Chapter 185

185.63(3) (3) Articles of division shall set forth the approved plan and other information required by s. 185.53 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately filed and recorded as articles for the new cooperative.

185.63 History History: 1985 a. 30.

185.64 185.64 Conversion of corporation. A corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to this chapter, together with changes in its articles required by this chapter and other desirable changes permitted by this chapter. Such amendment shall be adopted, filed and recorded in the manner provided by the law then applicable to the corporation.

185.64 History History: 1985 a. 30 s. 42.

185.71 185.71 Voluntary dissolution.

185.71(1) (1) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:

185.71(1)(a) (a) Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and

185.71(1)(b) (b) The resolution is approved by three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.

185.71(2) (2) When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.

185.71(3) (3) Any net proceeds of liquidation not subject to valid claims or owed to persons under sub. (2) shall be distributed to one or more organizations that are either:

185.71(3)(a) (a) Cooperatives with articles containing limitations on distribution of assets or payment of proceeds of liquidation equivalent to limitations in the articles of the liquidating cooperative.

185.71(3)(b) (b) Organizations exempt from federal income taxation under 26 USC 501 (c) (3).

185.71(4) (4) Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative’s seal. They shall set forth:

185.71(4)(a) (a) The name of the cooperative, and the county of the cooperative’s principal office or of its registered agent.

185.71(4)(b) (b) The name and address of each director or committee member.

185.71(4)(c) (c) The date of adoption of the resolution of dissolution.

185.71(4)(d) (d) A statement that all liquidation activities have been completed in compliance with law, the articles and the bylaws. If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the statement shall include an accounting of all funds disbursed under sub. (2) that lists the names and complete addresses, including street address, city, town or village, county, state and zip code, of all persons receiving funds and the amounts disbursed to each.

185.71(5) (5) The articles of dissolution shall be filed and recorded as provided in s. 185.82, and on filing of the articles the existence of the cooperative ceases.

185.71(6) (6) Within 7 years after the date of filing under sub. (5), an action may be brought against any person to whom proceeds were distributed under sub. (2) in violation of law, the articles or the bylaws to recover the proceeds by any person entitled to the funds by law, the articles or the bylaws, in the circuit court of the county where the last principal office of the cooperative was located. If the articles contained a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the action may be brought by the attorney general, in the name of the state upon his or her information, or, in the discretion of the attorney general, upon complaint of any person, in the Dane County circuit court.

185.71 History History: 1981 c. 337; 1985 a. 30 ss. 35 to 37, 42.

185.71 Cross-reference Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.

185.72 185.72 Involuntary dissolution.

185.72(1) (1) A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:

185.72(1)(a) (a) The cooperative’s certificate of association was procured through fraud; or

185.72(1)(b) (b) The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or

185.72(1)(c) (c) The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.

185.72(2) (2) If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court’s final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate.

185.72(3) (3) 

185.72(3)(a) (a) If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner:

185.72(3)(a)1. 1. The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

185.72(3)(a)2. 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative’s situs.

185.72(3)(a)3. 3. The department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

185.72(3)(b) (b) Upon the issuance of the certificate of involuntary dissolution, the cooperative shall cease to exist, without any judicial proceedings whatever and thereafter the dissolved cooperative may not transact its ordinary business or exercise cooperative powers except as provided under ss. 185.74 to 185.76.

185.72(3)(bm) (bm) The department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:

185.72(3)(bm)1. 1. The cooperative files with the department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.

185.72(3)(bm)2. 2. The cooperative pays to the department $100 in liquidated damages to cover the efforts of the department in rescinding the involuntary dissolution.

185.72(3)(c) (c) In this subsection and in s. 185.74, “situs” means a cooperative or former cooperative’s last-known address as shown by the most recently filed annual report, or, if none, its principal office or the address of its registered agent, or, if none, its designated location, or, if none, the last-known address of any known director or incorporator.

185.72 History History: 1977 c. 29; 1977 c. 418 ss. 691 to 695, 929 (44); 1981 c. 314; 1983 a. 408 s. 16; 1983 a. 505; 1985 a. 30 s. 44; 1995 a. 27; 2017 a. 76.

185.73 185.73 Liquidation under court supervision.

185.73(1) (1) The circuit court of the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when a petition to that effect is filed by or on behalf of:

185.73(1)(a) (a) A majority of the designated committee or directors when a resolution is adopted pursuant to s. 185.71.

185.73(1)(b) (b) The attorney general when a decree of dissolution has been obtained pursuant to s. 185.72.

185.73(1)(c) (c) A judgment creditor whose execution is returned unsatisfied when it is established that the cooperative is unable to pay its debts as they become due in the usual course of its business.

185.73(1)(d) (d) Any creditor when it is established that the cooperative is dissolving pursuant to s. 185.71 without making adequate provision for payment of all creditors.

185.73(2) (2) Upon filing of any such petition, the court acquires exclusive jurisdiction of all matters pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidation proceedings. The court has power to issue injunctions, appoint receivers with such duties and powers as the court may direct, and take any other action necessary to the cooperative’s liquidation. A receiver appointed in such proceeding has authority to sue and be sued as receiver for the cooperative.

