reglab/housing_qa huggingface dataset:
WI Stat § 180.1330 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1330 - Court action.

180.1330  Court action. (1) If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose shares were acquired by the foreign corporation. (3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14. (4) The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (5) Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:(a) The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation.(b) The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenter's notice under s. 180.1322 (2) (c), for which the corporation elected to withhold payment under s. 180.1327.History:  1989 a. 303.Because this section does not provide for different procedures, all procedural mechanisms under chs. 801 to 847 are available in an action under this section. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.Subs. (2) and (4) establish a rule of venue applicable within Wisconsin's judicial system and do not attempt to block corporations from using federal diversity jurisdiction. Albert Trostel & Son v. Edward Notz, 679 F.3d 627 (2012).
WI Stat § 180.1331 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1331 - Court costs and counsel fees.

180.1331  Court costs and counsel fees. (1) (a) Notwithstanding ss. 814.01 to 814.04, the court in a special proceeding brought under s. 180.1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and shall assess the costs against the corporation, except as provided in par. (b).(b) Notwithstanding ss. 814.01 and 814.04, the court may assess costs against all or some of the dissenters, in amounts that the court finds to be equitable, to the extent that the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment under s. 180.1328. (2) The parties shall bear their own expenses of the proceeding, except that, notwithstanding ss. 814.01 to 814.04, the court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts that the court finds to be equitable, as follows:(a) Against the corporation and in favor of any dissenter if the court finds that the corporation did not substantially comply with ss. 180.1320 to 180.1328.(b) Against the corporation or against a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter. (3) Notwithstanding ss. 814.01 to 814.04, if the court finds that the services of counsel and experts for any dissenter were of substantial benefit to other dissenters similarly situated, the court may award to these counsel and experts reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.History:  1989 a. 303.
WI Stat § 180.1401 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1401 - Dissolution before issuance of shares.

180.1401  Dissolution before issuance of shares. (1) The incorporators or the board of directors of a corporation that has not issued shares may authorize the dissolution of the corporation. (2) At any time after dissolution is authorized under sub. (1), the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following:(a) The name of the corporation.(b) The date of its incorporation.(c) A statement that none of the corporation's shares has been issued.(d) A statement that no debt of the corporation remains unpaid.(e) A statement that the incorporators or the board of directors, specifying which, authorized the dissolution in accordance with this section. (3) A corporation is dissolved under this section on the effective date of its articles of dissolution.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1402 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1402 - Dissolution by board of directors and shareholders.

180.1402  Dissolution by board of directors and shareholders. (1) (a) A corporation's board of directors may propose dissolution for submission to the shareholders.(b) The board of directors may condition its submission of the proposal for dissolution on any basis. (2) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except the notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon dissolving the corporation. (3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve is adopted if approved by a majority of all the votes entitled to be cast on the proposal. Dissolution is authorized upon adoption of the proposal.History:  1989 a. 303; 1991 a. 16.
WI Stat § 180.1403 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1403 - Articles of dissolution for dissolution under s. 180.1402.

180.1403  Articles of dissolution for dissolution under s. 180.1402. (1) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following:(a) The name of the corporation.(b) The date on which dissolution was authorized.(c) A statement that dissolution was authorized in accordance with s. 180.1402.(d) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 180.1405 (3), a statement specifying the shorter period. (2) A corporation is dissolved under this section on the effective date of its articles of dissolution.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1404 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1404 - Revocation of dissolution.

180.1404  Revocation of dissolution. (1) A corporation may revoke its dissolution authorized under s. 180.1401 or 180.1402, within 120 days after the effective date of the dissolution. (2) Revocation of dissolution shall be authorized in the same manner that the dissolution was authorized, except the board of directors may revoke the dissolution if any of the following applies:(a) The dissolution was authorized by the incorporators under s. 180.1401.(b) The authorization of dissolution permits revocation by action of the board of directors alone, without shareholder action. (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following:(a) The name of the corporation.(b) The effective date of the dissolution that is revoked.(c) The date that the revocation of dissolution was authorized.(d) A statement that the revocation of dissolution was authorized in the same manner as the dissolution or that the revocation of dissolution was authorized by the board of directors under sub. (2) (a) or (b). (4) On the effective date of the articles of revocation of dissolution, the revocation of dissolution shall relate back to and take effect as of the effective date of the dissolution, and the corporation may resume carrying on its business as if dissolution had never occurred.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1405 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1405 - Effect of dissolution.

