180.1420180.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 180.1421 to administratively dissolve a corporation if any of the following occurs:

180.1420(1)(1) The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.

180.1420(2)(2) The corporation does not have on file its annual report with the department within one year after it is due.

180.1420(3)(3) The corporation is without a registered agent or registered office in this state for at least one year.

180.1420(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.

180.1420(5)(5) The corporation’s period of duration stated in its articles of incorporation expires.

180.1421(1)(1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent 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, with respect to each ground for dissolution, either correct such ground or demonstrate to the reasonable satisfaction of the department that such ground determined by the department does not exist.

180.1421(2)(b)(b) If the corporation fails to satisfy par. (a), the department may administratively dissolve the corporation by entering a notation in the department’s records to reflect each ground for dissolution and the effective date of the dissolution. The department shall give the corporation under s. 180.0141 notice of each ground for dissolution and the effective date of the dissolution. The notice shall be in writing and addressed to the registered agent 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. 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 posting the notice on the department’s Internet site.

180.1421(3)(3) Sections 180.1405 (1) and (2) and 180.1406 to 180.1408 apply to a corporation that is administratively dissolved.

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(5)(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

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(1)(c)(c) A statement that the corporation’s name satisfies s. 180.0401.

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.