Chapter 185

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.

185.825 185.825 Penalty for false document. Whoever causes a document to be filed, knowing it to be false in any material respect, is guilty of a Class I felony.

185.825 History History: 1981 c. 337; 1997 a. 283; 2001 a. 109.

185.83 185.83 Fees for filing.

185.83(1) (1) Except as provided under sub. (1m), the department shall charge and collect for:

185.83(1)(a) (a) Filing articles for a new cooperative, $1.25 for each $1,000 of authorized stock, but in no case less than $25. A cooperative organized without capital stock shall pay a fee of $25.

185.83(1)(b) (b) Filing an amendment to or restatement of the articles or articles of consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for any of the following:

185.83(1)(b)1. 1. An amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department.

185.83(1)(b)2. 2. An amendment filed to reflect only a change in the name of a registered agent.

185.83(1)(bm) (bm) Filing articles of merger, $30.

185.83(1)(c) (c) Filing articles or decree of dissolution, $5.

185.83(1)(d) (d) Receiving services of any process, notice or demand, authorized to be served on the department by this chapter, the fee established under s. 182.01 (4) (c).

185.83(1)(e) (e) Filing an annual report of a cooperative, $15.

185.83(1)(g) (g) Filing a report of names and addresses of officers or directors, $3.

185.83(1)(h) (h) Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter.

185.83(1m) (1m) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

185.83(2) (2) No document may be filed or recorded until all fees therefor have been paid.

185.83 History History: 1977 c. 29; 1979 c. 221; 1983 a. 27 ss. 1587, 1588, 2204 (47); 1983 a. 134; 1985 a. 29; 1985 a. 30 ss. 39m, 42; 1985 a. 338; 1987 a. 27; 1989 a. 123; 1995 a. 27; 2001 a. 16, 44.

185.84 185.84 Fees or penalty due state. Any fee or penalty due under this chapter may be recovered in a suit brought by the attorney general in the name of the state.

185.85 185.85 Forms to be furnished by department of financial institutions. The department may provide forms for any document to be filed with the department under this chapter.

185.85 History History: 1993 a. 482; 1995 a. 27.

185.91 185.91 Voting requirements of articles. Whenever the articles require the vote of a greater proportion of the members or stockholders than required by this chapter, the articles control except for dissolution under s. 185.71.

185.92 185.92 Effect of unauthorized acts. No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative’s power, except that such lack of power may be asserted in a proceeding by:

185.92(1) (1) A member, stockholder or director against the cooperative to enjoin any act or any transfer of property to or by the cooperative.

185.92(2) (2) The cooperative or its legal representative against any present or former officer or director.

185.92(3) (3) The attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.

185.92 History History: 1979 c. 110.

185.93 185.93 Member or stockholder derivative actions.

185.93(1) (1) No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder:

185.93(1)(a) (a) Alleges in the complaint that the member or stockholder was a member or registered stockholder when any part of the transaction of which the member or stockholder complains took place, or that the member’s or stockholder’s stock thereafter devolved upon the member or stockholder by operation of law from a stockholder at such time.

185.93(1)(b) (b) Alleges in the complaint with particularity his or her efforts to secure from the board the action he or she desires. He or she shall allege further that he or she has either informed the association or board in writing of the ultimate facts of each cause of action against each director or that he or she has delivered to the association or board a copy of the complaint no fewer than 60 days prior to filing the complaint.

185.93(1)(c) (c) Files the complaint in such action within 20 days after the action is commenced.

185.93(2) (2) The action shall not be dismissed or compromised without the approval of the court.

185.93(3) (3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, and may direct the plaintiff to account to the association for the remainder of such proceeds.

185.93(4) (4) In any action brought in the right of an association by less than 3 percent of the members or by holders of less than 3 percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.

185.93 History History: 1985 a. 30; 1993 a. 482; 2005 a. 253; 2009 a. 177.

185.94 185.94 Use of term “cooperative”; penalty for improper use.

185.94(1) (1) The term “cooperative”, or any variation thereof, may be used either by an association or by a credit union organized under ch. 186.