Wisconsin Statutes

Wis. Stat. § 180.1405 (2026)

Effect of dissolution

✓ current as of July 2026

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180.1405180.1405 Effect of dissolution.

180.1405(1)(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:

180.1405(1)(a)(a) Collecting its assets.

180.1405(1)(b)(b) Disposing of its properties that will not be distributed in kind to its shareholders.

180.1405(1)(c)(c) Discharging or making provision for discharging its liabilities.

180.1405(1)(d)(d) Distributing its remaining property among its shareholders according to their interests.

180.1405(1)(e)(e) Doing every other act necessary to wind up and liquidate its business and affairs.

180.1405(2)(2) Dissolution of a corporation does not do any of the following:

180.1405(2)(a)(a) Transfer title to the corporation’s property.

180.1405(2)(b)(b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.

180.1405(2)(c)(c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter.

180.1405(2)(d)(d) Change any of the following:

180.1405(2)(d)1.1. Quorum or voting requirements for its board of directors or shareholders.

180.1405(2)(d)2.2. Provisions for selection, resignation or removal of its directors or officers or both.

180.1405(2)(d)3.3. Provisions for amending its articles of incorporation or bylaws.

180.1405(2)(e)(e) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the corporation in its corporate name.

180.1405(2)(f)(f) Abate or suspend a civil, criminal, administrative or investigatory proceeding pending by or against the corporation on the effective date of dissolution.

180.1405(2)(g)(g) Terminate the authority of the registered agent of the corporation.

180.1405(3)(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).

180.1405 HistoryHistory: 1989 a. 303.

Notes of Decisions

Cited in 5 cases, 1992–2013 · leading case: Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003).

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Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). · cites it 3× “§ 180.1405 that it contends requires a dissolving corporation to distribute any property remaining, after the payment of all corporate debts, to the shareholders.”

Read v. Read, 556 N.W.2d 768 (Wis. Ct. App. 1996). · cites it 2× “" Indeed, under § 180.1405, STATS.: "A dissolved corporation .”

Melendrez v. Superior Court, 215 Cal. App. 4th 1343 (Cal. Ct. App. 2013). “( Wis. Stat. § 180.1405 (2)(d)2.) Thus, it is possible that the shareholders could have elected a new director.”

Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999). “§§ 16-102-1405 to 1407 (1995) (5 years); Vt. Stat. Ann. tit. 11A §§ 14.”

Wisconsin Dep't of Revenue v. Mark, 483 N.W.2d 302 (Wis. Ct. App. 1992). “The new sec. 180.1405, Stats., addresses the effect of dissolution on corporate assets.”

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