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;
181.58(2)(b)
(b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements;
181.58(2)(c)
(c) Assets held for a charitable, religious, eleemosynary, benevolent, educational or similar use, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, 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 or liquidating corporation, pursuant to a plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, 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 or liquidating corporation as the court may direct;
181.58(2)(d)
(d) 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 the bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
181.58(2)(e)
(e) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct, 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.
181.58(3)
(3) The court shall have power to allow from time to time as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.
181.58(4)
(4) A receiver of a corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in the receiver's own name as receiver of such corporation. The court appointing such receiver shall, for the purposes of this chapter, have exclusive jurisdiction of the corporation and its property wherever situated.
181.58 History
History: 1993 a. 482.
181.59
181.59
Qualifications of receivers. A receiver shall in all cases be a natural person or a corporation or limited liability company authorized to act as receiver, which may be a domestic corporation or limited liability company or a foreign corporation or limited liability company authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require.
181.59 History
History: 1973 c. 128;
1993 a. 112.
181.60
181.60
Filing of claims in liquidation proceedings. In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors and members of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims including claims to the assets based on membership. If the court requires the filing of claims it shall fix a date, which shall not be less than 4 months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed shall be barred, by order of court, from participating in the distribution of the assets of the corporation.
181.61
181.61
Discontinuance of liquidation proceedings. The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
181.62
181.62
Decree of involuntary dissolution. In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all claims filed and allowed shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses and claims, all the property and assets have been applied so far as they will to their payment, the court shall enter a decree dissolving the corporation whereupon the existence of the corporation shall cease. The decree shall state the names and respective addresses including street and number of the corporation's 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.
181.63
181.63
Filing of decree of dissolution. In case the court enters a decree dissolving a corporation the clerk of such court shall cause a certified copy of the decree to be filed and recorded. Upon the filing of the decree the department shall issue a certificate of dissolution. No fee shall be charged for such filing or recording.
181.64
181.64
Deposits with state treasury. Upon the voluntary, involuntary or administrative dissolution of a corporation, the portion of the assets distributable to a creditor or member who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, may be reduced to cash and deposited with the state treasury of this state and shall be paid over without interest to such creditor or member or to the creditor's or member's legal representative, upon proof satisfactory to the state treasurer of the creditor's or member's right thereto.
181.64 History
History: 1993 a. 35,
482.
181.65
181.65
Survival of remedy after dissolution. The dissolution of a corporation shall not take away or impair any remedy available to or against such 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 shall have power to take such corporate or other action as is appropriate to protect such remedy, right or claim. If such corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during such period of 2 years so as to extend its period of duration.
181.65 History
History: 1973 c. 128.
181.651
181.651
Annual report of domestic corporation. 181.651(1)(1) Each corporation shall file, within the time prescribed under
sub. (5), an annual report setting forth:
181.651(1)(a)
(a) The name of the corporation, the address, including street and number, if any, of its principal office.
181.651(1)(b)
(b) The names and respective addresses, including street and number, if any, of its directors and principal officers.
