181.1430 Grounds for judicial dissolution.
(1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:
(a) The attorney general if any of the following is established:
1. That the corporation obtained its articles of incorporation through fraud.
2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.
(b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:
1. That the directors are deadlocked in the management of the corporate affairs, the members 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 in accordance with it corporate purposes.
2. 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.
3. That the members 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, or would otherwise have, expired.
4. That the corporate assets are being misapplied or wasted.
5. That the corporation is no longer able to carry out its purposes.
(c) A creditor if any of the following is established:
1. That the creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.
2. That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(d) The corporation to have its voluntary dissolution continued under court supervision.
(2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:
(a) Whether there are reasonable alternatives to dissolution.
(b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.
History: 1997 a. 79.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.
181.0127 - Evidentiary effect of copy of filed document.
181.0129 - Penalty for false document.
181.0162 - Relation to electronic signatures in global and national commerce act.
181.0163 - Forum selection provisions.
181.0202 - Articles of incorporation.
181.0205 - Organization of corporation.
181.0208 - Filing requirements.
181.0209 - Effective date and time.
181.0210 - Withdrawal of filed record before effectiveness.
181.0211 - Correcting filed record.
181.0212 - Duty of department to file; review of refusal to file; delivery of record by department.
181.0213 - Certificate of status.
181.0214 - Annual report for department.
181.0304 - Effect of unauthorized corporate acts.
181.0320 - Private foundations.
181.0330 - Offer and sale of securities.
181.0402 - Reservation of name.
181.0403 - Registration of name.
181.0501 - Registered agent and registered office.
181.0502 - Change of registered agent or registered office.
181.0503 - Resignation of registered agent.
181.0504 - Service of process, notice, or demand.
181.0505 - Change of name or address by registered agent.
181.0506 - Delivery of record.
181.0507 - Filing fees; certified copies.
181.0602 - Consideration and certificates.
181.0603 - No requirement of members.
181.0610 - Differences in rights and obligations of members.
181.0612 - Member's liability to 3rd parties.
181.0613 - Member's liability for dues, assessments and fees.
181.0614 - Creditor's action against member.
181.0620 - Termination, expulsion and suspension.
181.0622 - Purchase of memberships.
181.0670 - Limited liability of volunteers.
181.0701 - Annual and regular meetings.
181.0704 - Action by written consent.
181.0707 - Record date; determining members entitled to notice and vote.
181.0708 - Action by written ballot.
181.0720 - Members' list for meeting.
181.0721 - Voting entitlement generally.
181.0722 - Quorum requirements.
181.0723 - Voting requirements.
181.0725 - Cumulative voting for directors.
181.0726 - Other methods of electing directors.
181.0727 - Acceptance of instruments showing member action.
181.0740 - Derivative proceedings; definition.
181.0741 - Derivative proceedings; standing.
181.0742 - Derivative proceedings; demand.
181.0743 - Derivative proceedings; stay of proceedings.
181.0744 - Derivative proceedings; dismissal.
181.0745 - Derivative proceedings; discontinuance or settlement.
181.0746 - Derivative proceedings; payment of expenses.
181.0747 - Derivative proceedings; applicability.
181.0801 - Requirement for and duties of board.
181.0802 - Qualifications of directors.
181.0803 - Number of directors.
181.0804 - Election, designation and appointment of directors.
181.0805 - Terms of directors generally.
181.0806 - Staggered terms for directors.
181.0807 - Resignation of directors.
181.0808 - Removal of directors elected by members or directors.
181.0809 - Removal of designated or appointed directors.
181.0810 - Removal of directors by judicial proceeding.
181.0820 - Regular and special meetings.
181.0821 - Action without meeting.
181.0822 - Call and notice of meetings.
181.0825 - Committees of the board.
181.0831 - Director conflict of interest.
181.0832 - Loans to directors and officers.
181.0833 - Liability for unlawful distributions.
181.0841 - Duties and authority of officers and agents.
181.0843 - Resignation and removal of officers.
181.0844 - Contract rights of officers.
181.0850 - Reliance by directors or officers.
181.0853 - Consideration of interests in addition to members' interests.
