SB423: Bill Text

SB423,124,11 (d) The corporation's total assets would equal at least the sum of its total liabilities.

SB423,124,14 (e) The domestic or foreign corporation to which the distribution is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under 26 USC 501.

SB423,124,16 (4) Other distributions. A corporation may make a distribution that is not permitted under subs. (1) to (3) only if all of the following apply:

SB423,124,18 (a) The articles of incorporation state that a distribution may be made under this subsection.

SB423,124,20 (b) The distribution is made in accordance with the stated purpose of the corporation.

SB423,124,22 (c) The corporation would be able to pay its debts as they become due in the usual course of its activities.

SB423,124,24 (d) The corporation's total assets would equal at least the sum of its total liabilities.

SB423,125,2 Subchapter XIV Dissolution

SB423,125,6 181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1) In general. (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators.

SB423,125,9 (b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following:

SB423,125,10 1. Unless the articles of incorporation or bylaws provide otherwise, the board.

SB423,125,12 2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

SB423,125,14 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

SB423,125,22 (2) Corporation without members with voting rights. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors' meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,3 (3) Notice requirements. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,7 (4) Written consents or ballots. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,10 (5) Distribution of assets. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

SB423,126,14 181.1403 Articles of dissolution. (1) Filing requirements. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information:

SB423,126,15 (a) The name of the corporation.

SB423,126,16 (b) The date dissolution was authorized.

SB423,126,17 (c) A statement that dissolution was approved by a sufficient vote of the board.

SB423,126,20 (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators.

SB423,126,21 (e) If approval by members was required, all of the following:

SB423,126,24 1. The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.

SB423,127,4 2. Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.

SB423,127,7 (f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained.

SB423,127,10 (g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period.

SB423,127,12 (2) Effective date. A corporation is dissolved upon the effective date of its articles of dissolution.

SB423,127,14 181.1404 Revocation of dissolution. (1) When permitted. A corporation may revoke its dissolution within 120 days of its effective date.

SB423,127,18 (2) How authorized. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person.

SB423,127,22 (3) Filing requirements. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information:

SB423,127,23 (a) The name of the corporation.

SB423,127,24 (b) The effective date of the dissolution that was revoked.

SB423,127,25 (c) The date that the revocation of dissolution was authorized.

SB423,128,2 (d) If the corporation's board or the incorporators revoked the dissolution, a statement to that effect.

SB423,128,5 (e) If the corporation's board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization.

SB423,128,7 (f) If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f).

SB423,128,9 (4) Effective date. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

SB423,128,12 (5) Effect of revocation. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

SB423,128,16 181.1405 Effect of dissolution. (1) 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:

SB423,128,17 (a) Preserving and protecting its assets and minimizing its liabilities.

SB423,128,19 (b) Discharging or making provision for discharging its liabilities and obligations.

SB423,128,20 (c) Disposing of its properties that will not be distributed in kind.

SB423,128,23 (d) 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.

SB423,128,25 (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.

SB423,129,4 (g) 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.

SB423,129,6 (h) Doing every other act necessary to wind up and liquidate its assets and affairs.

SB423,129,8 (2) Matters not affected by dissolution. Dissolution of a corporation does not do any of the following:

SB423,129,9 (a) Transfer title to the corporation's property.

SB423,129,11 (b) Subject its directors or officers to standards of conduct different from those under subch. VIII.

SB423,129,14 (c) 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.

SB423,129,16 (d) Prevent commencement of a proceeding by or against the corporation in its corporate name.

SB423,129,18 (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution.

SB423,129,19 (f) Terminate the authority of the registered agent.

SB423,129,24 (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).

SB423,130,3 181.1406 Known claims against dissolved corporation. (1) Definition. In this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

SB423,130,5 (2) Disposition of known claims. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

SB423,130,8 (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:

SB423,130,9 (a) A description of the information that must be included in a claim.

SB423,130,10 (b) A mailing address where a claim may be sent.

SB423,130,12 (c) 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.

SB423,130,13 (d) The claim will be barred if not received by the deadline.

SB423,130,15 (4) When claims barred. A claim against the dissolved corporation is barred if any of the following occurs:

SB423,130,17 (a) A claimant who is given written notice under sub. (2) does not deliver the claim to the dissolved corporation by the deadline.

SB423,130,20 (b) 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.

SB423,131,5 181.1407 Survival of remedies and claims. (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.

SB423,131,7 (2) Enforcement of claim against corporation. A claim may be enforced under this section against any of the following:

SB423,131,8 (a) The dissolved corporation, to the extent of its undistributed assets.

SB423,131,14 (b) 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.

SB423,131,17 181.1420 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:

SB423,131,19 (1) Nonpayment. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

SB423,131,21 (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.

SB423,131,23 (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.

SB423,132,2 (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.

SB423,132,5 (5) Failure of domesticating corporation to file required notice. The corporation does not file a notice required under s. 181.1533 (5) (a) within one year of the date that it is required under s. 181.1533 (5) (a) to be filed.

SB423,132,7 (6) Duration expires. The corporation's period of duration stated in its articles of incorporation expires.

SB423,132,14 181.1421 Procedure for and effect of administrative dissolution. (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall give the corporation written notice of the department's determination by certified mail, return receipt requested, addressed to the corporation's registered agent and to the corporation's principal office, as most recently designated on the records of the department.

SB423,132,19 (2) Class 2 notices. If the notices of determination under sub. (1) to the corporation's principal office and the registered agent are both 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 provide the notice by publishing a class 2 notice, under ch. 985.

SB423,132,21 (3) Effective date of notice. A notice of determination made under sub. (1) or (2) is effective upon the earliest of the following:

SB423,132,22 (a) The date on which the corporation or its registered agent receives the notice.

SB423,132,24 (b) Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

SB423,133,3 (c) 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.

SB423,133,5 (d) If the notice is published as a class 2 notice, under ch. 985, the effective date set under ch. 985 for the notice.

SB423,133,9 (4) Cure. (a) Within 60 days after the notice is effective under sub. (3), the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB423,133,14 (b) If the corporation fails to satisfy par. (a), the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The department shall file the original of the certificate and shall provide notice to the corporation of the certificate in the same manner as a notice of determination under subs. (1) and (2).

SB423,133,16 (5) Effect of administrative dissolution. Sections 181.1405 (1) and (2), 181.1406 and 181.1407 apply to a corporation that is administratively dissolved.

SB423,133,19 (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.

SB423,133,23 181.1422 Reinstatement following administrative dissolution. (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:

SB423,133,25 (a) The name of the corporation and the effective date of its administrative dissolution.