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20181.1420 Grounds for administrative dissolution. The department may
21bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any
22of the following occurs:
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23(1) Nonpayment. The corporation does not pay, within one year after they are
24due, any fees or penalties due the department under this chapter.
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1(2) Failure to file annual report. The corporation does not have on file its
2annual report with the department within one year after it is due.
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3(3) Failure to maintain registered agent or office. The corporation is without
4a registered agent or registered office in this state for at least one year.
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5(4) Failure to notify department of change. The corporation does not notify
6the department within one year that its registered agent or registered office has been
7changed, that its registered agent has resigned or that its registered office has been
8discontinued.
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9(5) Failure of domesticating corporation to file required notice. The
10corporation does not file a notice required under s. 181.1533 (5) (a) within one year
11of the date that it is required under s. 181.1533 (5) (a) to be filed.
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12(6) Duration expires. The corporation's period of duration stated in its articles
13of incorporation expires.
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14181.1421 Procedure for and effect of administrative dissolution. (1)
15Notice of determination. If the department determines that one or more grounds
16exist under s. 181.1420 for dissolving a corporation, the department shall give the
17corporation written notice of the department's determination by certified mail,
18return receipt requested, addressed to the corporation's registered agent and to the
19corporation's principal office, as most recently designated on the records of the
20department.
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21(2) Class 2 notices. If the notices of determination under sub. (1) to the
22corporation's principal office and the registered agent are both returned to the
23department as undeliverable or if the corporation's principal office cannot be
24determined from the records of the department, the department shall provide the
25notice by publishing a class 2 notice, under ch. 985.
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1(3) Effective date of notice. A notice of determination made under sub. (1)
2or (2) is effective upon the earliest of the following:
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(a) The date on which the corporation or its registered agent receives the notice.
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(b) Five days after the notice is deposited in the U.S. mail, if mailed postpaid
5and correctly addressed.
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(c) If the notice is sent by certified mail, return receipt requested, and if the
7return receipt is signed on behalf of the corporation, the date shown on the return
8receipt.
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(d) If the notice is published as a class 2 notice, under ch. 985, the effective date
10set under ch. 985 for the notice.
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11(4) Cure. (a) Within 60 days after the notice is effective under sub. (3), the
12corporation shall correct each ground for dissolution or demonstrate to the
13reasonable satisfaction of the department that each ground determined by the
14department does not exist.
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(b) If the corporation fails to satisfy par. (a), the department shall
16administratively dissolve the corporation by issuing a certificate of dissolution that
17recites each ground for dissolution and its effective date. The department shall file
18the original of the certificate and shall provide notice to the corporation of the
19certificate in the same manner as a notice of determination under subs. (1) and (2).
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20(5) Effect of administrative dissolution. Sections 181.1405 (1) and (2),
21181.1406 and 181.1407 apply to a corporation that is administratively dissolved.
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22(6) Termination of right to exclusive use of name. The corporation's right to
23the exclusive use of its corporate name terminates on the effective date of its
24administrative dissolution.
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1181.1422 Reinstatement following administrative dissolution. (1) 2Application for reinstatement. A corporation that is administratively dissolved
3may apply to the department for reinstatement. The application shall include all of
4the following:
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(a) The name of the corporation and the effective date of its administrative
6dissolution.
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(b) A statement that each ground for dissolution either did not exist or has been
8cured.
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(c) A statement that the corporation's name satisfies s. 181.0401.
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10(2) Grounds for reinstatement. (a) The department shall cancel the
11certificate of dissolution and issue a certificate of reinstatement that complies with
12par. (b) if the department determines all of the following:
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1. That the application contains the information required by sub. (1) and the
14information is correct.
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2. That all fees and penalties owed by the corporation to the department under
16this chapter have been paid.
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(b) The certificate of reinstatement shall state the department's determination
18under par. (a) and the effective date of reinstatement. The department shall file the
19original of the certificate and return a copy to the corporation or its representative.
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20(3) Effect of reinstatement. When the reinstatement becomes effective, it
21shall relate back to and take effect as of the effective date of the administrative
22dissolution, and the corporation may resume carrying on its business as if the
23administrative dissolution had never occurred.
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24181.1423 Appeal from denial of reinstatement. (1) Notice of denial. If
25the department denies a corporation's application for reinstatement under s.
1181.1422, the department shall serve the corporation under s. 181.0504 with a
2written notice that explains each reason for denial.
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3(2) Time for appeal of denial. The corporation may appeal the denial of
4reinstatement to the circuit court for the county where the corporation's principal
5office or, if none in this state, its registered office is located, within 30 days after
6service of the notice of denial is perfected. The corporation shall appeal by
7petitioning the court to set aside the dissolution and attaching to the petition copies
8of the department's certificate of dissolution, the corporation's application for
9reinstatement and the department's notice of denial.
