Chapter 181

181.1407 181.1407 Survival of remedies and claims.

181.1407(1) (1) Commencement of actions or proceedings. Except as provided in s. 181.1406 (4), the dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers have the power to take such corporate or other action as is appropriate to protect such remedy, right or claim.

181.1407(2) (2) Enforcement of claim against corporation. A claim may be enforced under this section against any of the following:

181.1407(2)(a) (a) The dissolved corporation, to the extent of its undistributed assets.

181.1407(2)(b) (b) If the assets have been distributed in liquidation, any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee’s prorated share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee’s total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

181.1407 History History: 1997 a. 79.

181.1420 181.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs:

181.1420(1) (1) Nonpayment. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

181.1420(2) (2) Failure to file annual report. The corporation does not have on file its annual report with the department within one year after it is due.

181.1420(3) (3) Failure to maintain registered agent or office. The corporation is without a registered agent or registered office in this state for at least one year.

181.1420(4) (4) Failure to notify department of change. 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.

181.1420(6) (6) Duration expires. The corporation’s period of duration stated in its articles of incorporation expires.

181.1420(7) (7) Human trafficking. The corporation violates s. 940.302 (2) or 948.051 (2).

181.1420 History History: 1997 a. 79; 2007 a. 116; 2021 a. 258.

181.1421 181.1421 Procedure for and effect of administrative dissolution.

181.1421(1) (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 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.

181.1421(2) (2) Secondary notices.

181.1421(2)(a) (a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.

181.1421(2)(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.

181.1421(3) (3) Effective date of notice. A notice of determination made under sub. (1) or (2) is effective upon the earliest of the following:

181.1421(3)(a) (a) The date on which the corporation or its registered agent receives the notice.

181.1421(3)(b) (b) Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

181.1421(3)(c) (c) If the notice is sent by certified mail, return receipt requested, and if the return receipt is signed on behalf of the corporation, the date shown on the return receipt.

181.1421(3)(d) (d) If the notice is posted on the department’s Internet site, the date of posting.

181.1421(4) (4) Cure.

181.1421(4)(a) (a) Within 60 days after the notice takes effect under sub. (3), 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.

181.1421(4)(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 such dissolution. The department shall give the corporation notice of each ground for dissolution and the effective date of dissolution. The notice shall be in writing and addressed to the agent of the corporation.

181.1421(5) (5) Effect of administrative dissolution. Sections 181.1405 (1) and (2), 181.1406 and 181.1407 apply to a corporation that is administratively dissolved.

181.1421(6) (6) Termination of right to exclusive use of name. The corporation’s right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.

181.1421(7) (7) Effect of dissolution on agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent.

181.1421 History History: 1997 a. 79; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.

181.1422 181.1422 Reinstatement following administrative dissolution.

181.1422(1) (1) Application for reinstatement. A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following:

181.1422(1)(a) (a) The name of the corporation and the effective date of its administrative dissolution.

181.1422(1)(b) (b) A statement that each ground for dissolution either did not exist or has been cured.

181.1422(1)(c) (c) A statement that the corporation’s name satisfies s. 181.0401.

181.1422(2) (2) Grounds for reinstatement.

181.1422(2)(a) (a) The department shall cancel the notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

181.1422(2)(a)1. 1. That the application contains the information required by sub. (1) and the information is correct.

181.1422(2)(a)2. 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

181.1422(2)(b) (b) The certificate of reinstatement shall state the department’s determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return a copy to the corporation or its representative.

181.1422(3) (3) Effect of reinstatement; relation back. When the reinstatement becomes effective, it shall, except as provided in sub. (4), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.

181.1422(4) (4) Effect of reinstatement; additional rules. When reinstatement under this section is effective, all of the following rules apply:

181.1422(4)(a) (a) Except as provided in par. (b), the corporation’s period of duration continues as if the dissolution had never occurred.

181.1422(4)(b) (b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

181.1422 History History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.1423 181.1423 Appeal from denial of reinstatement.

181.1423(1) (1) Notice of denial. If the department denies a corporation’s application for reinstatement under s. 181.1422, the department shall serve the corporation under s. 181.0504 with a written notice that explains each reason for denial.

181.1423(2) (2) Time for appeal of denial. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation’s principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is effective under s. 181.0105 (4). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department’s notice of dissolution, the corporation’s application for reinstatement, and the department’s notice of denial.

181.1423(3) (3) Judicial remedy. The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.

181.1423(4) (4) Appeal of court decision. The court’s final decision may be appealed as in other civil proceedings.

181.1423 History History: 1997 a. 79; 2001 a. 44; 2021 a. 258.

181.1430 181.1430 Grounds for judicial dissolution.

181.1430(1) (1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:

181.1430(1)(a) (a) The attorney general if any of the following is established:

181.1430(1)(a)1. 1. That the corporation obtained its articles of incorporation through fraud.

181.1430(1)(a)2. 2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.

181.1430(1)(b) (b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:

181.1430(1)(b)1. 1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.

181.1430(1)(b)2. 2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.

181.1430(1)(b)3. 3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.

181.1430(1)(b)4. 4. That the corporate assets are being misapplied or wasted.

181.1430(1)(b)5. 5. That the corporation is no longer able to carry out its purposes.

181.1430(1)(c) (c) A creditor if any of the following is established:

181.1430(1)(c)1. 1. That the creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.

181.1430(1)(c)2. 2. That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.

181.1430(1)(d) (d) The corporation to have its voluntary dissolution continued under court supervision.

181.1430(2) (2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:

181.1430(2)(a) (a) Whether there are reasonable alternatives to dissolution.

181.1430(2)(b) (b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.

181.1430 History History: 1997 a. 79.

181.1431 181.1431 Procedure for judicial dissolution.

181.1431(1) (1) Who are parties. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

181.1431(2) (2) Powers of court. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.

181.1431 History History: 1997 a. 79.

181.1432 181.1432 Receivership or custodianship.

181.1432(1) (1) Powers of court. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

181.1432(2) (2) Who may serve as receiver or custodian. The court may appoint an individual, or a domestic or foreign corporation or stock corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

181.1432(3) (3) Powers and duties of receiver or custodian.

181.1432(3)(a) (a) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time.

181.1432(3)(b) (b) A receiver may exercise, but is not limited to, all of the following powers:

181.1432(3)(b)1. 1. To dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver’s power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation.

181.1432(3)(b)2. 2. To sue and defend in the receiver’s name as receiver of the corporation in all courts of this state.

181.1432(3)(c) (c) A custodian may exercise all of the powers of the corporation, through or in place of its board or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors and may sue and defend in the custodian’s name as custodian of the corporation in all courts in this state.

181.1432(4) (4) Redesignation. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.

181.1432(5) (5) Compensation and expenses. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the corporation or proceeds from the sale of the assets.

181.1432 History History: 1997 a. 79.

181.1433 181.1433 Decree of dissolution.

181.1433(1) (1) Entering decree. If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, who shall file it.