reglab/housing_qa huggingface dataset:
WI Stat § 180.1430 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1430 - Grounds for judicial dissolution.

180.1430  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: (1) By the attorney general, if any of the following is established:(a) That the corporation obtained its articles of incorporation through fraud.(b) That the corporation has continued to exceed or abuse the authority conferred upon it by law. (2) By a shareholder, if any of the following is established:(a) 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.(b) 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.(c) 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.(d) That the corporate assets are being misapplied or wasted. (3) By a creditor, if any of the following is established:(a) That the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.(b) That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent. (4) By the corporation, to have its voluntary dissolution continued under court supervision. (5) Under s. 946.87.History:  1989 a. 303, 359; 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, 99-0838.Lights On: Litigating Shareholder Disputes. Nickels & Lynch. Wis. Law. June 2014.
WI Stat § 180.1431 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1431 - Procedure for judicial dissolution.

180.1431  Procedure for judicial dissolution. (1) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (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.History:  1989 a. 303.
WI Stat § 180.1432 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1432 - Receivership.

180.1432  Receivership. (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. (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. (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:(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.(b) Sue and defend in the receiver's name as receiver of the corporation in all courts of this state. (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.History:  1989 a. 303.
WI Stat § 180.1433 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1433 - Decree of dissolution.

180.1433  Decree of dissolution. (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. (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.History:  1989 a. 303; 1991 a. 16; 1995 a. 27.
WI Stat § 180.1440 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1440 - Delivery to secretary of revenue.

180.1440  Delivery to secretary of revenue. 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 secretary of revenue as provided under ch. 177. History:  1989 a. 303; 2013 a. 20.
WI Stat § 180.1501 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1501 - Authority to transact business required.

180.1501  Authority to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department. (2) Activities that for purposes of sub. (1) do not constitute transacting business in this state include but are not limited to:(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.(c) Maintaining bank accounts.(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation's securities or maintaining trustees or depositaries with respect to those securities.(e) Selling through independent contractors.(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.(g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.(i) Owning, without more, property.(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.(k) Transacting business in interstate commerce.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1502 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1502 - Consequences of transacting business without authority.

180.1502  Consequences of transacting business without authority. (1) A foreign corporation transacting business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (2) Neither the successor to a foreign corporation that transacted business in this state without a certificate of authority, if a certificate of authority was required under s. 180.1501, nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (3) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (4) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or its title to property in this state or prevent it from defending any civil, criminal, administrative or investigatory proceeding in this state. (5) (a) A foreign corporation that transacts business in this state without a certificate of authority, if a certificate of authority is required under s. 180.1501, is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, in an amount equal to all of the following:1. All fees and other charges that would have been imposed by this chapter on the foreign corporation had it duly applied for and received a certificate of authority to transact business in this state as required by s. 180.1501 and thereafter filed all reports required by this chapter.2. Fifty percent of the amount owed under subd. 1. or $5,000, whichever is less.(b) The foreign corporation shall pay the amount owed under par. (a) to the department, and the department may not issue a certificate of authority to the foreign corporation until the amount owed is paid. The attorney general may enforce a foreign corporation's obligation to pay to the department any amount owed under this subsection.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1504 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1504 - Amended certificate of authority.

180.1504  Amended certificate of authority. (1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if the foreign corporation changes any of the following:(a) Its corporate name or the fictitious name under which it has been issued a certificate of authority.(b) Its date of incorporation or the period of its duration.(c) The state or country of its incorporation. (2) The requirements of s. 180.1503 (1) (a) to (h) and (2) for obtaining an original certificate of authority apply to obtaining an amended certificate under this section except that a foreign corporation is not required to deliver a certificate of status with an application solely to change a fictitious name.History:  1989 a. 303; 1991 a. 16; 1993 a. 214; 1995 a. 27; 2001 a. 44.
WI Stat § 180.1505 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1505 - Effect of certificate of authority.

180.1505  Effect of certificate of authority. (1) A certificate of authority issued to a foreign corporation authorizes the foreign corporation to transact business in this state, subject to the right of the state to revoke the certificate under ss. 180.1530 to 180.1532. (2) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character. (3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.History:  1989 a. 303.
WI Stat § 180.1507 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1507 - Registered office and registered agent of foreign corporation.