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10(3) Judicial remedy. The court may order the department to reinstate the
11dissolved corporation or may take other action that the court considers appropriate.
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12(4) Appeal of court decision. The court's final decision may be appealed as in
13other civil proceedings.
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14181.1430 Grounds for judicial dissolution. (1) Who may bring proceeding.
15The circuit court may dissolve a corporation in a proceeding brought by any of the
16following:
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(a) The attorney general if any of the following is established:
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1. That the corporation obtained its articles of incorporation through fraud.
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2. That the corporation has continued to exceed or abuse the authority
20conferred upon it by law.
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(b) Fifty members or members holding 5% of the voting power, whichever is
22less, or any person specified in the articles of incorporation, if any of the following
23is established:
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1. That the directors are deadlocked in the management of the corporate
25affairs, the members are unable to break the deadlock and, because of the deadlock,
1either irreparable injury to the corporation is threatened or being suffered or the
2business and affairs of the corporation can no longer be conducted in accordance with
3it corporate purposes.
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2. That the directors or those in control of the corporation have acted, are acting
5or will act in a manner that is illegal, oppressive or fraudulent.
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3. That the members are deadlocked in voting power and have failed, for a
7period that includes at least 2 consecutive annual meeting dates, to elect successors
8to directors whose terms have, or would otherwise have, expired.
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4. That the corporate assets are being misapplied or wasted.
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5. That the corporation is no longer able to carry out its purposes.
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(c) A creditor if any of the following is established:
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1. That the creditor's claim has been reduced to judgment, the execution on the
13judgment has been returned unsatisfied and the corporation is insolvent.
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2. That the corporation has admitted in writing that the creditor's claim is due
15and owing and the corporation is insolvent.
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(d) The corporation to have its voluntary dissolution continued under court
17supervision.
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18(2) Factors required to be considered. Before dissolving a corporation, the
19court shall consider all of the following:
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(a) Whether there are reasonable alternatives to dissolution.
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(b) Whether dissolution is the best way of protecting the interests of members
22or, if the corporation has no members, is in the interest of those persons or interests
23whom the corporation holds itself as benefiting or serving.
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1181.1431 Procedure for judicial dissolution.
(1) Who are parties. It is
2not necessary to make directors or members parties to a proceeding to dissolve a
3corporation unless relief is sought against them individually.
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4(2) Powers of court. A court in a proceeding brought to dissolve a corporation
5may issue injunctions, appoint a receiver or custodian pendente lite with all powers
6and duties the court directs, take other action required to preserve the corporate
7assets wherever located, and carry on the activities of the corporation until a full
8hearing can be held.
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9181.1432 Receivership or custodianship. (1) Powers of court. A court
10in a judicial proceeding brought to dissolve a corporation may appoint one or more
11receivers to wind up and liquidate, or one or more custodians to manage, the affairs
12of the corporation. The court shall hold a hearing, after notifying all parties to the
13proceeding and any interested persons designated by the court, before appointing a
14receiver or custodian. The court appointing a receiver or custodian has exclusive
15jurisdiction over the corporation and all of its property wherever located.
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16(2) Who may serve as receiver or custodian. The court may appoint an
17individual, or a domestic or foreign corporation or stock corporation authorized to
18transact business in this state, as a receiver or custodian. The court may require the
19receiver or custodian to post bond, with or without sureties, in an amount the court
20directs.
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21(3) Powers and duties of receiver or custodian. (a) The court shall describe
22the powers and duties of the receiver or custodian in its appointing order, which may
23be amended from time to time.
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(b) A receiver may exercise, but is not limited to, all of the following powers:
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11. To dispose of all or any part of the assets of the corporation wherever located,
2at a public or private sale, if authorized by the court; provided, however, that the
3receiver's power to dispose of the assets of the corporation is subject to any trust and
4other restrictions that would be applicable to the corporation.
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2. To sue and defend in the receiver's name as receiver of the corporation in all
6courts of this state.
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(c) A custodian may exercise all of the powers of the corporation, through or in
8place of its board or officers, to the extent necessary to manage the affairs of the
9corporation in the best interests of its members and creditors and may sue and
10defend in the custodian's name as custodian of the corporation in all courts in this
11state.
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12(4) Redesignation. The court during a receivership may redesignate the
13receiver a custodian, and during a custodianship may redesignate the custodian a
14receiver, if doing so is in the best interests of the corporation, its members, and
15creditors.
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16(5) Compensation and expenses. The court from time to time during the
17receivership or custodianship may order compensation paid and expense
18disbursements or reimbursements made to the receiver or custodian and the
19receiver's or custodian's counsel from the assets of the corporation or proceeds from
20the sale of the assets.
