180.1420 History
History: 1989 a. 303;
1991 a. 16;
1995 a. 27.
180.1421
180.1421
Procedure for and effect of administrative dissolution. 180.1421(1)(1) If the department determines that one or more grounds exist under
s. 180.1420 for dissolving a corporation, the department shall give the corporation under
s. 180.0141 notice of the determination. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4), the notice shall be in writing and addressed to the registered office of the corporation.
180.1421(2)(a)(a) Within 60 days after the notice takes effect under
s. 180.0141 (5) (a), 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.
180.1421(2)(b)
(b) If the corporation fails to satisfy
par. (a), the department shall administratively dissolve the corporation. The department shall enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and shall give the corporation under
s. 180.0141 notice of those facts. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4), the notice shall be in writing and addressed to the registered office of the corporation.
180.1421(2m)(a)(a) If a notice under
sub. (1) or
(2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under
s. 180.0141. Notwithstanding
s. 180.0141 (2) (b),
(3), and
(4) and except as provided under
par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.
180.1421(2m)(b)
(b) If the notice under
par. (a) is 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 give the notice by publishing a class 2 notice under
ch. 985 in the official state newspaper.
180.1421(4)
(4) The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.
180.1421 History
History: 1989 a. 303;
1995 a. 27;
2001 a. 44.
180.1422
180.1422
Reinstatement following administrative dissolution. 180.1422(1)(1) A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following:
180.1422(1)(a)
(a) The name of the corporation and the effective date of its administrative dissolution.
180.1422(1)(b)
(b) A statement that each ground for dissolution either did not exist or has been cured.
180.1422(2)(a)(a) The department shall cancel the certificate of dissolution and issue a certificate of reinstatement that complies with
par. (b) if the department determines all of the following:
180.1422(2)(a)1.
1. That the application contains the information required by
sub. (1) and the information is correct.
180.1422(2)(a)2.
2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.
180.1422(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 certificate and provide a copy to the corporation or its representative.
180.1422(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.
180.1422 Annotation
The secretary of state [now dept. of financial institutions] has the power to reinstate a corporation only during the two year period under sub. (1). Avenue, Inc. v. La Follette,
183 Wis. 2d 409,
515 N.W.2d 339 (Ct. App. 1994).
180.1423
180.1423
Appeal from denial of reinstatement. 180.1423(1)
(1) If the department denies a corporation's application for reinstatement under
s. 180.1422, the department shall serve the corporation under
s. 180.0504 with a written notice that explains each reason for denial.
180.1423(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.
180.1423(3)
(3) The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
180.1423(4)
(4) The court's final decision may be appealed as in other civil proceedings.
180.1423 History
History: 1989 a. 303;
1995 a. 27.
180.1423 Annotation
This section provides an appeal to circuit court only if the application for reinstatement was timely filed and denied under s. 180.1422. Casanova Retail Liquor Store, Inc. v. State,
196 Wis. 2d 947,
540 N.W.2d 18 (Ct. App. 1995),
95-1389.
180.1430
180.1430
Grounds for judicial dissolution. The circuit court for the county where the corporation's principal office or, if none in this state, its registered office is or was last located may dissolve a corporation in a proceeding:
180.1430(1)
(1) By the attorney general, if any of the following is established:
180.1430(1)(a)
(a) That the corporation obtained its articles of incorporation through fraud.
180.1430(1)(b)
(b) That the corporation has continued to exceed or abuse the authority conferred upon it by law.
180.1430(2)
(2) By a shareholder, if any of the following is established:
180.1430(2)(a)
(a) That the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.
180.1430(2)(b)
(b) That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.
180.1430(2)(c)
(c) That the shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election and, if necessary, qualification of their successors.
180.1430(2)(d)
(d) That the corporate assets are being misapplied or wasted.
180.1430(3)
(3) By a creditor, if any of the following is established:
180.1430(3)(a)
(a) That the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.
180.1430(3)(b)
(b) That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
180.1430(4)
(4) By the corporation, to have its voluntary dissolution continued under court supervision.
180.1430 History
History: 1989 a. 303,
359;
1991 a. 16.
180.1430 Annotation
As used in sub. (2) (b), "oppressive conduct" means: 1) burdensome, harsh, and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or 2) a visual departure from the standards of fair dealing, and a violation of fair play to which every shareholder who entrusts money to the company is entitled to rely. Jorgensen v. Water Works, Inc.
218 Wis. 2d 761,
582 N.W.2d 98 (Ct. App. 1998).
180.1430 Annotation
To bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73,
242 Wis. 2d 278,
626 N.W.2d 302.
180.1431
180.1431
Procedure for judicial dissolution. 180.1431(1)
(1) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
180.1431(2)
(2) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver pendente lite with all the powers and duties that the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
180.1431 History
History: 1989 a. 303.
180.1432(1)(1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver. The court appointing a receiver has exclusive jurisdiction over the corporation and all of its property wherever located.
180.1432(2)
(2) The court may appoint as a receiver a natural person, a domestic corporation or a foreign corporation authorized to transact business in this state. The court may require the receiver to post bond, with or without sureties, in an amount that the court directs.
180.1432(3)
(3) The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, the receiver may do any of the following:
180.1432(3)(a)
(a) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court.
180.1432(3)(b)
(b) Sue and defend in the receiver's name as receiver of the corporation in all courts of this state.
180.1432(4)
(4) The court from time to time during the receivership may order compensation and expense disbursements or reimbursements made to the receiver and the receiver's counsel from the assets of the corporation or proceeds from the sale of the assets.
180.1432 History
History: 1989 a. 303.
180.1433
180.1433
Decree of dissolution. 180.1433(1)
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in
s. 180.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the department for filing.
180.1433(2)
(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with
s. 180.1405 and the notification of claimants in accordance with
ss. 180.1406 and
180.1407.
180.1433 History
History: 1989 a. 303;
1991 a. 16;
1995 a. 27.
180.1440
180.1440
Delivery to state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation and are unclaimed shall be reduced to cash and shall be reported and delivered to the state treasurer as provided under
ch. 177.
180.1440 History
History: 1989 a. 303.
FOREIGN CORPORATIONS
180.1501
180.1501
Authority to transact business required. 180.1501(1)(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
180.1501(2)
(2) Activities that for purposes of
sub. (1) do not constitute transacting business in this state include but are not limited to:
180.1501(2)(a)
(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
180.1501(2)(b)
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
180.1501(2)(d)
(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation's securities or maintaining trustees or depositaries with respect to those securities.
180.1501(2)(f)
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
180.1501(2)(g)
(g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
180.1501(2)(h)
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
180.1501(2)(j)
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
180.1501 History
History: 1989 a. 303;
1995 a. 27.
180.1502
180.1502
Consequences of transacting business without authority. 180.1502(1)(1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under
s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
180.1502(2)
(2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under
s. 180.1501, nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
180.1502(3)
(3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
180.1502(4)
(4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state.
