Wisconsin Statutes
Wis. Stat. § 180.1430 (2026)
Grounds for judicial dissolution
✓ current as of July 2026
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180.1430180.1430 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:
180.1430(1)(b)(b) That the corporation has continued to exceed or abuse the authority conferred upon it by law.
180.1430(2)(a)(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.
180.1430(2)(b)(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.
180.1430(2)(c)(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.
180.1430(3)(a)(a) That the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.
180.1430(3)(b)(b) That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.
180.1430(4)(4) By the corporation, to have its voluntary dissolution continued under court supervision.
180.1430 AnnotationAs 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.
180.1430 AnnotationTo 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.
180.1430 AnnotationLights On: Litigating Shareholder Disputes. Nickels & Lynch. Wis. Law. June 2014.
Notes of Decisions
Cited in 21
cases (6 in the last 5 years), 1998–2024 · leading case: N. Air Servs., Inc. v. Link, 2011 WI 75 (Wis. 2011).
N. Air Servs., Inc. v. Link, 2011 WI 75 (Wis. 2011). “During the third phase of the trial, after the jury's verdicts, the circuit court granted specific enforcement of the Buy-Sell Agreement and concluded that Jay, as a matter of law, had not been oppressed under Wis. Stat. § 180.1430 (2)(b) (2005-06). 1 ¶ 4.”
Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). “The initial complaint was dismissed, and an amended complaint was filed September 29, 2006, alleging breach of fiduciary duty by the Smith Group and breach of fiduciary duty by the individual directors, and requesting judicial dissolution pursuant to Wis. Stat. § 180.1430 (2)(b)…”
Ehlinger v. Hauser, 2010 WI 54 (Wis. 2010). “" Wis. Stat. § 180.1430 (2)(b) (emphasis added).”
Jorgensen v. Water Works, Inc., 582 N.W.2d 98 (Wis. Ct. App. 1998). “At the hearing, the trial court addressed the summary judgment motion first. The court dismissed the first cause of action — requesting a receiver and dissolution — with prejudice on the ground that no factual material had been presented to show that the statutory criteria of §…”
Notz v. Everett Smith Grp., Ltd., 2008 WI App 84 (Wis. Ct. App. 2008). “§ 180.1430. [1] The circuit court did not dismiss this claim, and we discuss in Part II.”
Dickman v. Vollmer, 2007 WI App 141 (Wis. Ct. App. 2007). “Dickman sought to have MixAir dissolved and have himself appointed as receiver pursuant to Wis. Stat. §§ 180.1430 and 180.1432 (2005-06).”
Reget v. Paige, 2001 WI App 73 (Wis. Ct. App. 2001). “Whether a minority shareholder has been oppressed within the meaning of Wis. Stat. § 180.1430 (2)(b) is a mixed question of fact and law.”
Ehlinger v. Hauser, 2008 WI App 123 (Wis. Ct. App. 2008). “The circuit court ruled that Evald's shareholders were deadlocked, and ordered Evald's dissolution pursuant to Wis. Stat. § 180.1430 (2005-06). 1 However, the court determined that the judicial dissolution would be held in abeyance pending a determination by the court as to…”
Jere Fabick v. Tony Evers, 2021 WI 28 (Wis. 2021). “Consequently, Jay no longer has standing to maintain an oppression claim under Wis. Stat. § 180.1430 (2)(b)."). 10 See, e.”
Jorgensen v. Water Works, Inc., 2001 WI App 135 (Wis. Ct. App. 2001). “*618 The Jorgensens also alleged a derivative claim for unpaid dividends and a claim for judicial dissolution based on what they contended was oppressive conduct by the individual defendants, under Wis. Stat. § 180.1430 (2)(b) (1999-2000).”
Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014). “VaUode § 31D-14-Í430; Wis. Stat. § 180.1430 ; Wyo. Stat. § 17-16-1430.”
Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). “§ 180.1430; damages; punitive damages; and attorney's fees.”
— Wis. Stat. § 180.1430(2) — 6 cases
Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). “The initial complaint was dismissed, and an amended complaint was filed September 29, 2006, alleging breach of fiduciary duty by the Smith Group and breach of fiduciary duty by the individual directors, and requesting judicial dissolution pursuant to Wis. Stat. § 180.1430 (2)(b)…”
Notz v. Everett Smith Grp., Ltd., 2008 WI App 84 (Wis. Ct. App. 2008). “§ 180.1430. [1] The circuit court did not dismiss this claim, and we discuss in Part II.”
Ehlinger v. Hauser, 2008 WI App 123 (Wis. Ct. App. 2008). “The circuit court ruled that Evald's shareholders were deadlocked, and ordered Evald's dissolution pursuant to Wis. Stat. § 180.1430 (2005-06). 1 However, the court determined that the judicial dissolution would be held in abeyance pending a determination by the court as to…”
N. Air Servs., Inc. v. Link, 2011 WI 75 (Wis. 2011). “During the third phase of the trial, after the jury's verdicts, the circuit court granted specific enforcement of the Buy-Sell Agreement and concluded that Jay, as a matter of law, had not been oppressed under Wis. Stat. § 180.1430 (2)(b) (2005-06). 1 ¶ 4.”
Karin Eichhoff v. New Glarus Brewing Co. (Wis. Ct. App. 2024).
— Wis. Stat. § 180.1430(2)(a) — 1 case
Jorgensen v. Water Works, Inc., 582 N.W.2d 98 (Wis. Ct. App. 1998). “At the hearing, the trial court addressed the summary judgment motion first. The court dismissed the first cause of action — requesting a receiver and dissolution — with prejudice on the ground that no factual material had been presented to show that the statutory criteria of §…”
— Wis. Stat. § 180.1430(2)(b) — 11 cases
Ehlinger v. Hauser, 2010 WI 54 (Wis. 2010). “" Wis. Stat. § 180.1430 (2)(b) (emphasis added).”
N. Air Servs., Inc. v. Link, 2011 WI 75 (Wis. 2011). “During the third phase of the trial, after the jury's verdicts, the circuit court granted specific enforcement of the Buy-Sell Agreement and concluded that Jay, as a matter of law, had not been oppressed under Wis. Stat. § 180.1430 (2)(b) (2005-06). 1 ¶ 4.”
Reget v. Paige, 2001 WI App 73 (Wis. Ct. App. 2001). “Whether a minority shareholder has been oppressed within the meaning of Wis. Stat. § 180.1430 (2)(b) is a mixed question of fact and law.”
Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). “The initial complaint was dismissed, and an amended complaint was filed September 29, 2006, alleging breach of fiduciary duty by the Smith Group and breach of fiduciary duty by the individual directors, and requesting judicial dissolution pursuant to Wis. Stat. § 180.1430 (2)(b)…”
Jorgensen v. Water Works, Inc., 582 N.W.2d 98 (Wis. Ct. App. 1998). “At the hearing, the trial court addressed the summary judgment motion first. The court dismissed the first cause of action — requesting a receiver and dissolution — with prejudice on the ground that no factual material had been presented to show that the statutory criteria of §…”
— Wis. Stat. § 180.1430(2)(d) — 2 cases
Jorgensen v. Water Works, Inc., 582 N.W.2d 98 (Wis. Ct. App. 1998). “At the hearing, the trial court addressed the summary judgment motion first. The court dismissed the first cause of action — requesting a receiver and dissolution — with prejudice on the ground that no factual material had been presented to show that the statutory criteria of §…”
Est. of Stephen O'Bryan v. David O'Bryan (Wis. Ct. App. 2024).
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