611.18 Incorporators’ liability and organization expenses.

276 words·~1 min read·/wi/chapter-611/611-18

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Liability. The incorporators shall be jointly and severally liable for all organizational and promotional expenses and liabilities incurred prior to the issuance of the certificate of authority.

(2)Reimbursement and compensation.

(a)Stock corporations.

1. ‘Expenses.’ After issuance of the certificate of authority, incorporators of a stock corporation who have advanced money or incurred obligations for the reasonable and authorized expenses of organization including underwriting may be reimbursed in cash from the proceeds of shares subscribed to under the organization permit, on itemized receipts audited by the commissioner. Their total reimbursement may not exceed 10 percent of the amount received from subscribers.

2. ‘Personal services.’ Incorporators may be compensated for the reasonable value of personal services actually performed by the issuance to them of shares not exceeding in value in the aggregate 10 percent of the amount received from the subscription for shares under the organization permit.

3. ‘Aggregate expenses and remuneration.’ The aggregate payment under subds. 1. and 2. may not exceed 15 percent of the amount received for shares subscribed to under the organization permit, including the shares purchased under s. 611.32

(1)or

(2), and shall conform to the statement made under s. 611.13

(e).

(b)Mutuals. After issuance of the certificate of authority, incorporators of a mutual who have advanced money or incurred obligations for the reasonable and authorized expenses of organization may be reimbursed in cash from the proceeds of subscriptions for mutual bonds and contribution notes, on itemized receipts audited by the commissioner. The total reimbursement may not exceed 15 percent of the amount received for the bonds and notes.