Corporations – Corporate Dissolution – Wisconsin
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Wisconsin Statutes §§180.1401 through 180.1440
A corporation may be dissolved voluntarily, administratively, or judicially. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
The incorporators or the board of directors of a corporation that has not issued shares may authorize the dissolution of the corporation. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of Financial Institutions articles of dissolution. A corporation is dissolved on the effective date of its articles of dissolution.
A corporation’s board of directors may propose dissolution for submission to the shareholders. The board of directors may condition its submission of the proposal for dissolution on any basis.
The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with §180.0705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider and to act upon dissolving the corporation.
Unless the articles of incorporation, the bylaws, or 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.
At any time after dissolution is authorized, the corporation may dissolve by delivering articles of dissolution to the Department of Financial Institutions for filing. A corporation is dissolved under this section on the effective date of its articles of dissolution.
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.
Dissolution of a corporation does not:
(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 by law.
(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.
A 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.
A dissolved corporation may dispose of the known claims against it by following the procedure set out in the statutes. A dissolved corporation must deliver written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice must 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, by which the dissolved corporation must receive the claim.
(d) A statement that the claim is barred if not received by the deadline.
If a claimant is notified as provided by statute, the claimant’s claim against the dissolved corporation is barred, except as provided by statute, 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.
This above provision 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 or for sales and use taxes determined as owing.
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 must be published as a class 1 notice 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 must 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.
If the dissolved corporation publishes a newspaper notice in accordance with the statutory provisions, 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.
(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.
A claim not barred by statute may be enforced against the dissolved corporation to the extent of its undistributed assets.
If the dissolved corporation’s assets have been distributed in liquidation, a claim not barred 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.
Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation and are unclaimed must be reduced to cash and must be reported and delivered to the state treasurer.
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