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180.1422(2)(b) (b) The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the certificate and provide a copy to the corporation or its representative.
180.1422(3) (3) When the reinstatement becomes effective, it shall 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.
180.1422 Annotation The secretary of state [now dept. of financial institutions] has the power to reinstate a corporation only during the two year period under sub. (1). Avenue, Inc. v. La Follette, 183 Wis. 2d 409, 515 N.W.2d 339 (Ct. App. 1994).
180.1423 180.1423 Appeal from denial of reinstatement.
180.1423(1) (1) If the department denies a corporation's application for reinstatement under s. 180.1422, the department shall serve the corporation under s. 180.0504 with a written notice that explains each reason for denial.
180.1423(2) (2) 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 perfected. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's certificate of dissolution, the corporation's application for reinstatement and the department's notice of denial.
180.1423(3) (3) The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
180.1423(4) (4) The court's final decision may be appealed as in other civil proceedings.
180.1423 History History: 1989 a. 303; 1995 a. 27.
180.1423 Annotation This section provides an appeal to circuit court only if the application for reinstatement was timely filed and denied under s. 180.1422. Casanova Retail Liquor Store, Inc. v. State, 196 Wis. 2d 947, 540 N.W.2d 18 (Ct. App. 1995), 95-1389.
180.1430 180.1430 Grounds for judicial dissolution. The circuit court for the county where the corporation's principal office or, if none in this state, its registered office is or was last located may dissolve a corporation in a proceeding:
180.1430(1) (1) By the attorney general, if any of the following is established:
180.1430(1)(a) (a) That the corporation obtained its articles of incorporation through fraud.
180.1430(1)(b) (b) That the corporation has continued to exceed or abuse the authority conferred upon it by law.
180.1430(2) (2) By a shareholder, if any of the following is established:
180.1430(2)(a) (a) That the directors are deadlocked in the management of the corporate affairs, the shareholders 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 to the advantage of the shareholders generally.
180.1430(2)(b) (b) 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.
180.1430(2)(c) (c) That the shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election and, if necessary, qualification of their successors.
180.1430(2)(d) (d) That the corporate assets are being misapplied or wasted.
180.1430(3) (3) By a creditor, if any of the following is established:
180.1430(3)(a) (a) That the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.
180.1430(3)(b) (b) That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
180.1430(4) (4) By the corporation, to have its voluntary dissolution continued under court supervision.
180.1430(5) (5) Under s. 946.87.
180.1430 History History: 1989 a. 303, 359; 1991 a. 16.
180.1430 Annotation As used in sub. (2) (b), "oppressive conduct" means: 1) burdensome, harsh, and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or 2) a visual departure from the standards of fair dealing, and a violation of fair play to which every shareholder who entrusts money to the company is entitled to rely. Jorgensen v. Water Works, Inc. 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.
180.1430 Annotation To bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73, 242 Wis. 2d 278, 626 N.W.2d 302, 99-0838.
180.1431 180.1431 Procedure for judicial dissolution.
180.1431(1) (1) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
180.1431(2) (2) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver pendente lite with all the powers and duties that the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
180.1431 History History: 1989 a. 303.
180.1432 180.1432 Receivership.
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 History History: 1989 a. 303.
180.1433 180.1433 Decree 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 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27.
180.1440 180.1440 Delivery 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 History History: 1989 a. 303; 2013 a. 20.
subch. XV of ch. 180 SUBCHAPTER XV
FOREIGN CORPORATIONS
180.1501 180.1501 Authority 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.
180.1501(2)(j) (j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
180.1501(2)(k) (k) Transacting business in interstate commerce.
180.1501 History History: 1989 a. 303; 1995 a. 27.
180.1502 180.1502 Consequences of transacting business without authority.
180.1502(1)(1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
180.1502(2) (2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under s. 180.1501, nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
180.1502(3) (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
180.1502(4) (4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.
180.1502(5)(a)(a) A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following:
180.1502(5)(a)1. 1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by s. 180.1501 and thereafter filed all reports required by this chapter.
180.1502(5)(a)2. 2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.
180.1502(5)(b) (b) The foreign corporation shall pay the amount owed under par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the department any amount owed under this subsection.
180.1502 History History: 1989 a. 303; 1995 a. 27.
180.1503 180.1503 Application for certificate of authority.
180.1503(1) (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. The application shall set forth all of the following:
180.1503(1)(a) (a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies s. 180.1506.
180.1503(1)(b) (b) The name of the state or country under whose law it is incorporated.
180.1503(1)(c) (c) Its date of incorporation and period of duration.
180.1503(1)(d) (d) The street address of its principal office.
180.1503(1)(e) (e) The address of its registered office in this state and the name of its registered agent at that office.
180.1503(1)(f) (f) The name and usual business address of each of its current directors and officers.
180.1503(1)(g) (g) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
180.1503(1)(h) (h) A statement of the aggregate number of its issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
180.1503(1)(i) (i) The amount of paid-in capital and the number and value of shares of capital stock issued without par value. The value of capital stock without par value, for the purpose of such statement and for the purpose of computing filing fees, shall be taken as the amount by which the entire property of the foreign corporation exceeds its liabilities other than such capital stock without par value, but each share of the capital stock without par value shall be deemed to be of the value of not less than $10.
180.1503(1)(j) (j) The proportion of its capital which is represented in this state by its property to be located or to be acquired in this state and by its business to be transacted in this state. The proportion of capital employed in this state shall be computed by taking the estimate of the gross business of the foreign corporation to be transacted in this state in the following year and adding the same to the value of its property to be located or to be acquired in the state. The sum so obtained shall be the numerator of a fraction of which the denominator shall consist of the estimate of its total gross business for said year added to the value of its entire property. The fraction so obtained shall represent the proportion of the capital within the state. For the purposes of this section, the estimate of the business to be transacted and the property to be located or to be acquired in the state shall cover the period when it is estimated the foreign corporation will commence business in this state to and including December 31 of that year. The department may demand, as a condition precedent to issuing a certificate of authority, such further information and statements as the department considers proper in order to determine the accuracy of the application submitted under this section.
180.1503(2) (2) The foreign corporation shall deliver with the completed application a certificate of status, or similar document, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall be dated no earlier than 60 days before its delivery.
180.1503 History History: 1989 a. 303; 1993 a. 214; 1995 a. 27.
180.1504 180.1504 Amended certificate of authority.
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2011-12 Wisconsin Statutes updated though 2013 Wis. Act 200 and all Supreme Court Orders entered before April 18, 2014. Published and certified under s. 35.18. Changes effective after April 18, 2014 are designated by NOTES. (Published 4-18-14)