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 HistoryHistory: 1989 a. 303.
180.1406180.1406Known 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: