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.
181.651(1)(bm)
(bm) The name and address, including street and number, if any, of its registered agent.
181.651(1)(c)
(c) A statement whether the corporation was engaged in actual activity during the 12 months immediately preceding the date of the report and the general nature of the activity.
181.651(2)
(2) The annual report shall be made on forms prescribed and furnished by the department, and the information contained in the report shall be given as of the date of the execution of the report. It shall be executed by the corporation by its president, a vice president, secretary, assistant secretary, or treasurer, or, until the first election of officers, by one of its incorporators, or, if the corporation is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation by such receiver or trustee.
181.651(3)
(3) The department shall forward by 1st class mail a report form to every corporation in good standing not later than 60 days before the date on which the corporation is required by this chapter to file an annual report.
181.651(4)
(4) This section does not apply to an affiliated society incorporated under
s. 44.03.
181.651(5)
(5) A corporation shall deliver its annual report to the department in each year following the calendar year in which the corporation was incorporated, during the calendar year quarter in which the anniversary date of the incorporation occurs.
181.651(6)
(6) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting corporation in writing and return the report to it for correction. The notice shall comply with
s. 181.10. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice determined under
s. 181.10 (2), the annual report is timely filed.
181.651(7)
(7) An annual report is effective on the date that it is filed by the department.
181.66
181.66
Foreign corporations. 181.66(1)
(1) Foreign corporations need not obtain authority to conduct affairs in this state, but shall be subject to the same restrictions, penalties and liabilities imposed upon domestic corporations of like character, and shall not conduct any affairs which a corporation organized under this chapter is not permitted to conduct, but nothing contained in this chapter shall be construed to regulate the organization or the internal affairs of a foreign corporation.
181.66(2)
(2) A foreign corporation conducting its affairs or acquiring, holding or disposing of property in this state, shall by so doing be deemed to have thereby appointed the department as its agent and representative upon whom any process, notice or demand may be served in any action or proceeding arising out of or relating to any affairs conducted or property acquired, held or disposed of within this state. Service of such process, notice or demand shall be made by serving a copy upon the department, and such service shall be sufficient service upon said foreign corporation, provided that notice of such service and a copy of the process, notice or demand are within 10 days thereafter sent by mail by the plaintiff to the defendant at its last-known address, and that the plaintiff's affidavit of compliance herewith is appended to the process, notice or demand. The department shall keep a record of all such processes, notices and demands which shows the day and hour of service.
181.66(3)
(3) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
181.66 History
History: 1993 a. 482;
1995 a. 27.
181.665
181.665
Omission of seal. Whenever in this chapter it is provided that any document be sealed with the corporate seal, no corporate seal shall be required if the document includes a statement or notation to the effect that the corporation has no seal.
181.667
181.667
Recording change of principal office. If a document submitted to the department for filing under this chapter changes the county of the corporation's principal office:
181.667(1)
(1) An original of the document or a duplicate original certified by the department shall be recorded in each county;
181.667(2)
(2) The document shall specify the county of the former principal office and the new principal office; and
181.667(3)
(3) A certificate prepared by the department listing the type and date of filing of recordable documents previously filed by the corporation shall be recorded in the county of the new principal office.
181.667 History
History: 1981 c. 337;
1995 a. 27.
181.67
181.67
Procedure on filing and recording of documents. 181.67(1)(1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:
181.67(1)(a)
(a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.
181.67(1)(b)
(b) A check payable to the department in the amount of the filing fee prescribed under
s. 181.68.
181.67(1)(c)
(c) Separate checks in the amount of the recording fee prescribed under
s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.
181.67(2)(a)(a) Unless the document does not conform to law, the department shall mark each original "Filed" and the date of filing and shall file one original.
181.67(2)(b)
(b) The department shall forward to each register of deeds the check under
sub. (1) (c) and an original document or duplicate certified by the department, within 5 days of filing.
181.67(2)(c)
(c) A register of deeds receiving a check and document forwarded under
par. (b) shall record the document. If the document is not articles of incorporation, the register of deeds shall note on the margin of the record of the articles of incorporation the volume and page where the document is recorded.
181.67(3)(a)(a) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the corporation, the name of the county of the corporation's principal office, and the date of filing.
181.67(3)(b)
(b) The department of financial institutions shall forward to the department of regulation and licensing the name and address of any corporation filing articles of incorporation under this chapter.
181.67(4)
(4) A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in
s. 181.46. An error or omission in recording the document or a certificate under
s. 181.667 (2) with a register of deeds does not affect its effectiveness.
181.67(5)
(5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the corporation acted in reliance on the ineffectiveness of the document.
