Chapter 180

180.1402(3) (3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve is adopted if approved by a majority of all the votes entitled to be cast on the proposal. Dissolution is authorized upon adoption of the proposal.

180.1402 History History: 1989 a. 303; 1991 a. 16.

180.1403 180.1403 Articles of dissolution for dissolution under s. 180.1402.

180.1403(1) (1) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following:

180.1403(1)(a) (a) The name of the corporation.

180.1403(1)(b) (b) The date on which dissolution was authorized.

180.1403(1)(c) (c) A statement that dissolution was authorized in accordance with s. 180.1402.

180.1403(1)(d) (d) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 180.1405 (3), a statement specifying the shorter period.

180.1403(2) (2) A corporation is dissolved under this section on the effective date of its articles of dissolution.

180.1403 History History: 1989 a. 303; 1995 a. 27.

180.1404 180.1404 Revocation of dissolution.

180.1404(1) (1) A corporation may revoke its dissolution authorized under s. 180.1401 or 180.1402, within 120 days after the effective date of the dissolution.

180.1404(2) (2) Revocation of dissolution shall be authorized in the same manner that the dissolution was authorized, except the board of directors may revoke the dissolution if any of the following applies:

180.1404(2)(a) (a) The dissolution was authorized by the incorporators under s. 180.1401.

180.1404(2)(b) (b) The authorization of dissolution permits revocation by action of the board of directors alone, without shareholder action.

180.1404(3) (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following:

180.1404(3)(a) (a) The name of the corporation.

180.1404(3)(b) (b) The effective date of the dissolution that is revoked.

180.1404(3)(c) (c) The date that the revocation of dissolution was authorized.

180.1404(3)(d) (d) A statement that the revocation of dissolution was authorized in the same manner as the dissolution or that the revocation of dissolution was authorized by the board of directors under sub. (2) (a) or (b).

180.1404(4) (4) On the effective date of the articles of revocation of dissolution, the revocation of dissolution shall relate back to and take effect as of the effective date of the dissolution, and the corporation may resume carrying on its business as if dissolution had never occurred.

180.1404 History History: 1989 a. 303; 1995 a. 27.

180.1405 180.1405 Effect of dissolution.

180.1405(1) (1) A dissolved corporation continues its corporate existence but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs including the following:

180.1405(1)(a) (a) Collecting its assets.

180.1405(1)(b) (b) Disposing of its properties that will not be distributed in kind to its shareholders.

180.1405(1)(c) (c) Discharging or making provision for discharging its liabilities.

180.1405(1)(d) (d) Distributing its remaining property among its shareholders according to their interests.

180.1405(1)(e) (e) Doing every other act necessary to wind up and liquidate its business and affairs.

180.1405(2) (2) Dissolution of a corporation does not do any of the following:

180.1405(2)(a) (a) Transfer title to the corporation’s property.

180.1405(2)(b) (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.

180.1405(2)(c) (c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter.

180.1405(2)(d) (d) Change any of the following:

180.1405(2)(d)1. 1. Quorum or voting requirements for its board of directors or shareholders.

180.1405(2)(d)2. 2. Provisions for selection, resignation or removal of its directors or officers or both.

180.1405(2)(d)3. 3. Provisions for amending its articles of incorporation or bylaws.

180.1405(2)(e) (e) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the corporation in its corporate name.

180.1405(2)(f) (f) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the corporation on the effective date of dissolution.

180.1405(2)(g) (g) Terminate the authority of the registered agent of the corporation.

180.1405(3) (3) Except as provided in s. 180.1421 (4) and unless a dissolved corporation registers its corporate name under s. 180.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 180.1403 (1) (d).

180.1405 History History: 1989 a. 303.

180.1406 180.1406 Known claims against dissolved corporation.

180.1406(1) (1) Except as provided in sub. (4), a dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

180.1406(2) (2) A dissolved corporation may deliver written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice is subject to s. 180.0141 (5) and shall include all of the following:

180.1406(2)(a) (a) A description of the information that must be included in a claim.

180.1406(2)(b) (b) The mailing address where a claim may be sent.

180.1406(2)(c) (c) The deadline, which may not be fewer than 120 days after the written notice is effective under s. 180.0141 (5), by which the dissolved corporation must receive the claim.

180.1406(2)(d) (d) A statement that the claim is barred if not received by the deadline.

180.1406(3) (3) If a claimant is notified as provided by sub. (2), the claimant’s claim against the dissolved corporation is barred, except as provided in sub. (4), if any of the following applies:

180.1406(3)(a) (a) The claimant fails to deliver the claim to the dissolved corporation by the deadline specified in the notice.

