611.33 Authorized securities.

365 words·~2 min read·/wi/chapter-611/611-33-2

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

(1)Stock corporations.

(a)Classes of shares. The articles of a stock corporation shall authorize the kinds of shares required by s. 180.0601

(3)and may authorize any kind of shares permitted by ss. 180.0601

(1),

(2)and

(4), 180.0602 and 180.0603 , or of stock rights, and options permitted by s. 180.0624 , except that:

1. Until one year after the initial issuance of a certificate of authority, the corporation may issue no shares and no other securities convertible into shares except for a single class of common stock that satisfies s. 180.0601

(3)and, with the approval of the commissioner, on terms that he or she considers fair, a single class of preferred stock for sale to no more than 15 shareholders;

2. After the first year and within 5 years after the initial issuance of a certificate of authority, no additional classes of shares may be issued, except after approval of the commissioner, who may approve only if he or she finds that existing shareholders will not be prejudiced.

(b)Fractional shares or scrip. No fractional shares may be issued. Subject thereto, s. 180.0604 applies.

(c)Consideration for shares, certificates and transfer restrictions. Sections 180.0621 and 180.0625 to 180.0627 apply.

(d)Liability of shareholders, transferees and others. Section 180.0622 applies.

(e)Shareholders’ preemptive rights. Sections 180.0630 and 180.1705 apply.

(2)Mutuals.

(a)Mutual bonds. The articles of a nonassessable mutual may authorize mutual bonds of one or more classes and shall specify the amount of each class of bonds the corporation is authorized to issue, their designations, preferences, limitations, rates of interest, relative rights and other terms, subject to the following provisions:

1. During the first year after the initial issuance of a certificate of authority, the corporation may issue only a single class of bonds with identical rights;

2. After the first year but within 5 years after the initial issuance of a certificate of authority, additional classes of bonds may be authorized after approval of the commissioner, who shall approve if he or she finds that policyholders and prior bondholders will not be prejudiced;

3. The rate of interest shall be fair and reasonable; and