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21181.1433 Decree of dissolution. (1)
Entering decree. If after a hearing the
22court determines that one or more grounds for judicial dissolution under s. 181.1430
23exist, it may enter a decree dissolving the corporation and specifying the effective
24date of the dissolution, and the clerk of the court shall deliver a certified copy of the
25decree to the department, who shall file it.
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1(2) Effect of decree. After entering the decree of dissolution, the court shall
2direct the winding up and liquidation of the corporation's affairs in accordance with
3s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and
4181.1407.
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5181.1440 Deposit with state treasurer. Assets of a dissolved corporation
6that should be transferred to a creditor, claimant, or member of the corporation who
7cannot be found or who is not competent to receive them, shall be reduced to cash
8subject to known trust restrictions and deposited with the state treasurer for
9safekeeping. However, in the state treasurer's discretion property may be received
10and held in kind. When the creditor, claimant, or member furnishes satisfactory
11proof of entitlement to the amount deposited or property held in kind, the state
12treasurer shall deliver to the creditor, member or other person or his or her
13representative that amount or property.
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Subchapter XV
15
Foreign corporations
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16181.1501 Authority to transact business required. (1) In general. A
17foreign corporation may not transact business in this state until it obtains a
18certificate of authority from the department.
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19(2) Permitted activities. The following activities, among others, do not
20constitute transacting business in this state within the meaning of this subchapter:
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(a) Maintaining, defending or settling any civil, criminal, administrative or
22investigatory proceeding.
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(b) Holding meetings of the board or members or carrying on other activities
24concerning internal corporate affairs.
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(c) Maintaining bank accounts.
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1(d) Maintaining offices or agencies for the transfer, exchange and registration
2of the foreign corporation's memberships or maintaining trustees or depositaries
3with respect to those memberships.
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(e) Selling through independent contractors.
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(f) Soliciting or obtaining orders, whether by mail or through employes or
6agents or otherwise, if the orders require acceptance outside this state before they
7become contracts.
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(g) Creating or acquiring indebtedness, mortgages and security interests in
9property.
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(h) Securing or collecting debts or enforcing mortgages and security interests
11in property securing the debts.
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(i) Owning, without more, property.
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(j) Conducting an isolated transaction that is completed within 30 days and
14that is not one in the course of repeated transactions of a like nature.
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(k) Transacting business in interstate commerce.
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16181.1502 Consequences of transacting business without authority. (1) 17Court proceedings barred. A foreign corporation transacting business in this state
18without a certificate of authority, if a certificate of authority is required under s.
19181.1501, may not maintain a proceeding in any court in this state until it obtains
20a certificate of authority.
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21(2) Successors to foreign corporations. The successor to a foreign
22corporation that transacted business in this state without a certificate of authority
23and the assignee of a cause of action arising out of that business may not maintain
24a proceeding on that cause of action in any court in this state until the foreign
25corporation or its successor obtains a certificate of authority.
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1(3) Stay of proceedings. A court may stay a proceeding commenced by a foreign
2corporation, its successor or its assignee until the court determines whether the
3foreign corporation or its successor requires a certificate of authority. If it so
4determines, the court may further stay the proceeding until the foreign corporation
5or its successor obtains the certificate.
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6(4) Penalties. (a) Beginning on the first day of the 13th month beginning after
7the effective date of this paragraph .... [revisor inserts date], a foreign corporation
8that transacts business in this state without a certificate of authority is liable to the
9state, for each year or any part of a year during which it transacted business in this
10state without a certificate of authority, in an amount equal to the sum of all of the
11following:
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1. All fees that would have been imposed under this chapter upon the foreign
13corporation had it applied for and received a certificate of authority when it began
14transacting business in this state.
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2. A fee of $50 for each year or portion of a year during which it transacted
16business without a certificate of authority or $500, whichever is less.
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(b) The foreign corporation shall pay the amount owed under par. (a) to the
18department. The department may not issue a certificate of authority to the foreign
19corporation until the amount owed under par. (a) is paid. The attorney general may
20enforce a foreign corporation's obligation to pay the department any amount owed
21under par. (a).
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22(5) Validity of corporate actions. Notwithstanding subs. (1) and (2), the
23failure of a foreign corporation to obtain a certificate of authority does not impair the
24validity of its corporate acts or its title to property in this state or prevent it from
1defending any civil, criminal, administrative or investigatory proceeding in this
2state.
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3181.1503 Application for certificate of authority.
(1) Filing
4requirements. A foreign corporation may apply for a certificate of authority to
5transact business in this state by delivering an application to the department for
6filing. The application shall be made on a form prescribed by the department and
7shall include all of the following information:
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(a) The name of the foreign corporation or, if its name is unavailable for use in
9this state, a fictitious name that satisfies s. 181.1506.
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(b) The name of the state or country under whose law it is incorporated.
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(c) Its date of incorporation and period of duration.
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(d) The street address of its principal office.