181.51(4)
(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
181.51(5)
(5) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this chapter, provided that assets received and held by corporations organized for charitable, religious, eleemosynary, benevolent, educational or similar purposes shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.
181.52
181.52
Plan of distribution. Where the articles of incorporation do not provide for the distribution of assets on dissolution, a plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
181.52(1)
(1) Where there are members having voting rights, any plan of distribution shall be submitted to a vote at a meeting of members having voting rights, which may be either a regular or a special meeting. Written notices setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
181.52(2)
(2) Where there are no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
181.53
181.53
Revocation of voluntary dissolution proceedings. A corporation may, at any time prior to the filing of articles of dissolution, as hereinafter provided, revoke voluntary dissolution proceedings theretofore taken, in the following manner:
181.53(1)
(1) Written notice of a special meeting, or of the annual meeting of members, stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members.
181.53(2)
(2) At such meeting a vote of the members entitled to vote thereat shall be taken on a resolution revoking the voluntary dissolution proceedings, which shall require for its adoption at least two-thirds of the votes entitled to be cast by members present or represented by proxy.
181.53(3)
(3) Where there are no members having voting rights, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
181.53(4)
(4) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation may thereupon again conduct its affairs, but the revocation of voluntary dissolution proceedings shall not invalidate any transfer or distribution of assets made prior to such revocation.
181.53 History
History: 1981 c. 337.
181.54
181.54
Articles of dissolution. When all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by the president or a vice president, and the secretary or an assistant secretary, and shall be sealed with the corporate seal, if there be any, and shall set forth:
181.54(2)
(2) Where there are members having voting rights, a statement of the total number of members with voting rights, the number of such members present in person or represented by proxy at the meeting at which the resolution to dissolve was adopted and the number of members voting for and against such resolution, respectively;
181.54(3)
(3) Where there are no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the affirmative vote of a majority of the directors in office, or such larger number as may be required by the articles of incorporation;
181.54(4)
(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
181.54(5)
(5) That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter;
181.54(6)
(6) That there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit;
181.54(7)
(7) The names and respective addresses including street and number of the corporation directors as of the date of execution of the articles of dissolution or if there be no directors at such time, then of its last acting board of directors.
181.54(8)
(8) The county in which the corporation's principal office is located.
181.54 History
History: 1981 c. 337,
391.
181.55
181.55
Filing and recording of articles of dissolution and effect thereof. The articles of dissolution shall be filed and recorded, and when the articles are filed the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter. Upon the filing of the articles, the department may issue a certificate of dissolution.
181.55 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
181.555
181.555
Property omitted from final distribution. Upon the filing of the articles of dissolution, a certificate of administrative dissolution or of a decree of dissolution, the title to any property inadvertently or otherwise omitted from the final distribution shall vest in the directors named in the articles or decree of dissolution as trustees for the benefit of the creditors, members and distributees of the corporation as their respective rights and interests may appear. The trustees shall distribute such property or its proceeds to the persons beneficially entitled, and for this purpose a majority of the directors acting as trustees shall have full authority and capacity to collect and administer such property; to adjust and settle any claims against such property; to waive, release or subordinate reversionary rights or interests in real estate, or rights arising out of restrictions or conditions enforceable by the corporation; to sell, assign, or otherwise transfer such property in whole or in part on such terms and conditions as they in their discretion may determine; and to do such other lawful acts as may be necessary or proper for them to execute their trust. In the event any director named in the articles or decree of dissolution shall cease to be a trustee through death, resignation or otherwise, a majority of the surviving trustees or the sole surviving trustee shall have full powers to act under this section. In the event there shall at any time be no trustee or in the event any trustee cannot with reasonable diligence be found, then the circuit court for the county in which the last principal office of the corporation was located shall have power to appoint a trustee or trustees upon application to the court by any person found by the court to have an interest in such property or its disposition. A sole trustee, or a majority of the trustees, may at any time make application to the circuit court of the county where the corporation had its last registered office to have the court liquidate such property pursuant to the jurisdiction of the circuit court to liquidate assets and business of a corporation as provided in this chapter.
181.555 History
History: 1981 c. 337;
1993 a. 35.
181.56
181.56
Involuntary dissolution. 181.56(1)
(1) A corporation may be dissolved involuntarily by a decree of any circuit court in an action commenced by the attorney general when it is established that:
181.56(1)(a)
(a) The corporation's certificate of incorporation was procured through fraud; or
181.56(1)(b)
(b) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or
181.56(1)(c)
(c) The corporation has failed for 90 days to appoint and maintain a registered agent in this state; or
181.56(1)(d)
(d) The corporation has solicited or accepted money or property and failed to use the money or property for the purpose for which it was solicited or accepted, or has fraudulently solicited money or fraudulently used the money solicited; or
181.56(1)(e)
(e) The corporation has failed to comply with a court order for the production of books, records or other documents of the corporation as provided in this chapter; or
181.56(1)(f)
(f) The corporation does or omits any act which amounts to a surrender of its corporate rights, privileges or franchises.
