Powers of dissolved corporation.
A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following:
Preserving and protecting its assets and minimizing its liabilities.
Discharging or making provision for discharging its liabilities and obligations.
Disposing of its properties that will not be distributed in kind.
Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition.
Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.
If no provision has been made in the corporation's articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving.
Doing every other act necessary to wind up and liquidate its assets and affairs.
(2) Matters not affected by dissolution.
Dissolution of a corporation does not do any of the following:
Subject its directors or officers to standards of conduct different from those under subch. VIII
Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
Prevent commencement of a proceeding by or against the corporation in its corporate name.
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.
(3) Retention of exclusive use of name.
Except as provided in s. 181.1421 (6)
and unless a dissolved corporation registers its corporate name under s. 181.0403 (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. 181.1403 (1) (g)
History: 1997 a. 79
Known claims against dissolved corporation. 181.1406(1)(1)
In this section, “claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(2) Disposition of known claims.
A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(3) Notice requirements.
The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall include all of the following information:
A description of the information that must be included in a claim.
The deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim.
The claim will be barred if not received by the deadline.
(4) When claims barred.
A claim against the dissolved corporation is barred if any of the following occurs:
A claimant who is given written notice under sub. (2)
does not deliver the claim to the dissolved corporation by the deadline.
A claimant whose claim is rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
History: 1997 a. 79
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.
(2) Enforcement of claim against corporation.
A claim may be enforced under this section against any of the following:
The dissolved corporation, to the extent of its undistributed assets.
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.
History: 1997 a. 79
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:
The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.
(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.
(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.
(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.
(6) Duration expires.
The corporation's period of duration stated in its articles of incorporation expires.
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.
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.
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.
(3) Effective date of notice.
A notice of determination made under sub. (1)
is effective upon the earliest of the following:
The date on which the corporation or its registered agent receives the notice.
Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed.
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.
If the notice is posted on the department's Internet site, the date of posting.
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.
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.
(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.
(7) Effect of dissolution on agent.
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
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:
The name of the corporation and the effective date of its administrative dissolution.
A statement that each ground for dissolution either did not exist or has been cured.
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:
That the application contains the information required by sub. (1)
and the information is correct.
That all fees and penalties owed by the corporation to the department under this chapter have been paid.
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.
(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.
(4) Effect of reinstatement; additional rules.
When reinstatement under this section is effective, all of the following rules apply:
Except as provided in par. (b)
, the corporation's period of duration continues as if the dissolution had never occurred.
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.
History: 1997 a. 79
; 2001 a. 44
; 2021 a. 258
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.
(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.
(3) Judicial remedy.
The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
(4) Appeal of court decision.
The court's final decision may be appealed as in other civil proceedings.
History: 1997 a. 79
; 2001 a. 44
; 2021 a. 258
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:
The attorney general if any of the following is established:
That the corporation obtained its articles of incorporation through fraud.
That the corporation has continued to exceed or abuse the authority conferred upon it by law.
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:
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.
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.