180.1406(3)(b) (b) The dissolved corporation rejects the claim and the claimant does not bring a proceeding to enforce the claim within 90 days after written notice of the rejection is effective under s. 180.0141 (5).

180.1406(4) (4) This section does not apply to any of the following:

180.1406(4)(a) (a) A claim based on a contingent liability or an event occurring after the effective date of the dissolution.

180.1406(4)(b) (b) The liability of a corporation for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.

180.1406 History History: 1989 a. 303.

180.1407 180.1407 Claims against dissolved corporation generally.

180.1407(1) (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state where the dissolved corporation’s principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:

180.1407(1)(a) (a) A description of the information that must be included in a claim.

180.1407(1)(b) (b) A statement that the claim must be in writing and provide a mailing address where the claim is to be sent.

180.1407(1)(c) (c) A statement that a claim against the dissolved corporation or its directors, officers or shareholders is barred unless a proceeding to enforce the claim is brought within 2 years after the publication date of the notice.

180.1407(2) (2) Except as provided in sub. (3), if the dissolved corporation publishes a newspaper notice in accordance with sub. (1), a claim against the dissolved corporation or its directors, officers or shareholders is barred unless the claimant brings a proceeding to enforce the claim within 2 years after the publication date of the newspaper notice, if the claimant is any of the following:

180.1407(2)(a) (a) A claimant who did not receive written notice under s. 180.1406.

180.1407(2)(b) (b) A claimant who delivered his or her claim to the dissolved corporation by the deadline set under s. 180.1406 if the dissolved corporation has not acted on the claim.

180.1407(2)(c) (c) A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution.

180.1407(3) (3) This section does not apply to the liability of a corporation for an additional assessment under s. 71.74, for an additional assessment of real estate transfer fees under s. 77.26 or for sales and use taxes determined as owing under s. 77.59.

180.1407 History History: 1989 a. 303; 1993 a. 205; 2021 a. 258.

180.1408 180.1408 Enforcing claims.

180.1408(1) (1) A claim not barred under s. 180.1406 or 180.1407 may be enforced against the dissolved corporation to the extent of its undistributed assets.

180.1408(2) (2) If the dissolved corporation’s assets have been distributed in liquidation, a claim not barred under s. 180.1406 or 180.1407 may be enforced against a shareholder of the dissolved corporation to the extent of the shareholder’s proportionate share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section may not exceed the total amount of assets distributed to him or her. As computed for purposes of this subsection, the shareholder’s proportionate share of the claim shall reflect the preferences, limitations and relative rights of the class or classes of shares owned by the shareholder as well as the number of shares owned, and shall be equal to the amount by which payment of the claim from the assets of the corporation before dissolution would have reduced the total amount of assets to be distributed to the shareholder upon dissolution.

180.1408 History History: 1989 a. 303.

180.1420 180.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 180.1421 to administratively dissolve a corporation if any of the following occurs:

180.1420(1) (1) The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

180.1420(2) (2) The corporation does not have on file its annual report with the department within one year after it is due.

180.1420(3) (3) The corporation is without a registered agent or registered office in this state for at least one year.

180.1420(4) (4) The corporation does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued.

180.1420(5) (5) The corporation’s period of duration stated in its articles of incorporation expires.

180.1420(6) (6) The corporation violates s. 940.302 (2) or 948.051 (2).

180.1420 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27; 2007 a. 116.

180.1421 180.1421 Procedure for and effect of administrative dissolution.

180.1421(1) (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent of the corporation.

180.1421(2) (2) 

180.1421(2)(a) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the corporation shall, with respect to each ground for dissolution, either correct such ground or demonstrate to the reasonable satisfaction of the department that such ground determined by the department does not exist.

180.1421(2)(b) (b) If the corporation fails to satisfy par. (a), the department may administratively dissolve the corporation by entering a notation in the department’s records to reflect each ground for dissolution and the effective date of the dissolution. The department shall give the corporation under s. 180.0141 notice of each ground for dissolution and the effective date of the dissolution. The notice shall be in writing and addressed to the registered agent of the corporation.

180.1421(2m) (2m) 

180.1421(2m)(a) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.

180.1421(2m)(b) (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation’s principal office cannot be determined from the records of the department, the department shall give the notice by posting the notice on the department’s Internet site.

180.1421(3) (3) Sections 180.1405 (1) and (2) and 180.1406 to 180.1408 apply to a corporation that is administratively dissolved.

180.1421(4) (4) The corporation’s right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.