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 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 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).
180.1431
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.