarterly-anchored annual report deadline (under § 180.1622), which uses the calendar quarter following the anniversary quarter as the controlling date. The substantive corporate-records framework under § 180.1601 is otherwise standard MBCA, with no significant divergences from typical MBCA-state provisions.

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