180.1405  Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs including the following:(a) Collecting its assets.(b) Disposing of its properties that will not be distributed in kind to its shareholders.(c) Discharging or making provision for discharging its liabilities.(d) Distributing its remaining property among its shareholders according to their interests.(e) Doing every other act necessary to wind up and liquidate its business and affairs. (2) Dissolution of a corporation does not do any of the following:(a) Transfer title to the corporation's property.(b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records.(c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter.(d) Change any of the following:1. Quorum or voting requirements for its board of directors or shareholders.2. Provisions for selection, resignation or removal of its directors or officers or both.3. Provisions for amending its articles of incorporation or bylaws.(e) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the corporation in its corporate name.(f) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the corporation on the effective date of dissolution.(g) Terminate the authority of the registered agent of the corporation. (3) Except as provided in s. 180.1421 (4) and unless a dissolved corporation registers its corporate name under s. 180.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 180.1403 (1) (d).History:  1989 a. 303.
WI Stat § 180.1406 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1406 - Known claims against dissolved corporation.

180.1406  Known claims against dissolved corporation. (1) Except as provided in sub. (4), a dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) A dissolved corporation may deliver written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice is subject to s. 180.0141 (5) and shall include all of the following:(a) A description of the information that must be included in a claim.(b) The mailing address where a claim may be sent.(c) The deadline, which may not be fewer than 120 days after the written notice is effective under s. 180.0141 (5), by which the dissolved corporation must receive the claim.(d) A statement that the claim is barred if not received by the deadline. (3) If a claimant is notified as provided by sub. (2), the claimant's claim against the dissolved corporation is barred, except as provided in sub. (4), if any of the following applies:(a) The claimant fails to deliver the claim to the dissolved corporation by the deadline specified in the notice.(b) The dissolved corporation rejects the claim and the claimant does not bring a proceeding to enforce the claim within 90 days after written notice of the rejection is effective under s. 180.0141 (5). (4) This section does not apply to any of the following:(a) A claim based on a contingent liability or an event occurring after the effective date of the dissolution.(b) The liability of a corporation for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.History:  1989 a. 303.
WI Stat § 180.1407 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1407 - Claims against dissolved corporation generally.

180.1407  Claims against dissolved corporation generally. (1) 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 where the dissolved corporation's principal office or, if none in this state, its registered office is or was last located. The notice shall include all of the following:(a) A description of the information that must be included in a claim.(b) A mailing address where the claim may be sent.(c) 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. (2) 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) A claimant who did not receive written notice under s. 180.1406.(b) 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.(c) A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution. (3) 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.History:  1989 a. 303; 1993 a. 205.
WI Stat § 180.1408 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1408 - Enforcing claims.

180.1408  Enforcing claims. (1) A claim not barred under s. 180.1406 or 180.1407 may be enforced against the dissolved corporation to the extent of its undistributed assets. (2) If the dissolved corporation's assets have been distributed in liquidation, a claim not barred under s. 180.1406 or 180.1407 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.
WI Stat § 180.1420 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1420 - Grounds for administrative dissolution.

180.1420  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: (1) The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter. (2) The corporation does not have on file its annual report with the department within one year after it is due. (3) The corporation is without a registered agent or registered office in this state for at least one year. (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. (5) The corporation's period of duration stated in its articles of incorporation expires. (6) The corporation violates s. 940.302 (2) or 948.051 (2).History:  1989 a. 303; 1991 a. 16; 1995 a. 27; 2007 a. 116.
WI Stat § 180.1421 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1421 - Procedure for and effect of administrative dissolution.

180.1421  Procedure for and effect of administrative dissolution. (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. (2) (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.(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. (2m) (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.(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.  (3) Sections 180.1405 (1) and (2) and 180.1406 to 180.1408 apply to a corporation that is administratively dissolved. (4) The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20.
WI Stat § 180.1422 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1422 - Reinstatement following administrative dissolution.

180.1422  Reinstatement following administrative dissolution. (1) A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following:(a) The name of the corporation and the effective date of its administrative dissolution.(b) A statement that each ground for dissolution either did not exist or has been cured.(c) A statement that the corporation's name satisfies s. 180.0401. (2) (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:1. That the application contains the information required by sub. (1) and the information is correct.2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.(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. (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.History:  1989 a. 303; 1991 a. 173; 1993 a. 214; 1995 a. 27; 1997 a. 27.
WI Stat § 180.1423 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1423 - Appeal from denial of reinstatement.

180.1423  Appeal from denial of reinstatement. (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. (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. (3) The court may order the department to reinstate the dissolved corporation or may take other action that the court considers appropriate. (4) The court's final decision may be appealed as in other civil proceedings.History:  1989 a. 303; 1995 a. 27.