180.1431 HistoryHistory: 1989 a. 303.
180.1432180.1432Receivership.
180.1432(1)(1)A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate the business and 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. The court appointing a receiver has exclusive jurisdiction over the corporation and all of its property wherever located.
180.1432(2)(2)The court may appoint as a receiver a natural person, a domestic corporation or a foreign corporation authorized to transact business in this state. The court may require the receiver to post bond, with or without sureties, in an amount that the court directs.
180.1432(3)(3)The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, the receiver may do any of the following:
180.1432(3)(a)(a) 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.
180.1432(3)(b)(b) Sue and defend in the receiver’s name as receiver of the corporation in all courts of this state.
180.1432(4)(4)The court from time to time during the receivership may order compensation and expense disbursements or reimbursements made to the receiver and the receiver’s counsel from the assets of the corporation or proceeds from the sale of the assets.
180.1432 HistoryHistory: 1989 a. 303.
180.1433180.1433Decree of dissolution.
180.1433(1)(1)If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the department for filing.
180.1433(2)(2)After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with s. 180.1405 and the notification of claimants in accordance with ss. 180.1406 and 180.1407.
180.1433 HistoryHistory: 1989 a. 303; 1991 a. 16; 1995 a. 27.
180.1440180.1440Delivery to secretary of revenue. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation and are unclaimed shall be reduced to cash and shall be reported and delivered to the secretary of revenue as provided under ch. 177.
180.1440 HistoryHistory: 1989 a. 303; 2013 a. 20.
subch. XV of ch. 180SUBCHAPTER XV
FOREIGN CORPORATIONS
180.1501180.1501Authority to transact business required.
180.1501(1)(1)A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
180.1501(2)(2)Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:
180.1501(2)(a)(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
180.1501(2)(b)(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
180.1501(2)(c)(c) Maintaining bank accounts.
180.1501(2)(d)(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s securities or maintaining trustees or depositaries with respect to those securities.
180.1501(2)(e)(e) Selling through independent contractors.
180.1501(2)(f)(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
180.1501(2)(g)(g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
180.1501(2)(h)(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
180.1501(2)(i)(i) Owning, without more, property.