A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985
, in a newspaper of general circulation in the county in this state where the dissolved corporation's principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:
A description of the information that must be included in a claim.
A statement that the claim must be in writing and provide a mailing address where the claim is to be sent.
A statement that a claim against the dissolved corporation or its directors, officers or shareholders is barred unless a proceeding to enforce the claim is brought within 2 years after the publication date of the notice.
Except as provided in sub. (3)
, if the dissolved corporation publishes a newspaper notice in accordance with sub. (1)
, a claim against the dissolved corporation or its directors, officers or shareholders is barred unless the claimant brings a proceeding to enforce the claim within 2 years after the publication date of the newspaper notice, if the claimant is any of the following:
A claimant who delivered his or her claim to the dissolved corporation by the deadline set under s. 180.1406
if the dissolved corporation has not acted on the claim.
A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution.
This section does not apply to the liability of a corporation for an additional assessment under s. 71.74
, for an additional assessment of real estate transfer fees under s. 77.26
or for sales and use taxes determined as owing under s. 77.59
A claim not barred under s. 180.1406
may be enforced against the dissolved corporation to the extent of its undistributed assets.
If the dissolved corporation's assets have been distributed in liquidation, a claim not barred under s. 180.1406
may be enforced against a shareholder of the dissolved corporation to the extent of the shareholder's proportionate share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her. As computed for purposes of this subsection, the shareholder's proportionate share of the claim shall reflect the preferences, limitations and relative rights of the class or classes of shares owned by the shareholder as well as the number of shares owned, and shall be equal to the amount by which payment of the claim from the assets of the corporation before dissolution would have reduced the total amount of assets to be distributed to the shareholder upon dissolution.
History: 1989 a. 303
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:
The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter.
The corporation does not have on file its annual report with the department within one year after it is due.
The corporation is without a registered agent or registered office in this state for at least one year.
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.
The corporation's period of duration stated in its articles of incorporation expires.
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 may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent of the corporation.
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.
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.
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.
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.
The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
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:
The name of the corporation and the effective date of its administrative dissolution.
A statement that each ground for dissolution either did not exist or has been cured.
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:
That the application contains the information required by sub. (1)
and the information is correct.
That all fees and penalties owed by the corporation to the department under this chapter have been paid.
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.
When the reinstatement becomes effective, it shall, except as provided in sub. (4) (b)
, 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.
When reinstatement under this section is effective, all of the following rules apply:
Except as provided in par. (b)
, the corporation's period of duration continues as if the dissolution had never occurred.
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
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.
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 effective under s. 180.0141 (5) (a)
. 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.
The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate.
The court's final decision may be appealed as in other civil proceedings.
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:
By the attorney general, if any of the following is established:
That the corporation obtained its articles of incorporation through fraud.
That the corporation has continued to exceed or abuse the authority conferred upon it by law.
By a shareholder, if any of the following is established:
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.
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.
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.
That the corporate assets are being misapplied or wasted.
By a creditor, if any of the following is established:
That the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.
That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
By the corporation, to have its voluntary dissolution continued under court supervision.
History: 1989 a. 303
; 1991 a. 16
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), 97-1729
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
Lights On: Litigating Shareholder Disputes. Nickels & Lynch. Wis. Law. June 2014.
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.
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.
History: 1989 a. 303
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.
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.
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:
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.
Sue and defend in the receiver's name as receiver of the corporation in all courts of this state.
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.
History: 1989 a. 303
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.
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
History: 1989 a. 303
; 1991 a. 16
; 1995 a. 27