reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1322 - Dissenters' notice.

180.1322
Dissenters' notice.
(1)
If proposed corporate action creating dissenters' rights under s. 180.1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders and beneficial shareholders who satisfied s. 180.1321.
(2)
The dissenters' notice shall be sent no later than 10 days after the corporate action is authorized at a shareholders' meeting or without a vote of shareholders, whichever is applicable. The dissenters' notice shall comply with s. 180.0141 and shall include or have attached all of the following:
(a)
A statement indicating where the shareholder or beneficial shareholder must send the payment demand and where and when certificates for certificated shares must be deposited.
(b)
For holders of uncertificated shares, an explanation of the extent to which transfer of the shares will be restricted after the payment demand is received.
(c)
A form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires the shareholder or beneficial shareholder asserting dissenters' rights to certify whether he or she acquired beneficial ownership of the shares before that date.
(d)
A date by which the corporation must receive the payment demand, which may not be fewer than 30 days nor more than 60 days after the date on which the dissenters' notice is delivered.
(e)
A copy of ss. 180.1301 to 180.1331.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1323 - Duty to demand payment.

180.1323
Duty to demand payment.
(1)
A shareholder or beneficial shareholder who is sent a dissenters' notice described in s. 180.1322, or a beneficial shareholder whose shares are held by a nominee who is sent a dissenters' notice described in s. 180.1322, must demand payment in writing and certify whether he or she acquired beneficial ownership of the shares before the date specified in the dissenters' notice under s. 180.1322 (2) (c). A shareholder or beneficial shareholder with certificated shares must also deposit his or her certificates in accordance with the terms of the notice.
(2)
A shareholder or beneficial shareholder with certificated shares who demands payment and deposits his or her share certificates under sub. (1) retains all other rights of a shareholder or beneficial shareholder until these rights are canceled or modified by the effectuation of the corporate action.
(3)
A shareholder or beneficial shareholder with certificated or uncertificated shares who does not demand payment by the date set in the dissenters' notice, or a shareholder or beneficial shareholder with certificated shares who does not deposit his or her share certificates where required and by the date set in the dissenters' notice, is not entitled to payment for his or her shares under ss. 180.1301 to 180.1331.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1324 - Restrictions on uncertificated shares.

180.1324
Restrictions on uncertificated shares.
(1)
The issuer corporation may restrict the transfer of uncertificated shares from the date that the demand for payment for those shares is received until the corporate action is effectuated or the restrictions released under s. 180.1326.
(2)
The shareholder or beneficial shareholder who asserts dissenters' rights as to uncertificated shares retains all of the rights of a shareholder or beneficial shareholder, other than those restricted under sub. (1), until these rights are canceled or modified by the effectuation of the corporate action.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1325 - Payment.

180.1325
Payment.
(1)
Except as provided in s. 180.1327, as soon as the corporate action is effectuated or upon receipt of a payment demand, whichever is later, the corporation shall pay each shareholder or beneficial shareholder who has complied with s. 180.1323 the amount that the corporation estimates to be the fair value of his or her shares, plus accrued interest.
(2)
The payment shall be accompanied by all of the following:
(a)
The corporation's latest available financial statements, audited and including footnote disclosure if available, but including not less than a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any.
(b)
A statement of the corporation's estimate of the fair value of the shares.
(c)
An explanation of how the interest was calculated.
(d)
A statement of the dissenter's right to demand payment under s. 180.1328 if the dissenter is dissatisfied with the payment.
(e)
A copy of ss. 180.1301 to 180.1331.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1326 - Failure to take action.

180.1326
Failure to take action.
(1)
If an issuer corporation does not effectuate the corporate action within 60 days after the date set under s. 180.1322 for demanding payment, the issuer corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(2)
If after returning deposited certificates and releasing transfer restrictions, the issuer corporation effectuates the corporate action, the corporation shall deliver a new dissenters' notice under s. 180.1322 and repeat the payment demand procedure.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1327 - After-acquired shares.

180.1327
After-acquired shares.
(1)
A corporation may elect to withhold payment required by s. 180.1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date specified in the dissenters' notice under s. 180.1322 (2) (c) as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.
(2)
To the extent that the corporation elects to withhold payment under sub. (1) after effectuating the corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under s. 180.1328 if the dissenter is dissatisfied with the offer.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1328 - Procedure if dissenter dissatisfied with payment or offer.

180.1328
Procedure if dissenter dissatisfied with payment or offer.
(1)
A dissenter may, in the manner provided in sub. (2), notify the corporation of the dissenter's estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment received under s. 180.1325, or reject the offer under s. 180.1327 and demand payment of the fair value of his or her shares and interest due, if any of the following applies:
(a)
The dissenter believes that the amount paid under s. 180.1325 or offered under s. 180.1327 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.
(b)
The corporation fails to make payment under s. 180.1325 within 60 days after the date set under s. 180.1322 for demanding payment.
(c)
The issuer corporation, having failed to effectuate the corporate action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set under s. 180.1322 for demanding payment.
(2)
A dissenter waives his or her right to demand payment under this section unless the dissenter notifies the corporation of his or her demand under sub. (1) in writing within 30 days after the corporation made or offered payment for his or her shares. The notice shall comply with s. 180.0141.
History:  1989 a. 303.
When payment is made by check, the payment date under sub. (2) is the date the payee receives the check. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.
2023 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 interests 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; 2021 a. 258.
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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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 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)
A description of the information that must be included in a claim.
(b)
A statement that the claim must be in writing and provide a mailing address where the claim is to 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; 2021 a. 258.
2023 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.
2023 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.
2023 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 may give the corporation notice of the determination. The notice shall be in writing and addressed to the agent of the corporation.
(2)
(a)
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.
(b)
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.
(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. 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.
(5)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2011 a. 234; 2013 a. 20; 2021 a. 258.
2023 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, 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.
(4)
When reinstatement under this section is effective, all of the following rules apply:
(a)
Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.
(b)
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.
History:  1989 a. 303; 1991 a. 173; 1993 a. 214; 1995 a. 27; 1997 a. 27; 2021 a. 258.
2023 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 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.
(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; 2021 a. 258.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
(1m)
Each foreign corporation authorized to transact business in this state shall continuously designate and maintain a registered agent and registered office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:
(a)
A natural person who resides in this state and whose business office is identical with the registered office.
(b)
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.
(c)
A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, and the entity's business office is identical with the registered office.
(2m)
A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.
(3m)
The only duties under this chapter of a registered agent that has complied with this chapter are the following:
(a)
To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.
(b)
If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.
(c)
To keep current the information with respect to the agent in the foreign corporation's certificate of authority.
History:  1989 a. 303; 1993 a. 112; 2001 a. 44; 2015 a. 295; 2021 a. 258.
Appointing a registered agent does not signify consent to general personal 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.