181.1422(2)(a) (a) The department shall cancel the notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

181.1422(2)(a)1. 1. That the application contains the information required by sub. (1) and the information is correct.

181.1422(2)(a)2. 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

181.1422(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 original of the certificate and return a copy to the corporation or its representative.

181.1422(3) (3) Effect of reinstatement. 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.

181.1423(1)(1) Notice of denial. If the department denies a corporation's application for reinstatement under s. 181.1422, the department shall serve the corporation under s. 181.0504 with a written notice that explains each reason for denial.

181.1423(2) (2) Time for appeal of denial. 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 notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

181.1423(3) (3) Judicial remedy. The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.

181.1423(4) (4) Appeal of court decision. The court's final decision may be appealed as in other civil proceedings.

181.1430(1)(1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:

181.1430(1)(a)2. 2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.

181.1430(1)(b) (b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:

181.1430(1)(b)1. 1. That the directors are deadlocked in the management of the corporate affairs, the members 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 in accordance with it corporate purposes.

181.1430(1)(b)2. 2. 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.

181.1430(1)(b)3. 3. That the members 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, or would otherwise have, expired.

181.1430(1)(c)1. 1. That the creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.

181.1430(1)(c)2. 2. That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

181.1430(2) (2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following: