Wis. Stat. § 181.1430

181.1430 Grounds for judicial dissolution. (1) WHO (2) WHO MAY SERVE AS RECEIVER OR CUSTODIAN. The court MAY BRING PROCEEDING. The circuit court may dissolve a corpo- may appoint an individual, or a domestic or foreign corporation ration in a proceeding brought by any of the following: or stock corporation authorized to transact business in this state, (a) The attorney general if any of the following is established: as a receiver or custodian. The court may require the receiver or 1. That the corporation obtained its articles of incorporation custodian to post bond, with or without sureties, in an amount the through fraud. court directs. 2. That the corporation has continued to exceed or abuse the (3) POWERS AND DUTIES OF RECEIVER OR CUSTODIAN. (a) authority conferred upon it by law. The court shall describe the powers and duties of the receiver or (b) Fifty members or members holding 5 percent of the voting custodian in its appointing order, which may be amended from power, whichever is less, or any person specified in the articles of time to time. incorporation, if any of the following is established: (b) A receiver may exercise, but is not limited to, all of the fol- 1. That the directors are deadlocked in the management of lowing powers: the corporate affairs, the members are unable to break the dead- 1. To dispose of all or any part of the assets of the corpora- lock and, because of the deadlock, either irreparable injury to the tion wherever located, at a public or private sale, if authorized by corporation is threatened or being suffered or the business and af- the court; provided, however, that the receiver’s power to dispose fairs of the corporation can no longer be conducted in accordance of the assets of the corporation is subject to any trust and other re- with it corporate purposes. strictions that would be applicable to the corporation. 2. That the directors or those in control of the corporation 2. To sue and defend in the receiver’s name as receiver of the have acted, are acting or will act in a manner that is illegal, op- corporation in all courts of this state. pressive or fraudulent. (c) A custodian may exercise all of the powers of the corpora- 3. That the members are deadlocked in voting power and tion, through or in place of its board or officers, to the extent nec- have failed, for a period that includes at least 2 consecutive annual essary to manage the affairs of the corporation in the best inter- meeting dates, to elect successors to directors whose terms have, ests of its members and creditors and may sue and defend in the or would otherwise have, expired. custodian’s name as custodian of the corporation in all courts in 4. That the corporate assets are being misapplied or wasted. this state. 5. That the corporation is no longer able to carry out its (4) REDESIGNATION. The court during a receivership may re- purposes. designate the receiver a custodian, and during a custodianship (c) A creditor if any of the following is established: may redesignate the custodian a receiver, if doing so is in the best 1. That the creditor’s claim has been reduced to judgment, interests of the corporation, its members, and creditors. the execution on the judgment has been returned unsatisfied and (5) COMPENSATION AND EXPENSES. The court from time to the corporation is insolvent. time during the receivership or custodianship may order compen- 2. That the corporation has admitted in writing that the cred- sation paid and expense disbursements or reimbursements made itor’s claim is due and owing and the corporation is insolvent. to the receiver or custodian and the receiver’s or custodian’s coun- sel from the assets of the corporation or proceeds from the sale of (d) The corporation to have its voluntary dissolution contin- the assets. ued under court supervision. History: 1997 a. 79. (2) FACTORS REQUIRED TO BE CONSIDERED. Before dissolv- ing a corporation, the court shall consider all of the following: 181.1433 Decree of dissolution. (1) ENTERING DECREE. 2023-24 Wisconsin Statutes updated through 2025 Wis. Act 137 and through all Supreme Court Orders and Controlled Sub- stances Board Orders filed before and in effect on May 13, 2026. Published and certified under s. 35.18. Changes effective after May 13, 2026, are designated by NOTES. (Published 5-13-26)

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If after a hearing the court determines that one or more grounds s. 181.1501, may not maintain a proceeding in any court in this for judicial dissolution under s. 181.1430 exist, it may enter a de- state until it obtains a certificate of authority. cree dissolving the corporation and specifying the effective date (2) SUCCESSORS TO FOREIGN CORPORATIONS. The successor of the dissolution, and the clerk of the court shall deliver a certi- to a foreign corporation that transacted business in this state with- fied copy of the decree to the department, who shall file it. out a certificate of authority and the assignee of a cause of action (2) EFFECT OF DECREE. After entering the decree of dissolu- arising out of that business may not maintain a proceeding on that tion, the court shall direct the winding up and liquidation of the cause of action in any court in this state until the foreign corpora- corporation’s affairs in accordance with s. 181.1405 and the noti- tion or its successor obtains a certificate of authority. fication of its claimants in accordance with ss. 181.1406 and (3) STAY OF PROCEEDINGS. A court may stay a proceeding 181.1407. commenced by a foreign corporation, its successor or its assignee History: 1997 a. 79. until the court determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, 181.1440 Deposit with secretary of revenue. Assets of the court may further stay the proceeding until the foreign corpo- a dissolved corporation that should be transferred to a creditor, ration or its successor obtains the certificate. claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash (4) PENALTIES. (a) Beginning on February 1, 2000, a foreign subject to known trust restrictions and deposited with the secre- corporation that transacts business in this state without a certifi- tary of revenue for safekeeping. However, in the secretary’s dis- cate of authority is liable to the state, for each year or any part of cretion property may be received and held in kind. When the a year during which it transacted business in this state without a certificate of authority, in an amount equal to the sum of all of the creditor, claimant, or member furnishes satisfactory proof of enti- following: tlement to the amount deposited or property held in kind, the sec- retary of revenue shall deliver to the creditor, member or other 1. All fees that would have been imposed under this chapter person or his or her representative that amount or property. upon the foreign corporation had it applied for and received a cer- History: 1997 a. 79; 2013 a. 20. tificate of authority when it began transacting business in this state. 2. A fee of $50 for each year or portion of a year during SUBCHAPTER XV which it transacted business without a certificate of authority or $500, whichever is less. FOREIGN CORPORATIONS (b) The foreign corporation shall pay the amount owed under