Section 180.0202. Articles of incorporation.

 

(1)  The articles of incorporation shall include all of the following information:

(a) A statement that the corporation is incorporated under this chapter.

(b) A corporate name that satisfies s. 180.0401 .

(c) The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.

(d) If more than one class of shares is authorized, all of the following:

1. The distinguishing designation of each class.

2. The number of shares of each class that the corporation is authorized to issue, except that an investment company may declare that each class has an indefinite number of authorized shares.

3. Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class.

(e) If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series:

1. The distinguishing designation of each series within a class.

2. The number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares.

3. The preferences, limitations and relative rights of that series.

(f) Any provision authorizing the board of directors to act under s. 180.0602 (1) .

(g) Any provision granting or limiting preemptive rights.

(h) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.

(i) The name and address of each incorporator.

(2)  The articles of incorporation may set forth other information, including but not limited to any of the following:

(a) The names and addresses of the natural persons who will serve as the initial directors.

(b) Provisions not inconsistent with law regarding:

1. The purpose or purposes for which the corporation is organized.

2. Managing the business and regulating the affairs of the corporation.

3. Defining, limiting and regulating the powers of the corporation, its board of directors and its shareholders.

4. A par value for authorized shares or classes or series of shares.

(c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

(3)  The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(4)  If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

1989 a. 303 ; 1991 a. 173 ; 1995 a. 271 .