180.1507  Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following: (1) A natural person who resides in this state and whose business office is identical with the registered office. (2) A domestic corporation, a nonstock corporation, a limited partnership, a limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office. (3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.History:  1989 a. 303; 1993 a. 112; 2001 a. 44; 2015 a. 295.Appointing a registered agent does not signify consent to general personal jurisdiction. This section is devoid of any language regarding either consent or jurisdiction. It merely requires that every foreign corporation authorized to do business in Wisconsin maintain a registered office and registered agent in the state. Subs. (1) to (3) describe the persons and entities eligible to serve as registered agents. Section 180.1510 (1) does mention “service of process" but service of process is an act distinct from the grounds necessary to confer general jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.
WI Stat § 180.1508 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1508 - Change of registered office or registered agent of foreign corporation.

180.1508  Change of registered office or registered agent of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that, except as provided in sub. (2), includes all of the following:(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.(b) The street address of its registered office, as changed.(d) The name of its registered agent, as changed.(f) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (2) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change.History:  1989 a. 303; 1991 a. 269; 1995 a. 27.
WI Stat § 180.1509 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1509 - Resignation of registered agent of foreign corporation.

180.1509  Resignation of registered agent of foreign corporation. (1) The registered agent of a foreign corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:(a) The name of the foreign corporation for which the registered agent is acting.(b) The name of the registered agent.(c) The street address of the foreign corporation's current registered office and its principal office.(d) A statement that the registered agent resigns.(e) If applicable, a statement that the registered office is also discontinued. (2) After filing the statement, the department shall mail a copy to the foreign corporation at its principal office. (3) The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:(a) Sixty days after the department receives the statement of resignation for filing.(b) The date on which the appointment of a successor registered agent is effective.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1510 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1510 - Service on foreign corporation.

180.1510  Service on foreign corporation. (1) Except as provided in subs. (2) and (3), the registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation. (2) A foreign corporation authorized to transact business in this state may be served in the manner provided in sub. (4) if the foreign corporation has no registered agent or its registered agent cannot with reasonable diligence be served. (3) A foreign corporation formerly authorized to transact business in this state may be served in the manner provided in sub. (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state, if the foreign corporation has done any of the following:(a) Withdrawn from transacting business in this state under s. 180.1520.(b) Had its certificate of authority revoked under s. 180.1531. (4) (a) With respect to a foreign corporation described in sub. (2) or (3), the foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign corporation at its principal office as shown on the records of the department, except as provided in par. (b). Service is perfected under this paragraph at the earliest of the following:1. The date on which the foreign corporation receives the mail.2. The date shown on the return receipt, if signed on behalf of the foreign corporation.3. Five days after it is deposited in the U.S. mail, if mailed postpaid and correctly addressed.(b) Except as provided in s. 180.1531 (2m) (b), if the address of the foreign corporation's principal office cannot be determined from the records of the department, the foreign corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the foreign corporation's principal office or registered office, as most recently designated in the records of the department, is located. (5) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.History:  1989 a. 303; 1995 a. 27; 2011 a. 234.Appointing a registered agent does not signify consent to general personal jurisdiction. Section 180.1507 is devoid of any language regarding either consent or jurisdiction. It merely requires that every foreign corporation authorized to do business in Wisconsin maintain a registered office and registered agent in the state. Subs. (1) to (3) describe the persons and entities eligible to serve as registered agents. Sub. (1) does mention “service of process" but service of process is an act distinct from the grounds necessary to confer general jurisdiction. The Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 WI 71, 376 Wis. 2d 528, 898 N.W.2d 70, 15-1493.
WI Stat § 180.1520 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1520 - Withdrawal of foreign corporation.

180.1520  Withdrawal of foreign corporation. (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the department. (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the department for filing. The application shall include all of the following:(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated.(b) A statement that it is not transacting business in this state and that it surrenders its authority to transact business in this state.(c) A statement that it revokes the authority of its registered agent to accept service on its behalf and that it consents to service of process under s. 180.1510 (3) and (4) in any civil, criminal, administrative or investigatory proceeding based on a cause of action arising while it was authorized to transact business in this state.(d) The mailing address of its principal office, if different from that shown on its most recent annual report.(e) A commitment to notify the department in the future of any change in the mailing address of its principal office.(f) The highest proportion of its capital which is or was represented in this state by its property located and business transacted in this state at any time since its last fee payment on its capital representation. The proportion of capital employed in this state shall be computed as provided under s. 180.1622 (1) (i) except that reference shall be to the current year rather than the preceding one. This paragraph does not apply to a qualified new business venture.History:  1989 a. 303; 1995 a. 27; 2017 a. 156.