181.56(1m)
(1m) In case the attorney general on application refuses to bring action based on
sub. (1) (f), leave to bring the same by a private party shall be granted only on notice to the attorney general and the proposed defendant; and the court on granting leave in such case may require the prosecutor to give adequate security to the state to indemnify it and the defendant against all taxable costs therein.
181.56(2)
(2) If prior to the entry of a decree, the corporation shall cure all defaults complained of, and shall pay all penalties thereon, and shall pay the costs of such action, the action for such cause shall abate.
181.56(3)
(3) A corporation may be dissolved involuntarily under
s. 946.87.
181.561
181.561
Grounds for administrative dissolution. The department may bring a proceeding under
s. 181.562 to administratively dissolve a corporation if any of the following occurs:
181.561(1)
(1) The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.
181.561(2)
(2) The corporation does not have on file its annual report with the department within one year after it is due.
181.561(3)
(3) The corporation is without a registered agent or registered office in this state for at least one year.
181.561(4)
(4) 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.
181.561(5)
(5) The corporation's period of duration stated in its articles of incorporation expires.
181.561 History
History: 1993 a. 35;
1995 a. 27.
181.562
181.562
Procedure for and effect of administrative dissolution. 181.562(1)(1) If the department determines that one or more grounds exist under
s. 181.561 for dissolving a corporation, the department shall serve the corporation under
s. 181.10 with written notice of the determination.
181.562(2)(a)(a) Within 60 days after service of the notice is perfected under
s. 181.10 (2), 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.
181.562(2)(b)
(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 serve a copy on the corporation under
s. 181.10.
181.562(4)
(4) The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.
181.562 History
History: 1993 a. 35;
1995 a. 27.
181.563
181.563
Reinstatement following administrative dissolution. 181.563(1)(1) A corporation that is administratively dissolved may apply to the department for reinstatement within 2 years after the later of January 1, 1994, or the effective date of dissolution. The application shall include all of the following:
181.563(1)(a)
(a) The name of the corporation and the effective date of its administrative dissolution.
181.563(1)(b)
(b) That each ground for dissolution either did not exist or has been eliminated.
181.563(2)(a)(a) The department shall cancel the certificate of dissolution and prepare a certificate of reinstatement that complies with
par. (b) if the department determines all of the following:
181.563(2)(a)1.
1. That the application contains the information required by
sub. (1) and the information is correct.
181.563(2)(a)2.
2. That all fees and penalties owed by the corporation to the department have been paid.
181.563(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 original of the certificate and serve a copy on the corporation under
s. 181.10.
181.563(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.
181.563 History
History: 1993 a. 35;
1995 a. 27.
181.564
181.564
Appeal from denial of reinstatement. 181.564(1)
(1) If the department denies a corporation's application for reinstatement under
s. 181.563, the department shall serve the corporation under
s. 181.10 with a written notice that explains each reason for denial.
181.564(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.
181.564(3)
(3) The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
181.564(4)
(4) The court's final decision may be appealed as in other civil proceedings.
181.564 History
History: 1993 a. 35;
1995 a. 27.
181.57
181.57
Jurisdiction of the circuit court to liquidate assets and business of corporation. 181.57(1)
(1) Circuit courts shall have full power to liquidate the assets and business of a corporation.
181.57(1)(a)
(a) In an action by a member or director when it is established:
181.57(1)(a)1.
1. That the directors are deadlocked in the management of the corporate affairs and the members are unable to break the deadlock, or there are no members having voting rights, and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
181.57(1)(a)2.
2. That the acts of the directors or those in control of the corporation are illegal, or fraudulent; or
181.57(1)(a)3.
3. That the corporate assets are being misapplied or wasted; or
181.57(1)(a)4.
4. That the corporation is unable to carry out its purposes.
181.57(1)(b)
(b) In an action by a creditor when the claim of the creditor has been reduced to judgment and an execution thereupon returned unsatisfied and it is established that the corporation is insolvent.
181.57(1)(c)
(c) Upon application by a corporation to have its dissolution continued under the supervision of the court.
181.57(1)(d)
(d) When an action has been commenced by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.
181.57(2)
(2) Proceedings under this section shall be brought in the circuit court for the county in which the principal place of business of the corporation is situated or in which the principal office of the corporation is located.
181.57(3)
(3) It shall not be necessary to make members or directors parties to any such action or proceeding unless relief is sought against them personally.
181.57 History
History: 1981 c. 280;
1989 a. 121.
181.58
181.58
Procedure in liquidation of corporation by circuit court. 181.58(1)(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.
181.58(2)
(2) After a hearing had upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation, including all amounts owing to the corporation by members. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The assets of the corporation or the proceeds resulting from a sale, conveyance or other disposition thereof shall be applied and distributed as follows:
181.58(2)(a)
(a) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