185.73(3) (3) The court shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribution thereafter made, unless the court upon good cause shown extends their time for filing.

185.73(4) (4) When the court approves the final distribution of a cooperative’s assets, it shall enter a decree in the nature of articles of dissolution which shall be filed and recorded as provided in s. 185.82.

185.73(5) (5) The filing of a petition under this section operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise.

185.73(6) (6) The court upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose.

185.73 History History: 1985 a. 30 s. 42.

185.74 185.74 Property not distributed prior to dissolution.

185.74(1) (1) Upon filing the articles or decree of dissolution or upon the issuance of a certificate of involuntary dissolution, title to any property omitted from the final distribution or the title to any property not distributed prior to the issuance of a certificate of involuntary dissolution vests in the surviving directors or committee members who signed the articles or the last-acting directors in the case of the issuance of a certificate of involuntary dissolution, as trustees. They have all the powers of the cooperative with respect to this property and shall distribute the property or its proceeds to the persons beneficially entitled thereto.

185.74(2) (2) When no trustee can be found, the circuit court of the county where the cooperative’s situs, as defined in s. 185.72 (3) (c), is located has power to appoint trustees upon application of any person having an interest in the property or its disposition.

185.74(3) (3) Any trustee may at any time make application to the circuit court of the county of the cooperative’s situs for supervision of liquidation under s. 185.73.

185.74 History History: 1977 c. 418; 1981 c. 337.

185.75 185.75 Unclaimed assets.

185.75(1) (1) Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after 2 years may be forfeited to the cooperative in the manner set forth in s. 185.03 (10), except that the board, a committee designated to liquidate the assets under s. 185.71, a court, trustee or other person authorized to liquidate the assets of the cooperative may declare the funds forfeited, give the notice, determine the purpose or purposes and dedicate the funds under s. 185.03 (10) and except that any of these persons may declare the funds forfeited no earlier than 2 years and no later than 5 years after the funds are first made available to their owners in the course of the liquidation of the cooperative.

185.75(2) (2) Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after one year may be reported and delivered to the secretary of revenue as provided under ch. 177. Assets distributable in the course of the liquidation of a cooperative that are not forfeited under sub. (1) and that remain unclaimed after 5 years shall be reported and delivered to the secretary of revenue under ch. 177.

185.75 History History: 1983 a. 408; 1985 a. 30; 2013 a. 20.

185.76 185.76 Survival of remedy after dissolution. Except as provided in s. 185.73, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon is commenced within 2 years after the date of filing the articles or decree of dissolution.

185.76 History History: 1981 c. 337.

185.81 185.81 Admission of foreign cooperatives. A foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ch. 180. Such foreign cooperative may qualify under ch. 180 whether or not formed for profit and whether or not formed with stock. Any such foreign cooperative claiming to be subject to s. 71.26 (1) (a) or 71.45 (1) (a) may be required to furnish the department of revenue with such facts as said department shall deem necessary to establish the foreign cooperative’s rights thereunder.

185.81 History History: 1987 a. 312 s. 17; 2007 a. 20.

185.815 185.815 Recording change of principal office or registered agent. If a document submitted to the department for filing under this chapter changes the county of the principal office or of the registered agent:

185.815(1) (1) An original of the document or a duplicate original endorsed by the department shall be recorded in each county;

185.815(2) (2) The document shall specify the new county when:

185.815(2)(a) (a) The county of the principal office or registered agent is changed; or

185.815(2)(b) (b) The document makes a change from a principal office in one county to a registered agent’s address in another county or vice versa; and

185.815(3) (3) A certificate of the department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.

185.815 History History: 1981 c. 337; 1995 a. 27.

185.82 185.82 Procedure on filing and recording of documents.

185.82(1) (1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:

185.82(1)(a) (a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.

185.82(1)(b) (b) A check payable to the department in the amount of the filing fee prescribed under s. 185.83.

185.82(1)(c) (c) Separate checks in the amount of the recording fee prescribed under s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.

185.82(2) (2) 

185.82(2)(a) (a) Unless the document does not conform to law, the department shall endorse on each original “Filed” and the date of filing and shall file one original.

185.82(2)(b) (b) The department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department, within 5 days of filing.

185.82(2)(c) (c) A register of deeds receiving a check and document forwarded under par. (b) shall record the document. If the document is not articles, the register of deeds shall note on the margin of the record of the articles the document number and, if the document is assigned a volume and page number, the volume and page where the document is recorded.

185.82(3) (3) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative’s principal office or registered agent, and the date of filing.

185.82(4) (4) A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.

185.82(5) (5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the cooperative acted in reliance on the ineffectiveness of the document.

185.82(6) (6) 

185.82(6)(a) (a) The department may waive any of the following:

185.82(6)(a)1. 1. Submission of more than one original of a document.

185.82(6)(a)2. 2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.

185.82(6)(b) (b) A waiver under par. (a) occurs when the document is filed.

185.82 History History: 1981 c. 337; 1985 a. 30 s. 42; 1995 a. 27, 201; 2017 a. 102.

185.82 Cross-reference Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.