181.0855 - Limited liability of directors and officers.
181.0860 - Statements of changes in directors or principal officers.
181.0871 - Definitions applicable to indemnification and insurance provisions.
181.0872 - Mandatory indemnification.
181.0873 - Determination of right to indemnification.
181.0874 - Allowance of expenses as incurred.
181.0875 - Corporation may limit indemnification.
181.0877 - Additional rights to indemnification and allowance of expenses.
181.0879 - Court-ordered indemnification.
181.0881 - Indemnification and allowance of expenses of employees and agents.
181.0889 - Indemnification and insurance against securities law claims.
181.1001 - Authority to amend articles of incorporation.
181.1002 - Amendment of articles of incorporation by directors.
181.1003 - Amendment of articles of incorporation by directors and members.
181.1004 - Class voting by members on amendments to articles of incorporation.
181.1005 - Articles of amendment.
181.1006 - Restated articles of incorporation.
181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization.
181.1008 - Effect of amendment and restatement of articles of incorporation.
181.1020 - Amendment of bylaws by directors.
181.1021 - Amendment of bylaws by directors and members.
181.1022 - Class voting by members on amendments of bylaws.
181.1030 - Approval by 3rd persons.
181.11001 - Relationship of subchapter to other laws.
181.11004 - Reference to external facts.
181.1103 - Approval of merger; amendment; abandonment.
181.11045 - Filings required for merger; effective date.
181.1108 - Bequests, devises, and gifts.
181.1131 - Interest exchange authorized.
181.1132 - Plan of interest exchange.
181.1133 - Approval of interest exchange; amendment; abandonment.
181.1134 - Filings required for interest exchange; effective date.
181.1135 - Effect of interest exchange.
181.1150 - Conversion of cooperative.
181.1161 - Conversion authorized.
181.1162 - Plan of conversion.
181.1163 - Approval of conversion; amendment; abandonment.
181.1164 - Filings required for conversion; effective date.
181.1165 - Effect of conversion.
181.1171 - Domestication authorized.
181.1172 - Plan of domestication.
181.1173 - Approval of domestication; amendment; abandonment.
181.1174 - Filings required for domestication; effective date.
181.1175 - Effect of domestication.
181.1180 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
181.1201 - Sale of assets in regular course of activities and mortgage of assets.
181.1202 - Sale of assets other than in regular course of activities.
181.1301 - Prohibited distributions.
181.1302 - Authorized distributions.
181.1401 - Dissolution by incorporators, directors, members and 3rd persons.
181.1403 - Articles of dissolution.
181.1404 - Revocation of dissolution.
181.1405 - Effect of dissolution.
181.1406 - Known claims against dissolved corporation.
181.1407 - Survival of remedies and claims.
181.1420 - Grounds for administrative dissolution.
181.1421 - Procedure for and effect of administrative dissolution.
181.1422 - Reinstatement following administrative dissolution.
181.1423 - Appeal from denial of reinstatement.
181.1430 - Grounds for judicial dissolution.
181.1431 - Procedure for judicial dissolution.
181.1432 - Receivership or custodianship.
181.1433 - Decree of dissolution.
181.1440 - Deposit with secretary of revenue.
181.1501 - Authority to transact business required.
181.1502 - Consequences of transacting business without authority.
181.1503 - Application for certificate of authority.
181.1504 - Amended certificate of authority.
181.1505 - Effect of certificate of authority.
181.1506 - Corporate name of foreign corporation.
181.1507 - Registered office and registered agent.
181.1508 - Change of registered agent or registered office of foreign corporation.
181.1509 - Resignation of registered agent of foreign corporation.
181.1510 - Service of process, notice, or demand on foreign corporation.
181.1520 - Withdrawal of foreign corporation.
181.1530 - Grounds for revocation.
181.1531 - Procedure for and effect of revocation.
181.1532 - Appeal from revocation.
181.1602 - Inspection of records by members.
181.1603 - Scope of inspection rights.
181.1604 - Court-ordered inspection.
181.1605 - Limitations on use of membership list.
181.1620 - Financial statements for members.
181.1621 - Report of indemnification to members.