LRB-3413/1
ARG:cjs:rs
2011 - 2012 LEGISLATURE
January 19, 2012 - Introduced by Senator Grothman, cosponsored by
Representative Kramer. Referred to Committee on Financial Institutions and
Rural Issues.
SB391,1,3 1An Act to repeal 180.0504 (3) (b); to renumber and amend 180.0504 (3) (a);
2and to amend 180.1421 (2m) (b) of the statutes; relating to: the procedure for
3the administrative dissolution of corporations.
Analysis by the Legislative Reference Bureau
Under current law, a corporation may voluntarily dissolve by filing articles of
dissolution with the Department of Financial Institutions (DFI). DFI also has
authority to initiate the involuntary dissolution of a corporation, based on specified
grounds, by bringing a proceeding to administratively dissolve the corporation. If
DFI commences such a dissolution proceeding, DFI must give the corporation
written notice, addressed to the registered office of the corporation, of its
determination that one or more grounds exist to dissolve the corporation, after which
the corporation has 60 days to correct each ground for dissolution or demonstrate to
the reasonable satisfaction of DFI that each ground does not exist. If the corporation
fails to do so, DFI must administratively dissolve the corporation. DFI must enter
a notation in its records to reflect each ground for dissolution and the effective date
of dissolution and must give the corporation written notice of those facts, addressed
to the registered office of the corporation. If either of these notices from DFI is
returned to DFI as undeliverable, DFI must again give notice to the corporation, this
time addressed to the principal office of the corporation. If this follow-up notice is
returned to DFI as undeliverable or if the corporation's principal office cannot be
determined from DFI's records, DFI must give the notice by publishing a "class 2"
notice (two insertions) in the official state newspaper.

Under this bill, if DFI's follow-up notice is returned to DFI as undeliverable or
if the corporation's principal office cannot be determined from DFI's records, instead
of giving the notice by publishing a "class 2" notice in the official state newspaper,
DFI must give the notice by posting it on DFI's Web site. For two years, DFI must
also publish a monthly "class 1" notice in the official state newspaper informing the
public that these administrative dissolution notices are posted on DFI's Web site.
For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB391, s. 1 1Section 1. 180.0504 (3) (a) of the statutes is renumbered 180.0504 (3) and
2amended to read:
SB391,2,73 180.0504 (3) Except as provided in par. (b) s. 180.1421 (2m) (b), if the address
4of the corporation's principal office cannot be determined from the records held by
5the department, the corporation may be served by publishing a class 3 notice, under
6ch. 985, in the community where the corporation's principal office or registered office,
7as most recently designated in the records of the department, is located.
SB391, s. 2 8Section 2. 180.0504 (3) (b) of the statutes is repealed.
SB391, s. 3 9Section 3. 180.1421 (2m) (b) of the statutes is amended to read:
SB391,2,1410 180.1421 (2m) (b) If the notice under par. (a) is returned to the department as
11undeliverable or if the corporation's principal office cannot be determined from the
12records of the department, the department shall give the notice by publishing a class
132 notice under ch. 985 in the official state newspaper
posting the notice on the
14department's Web site
.
SB391, s. 4 15Section 4. Nonstatutory provisions.
SB391,3,316 (1) In addition to posting the notice described in section 180.1421 (2m) (b) of
17the statutes, as affected by this act, the department of financial institutions shall,
18for 24 months after the effective date of this subsection, publish a monthly class 1

1notice under ch. 985 in the official state newspaper informing the public that notices
2described in section 180.1421 (2m) (b) of the statutes, as affected by this act, are
3posted on the department's Web site.
SB391,3,44 (End)
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