185.72 Involuntary dissolution.
(1) A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:
(a) The cooperative's certificate of association was procured through fraud; or
(b) The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or
(c) The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.
(2) If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court's final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate.
(3)
(a) If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner:
1. The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.
2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.
3. The department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.
(b) Upon the issuance of the certificate of involuntary dissolution, the cooperative shall cease to exist, without any judicial proceedings whatever and thereafter the dissolved cooperative may not transact its ordinary business or exercise cooperative powers except as provided under ss. 185.74 to 185.76.
(bm) The department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:
1. The cooperative files with the department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
2. The cooperative pays to the department $100 in liquidated damages to cover the efforts of the department in rescinding the involuntary dissolution.
(c) In this subsection and in s. 185.74, “situs" means a cooperative or former cooperative's last-known address as shown by the most recently filed annual report, or, if none, its principal office or the address of its registered agent, or, if none, its designated location, or, if none, the last-known address of any known director or incorporator.
History: 1977 c. 29; 1977 c. 418 ss. 691 to 695, 929 (44); 1981 c. 314; 1983 a. 408 s. 16; 1983 a. 505; 1985 a. 30 s. 44; 1995 a. 27; 2017 a. 76.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
185.031 - Refunds after forfeiture.
185.033 - Restriction on changes to articles.
185.034 - Definitions applicable to indemnification and insurance provisions.
185.035 - Mandatory indemnification.
185.036 - Determination of right to indemnification.
185.037 - Allowance of expenses as incurred.
185.038 - Additional rights to indemnification and allowance of expenses.
185.039 - Court-ordered indemnification.
185.04 - Indemnification and allowance of expenses of employees and agents.
185.042 - Indemnification and insurance against securities law claims.
185.045 - Reserved or registered name.
185.06 - Organization meetings.
185.08 - Principal office; registered agent; service of process.
185.09 - Promotion expense; limitation.
185.15 - Notice to members, stockholders or other persons; waiver.
185.21 - Stock; authorization, issuance, control, use, rights.
185.22 - Subscriptions for stock; liability therefor.
185.23 - Missing securities or records.
185.24 - Liability of cooperative for wrongful transfers of its securities.
185.25 - Applicability of ch. 408 to cooperative securities.
185.31 - Directors; number, election, removal and vacancies.
185.32 - Directors; meetings, quorum and waiver of notice.
185.34 - Action without meeting by directors or members.
185.36 - Compensation and benefits to directors, officers and employees.
185.363 - Reliance by directors or officers.
185.365 - Consideration of interests in addition to members' and stockholders' interests.
185.367 - Limited liability of directors and officers.
185.37 - Liability of directors and members.
185.38 - Disposition of assets; right to secure debts.
185.41 - Cooperative contracts.
185.42 - Recording of cooperative contracts; effect thereof.
185.43 - Relief against breach or threatened breach.
185.44 - Application of ss. 185.41 to 185.43; venue of action.
185.45 - Apportionment and distribution of proceeds.
185.47 - Financial books and records; penalty for refusal to produce.
185.48 - Annual reports; filing thereof.
185.50 - Income or franchise tax returns.
185.51 - Amendments to articles.
185.52 - Stockholder voting on amendments to articles.
185.53 - Filing and recording amendments; effect thereof.
185.55 - Amendments by bankruptcy court.
185.61 - Merger and consolidation.
185.62 - Articles of merger or consolidation; effect thereof.
185.63 - Division of a cooperative.
185.64 - Conversion of corporation.
185.71 - Voluntary dissolution.
185.72 - Involuntary dissolution.
185.73 - Liquidation under court supervision.
185.74 - Property not distributed prior to dissolution.
185.76 - Survival of remedy after dissolution.
185.81 - Admission of foreign cooperatives.
185.815 - Recording change of principal office or registered agent.
185.82 - Procedure on filing and recording of documents.
185.825 - Penalty for false document.
185.84 - Fees or penalty due state.
185.85 - Forms to be furnished by department of financial institutions.
185.91 - Voting requirements of articles.
185.92 - Effect of unauthorized acts.
185.93 - Member or stockholder derivative actions.
185.94 - Use of term “cooperative"; penalty for improper use.
185.95 - Discrimination against association.
185.96 - Application of chapter.
185.981 - Cooperative health care.
185.982 - Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.
185.983 - Requirements of plan.
185.985 - Inconsistent provisions of the statutes.
185.99 - Health benefit purchasing cooperatives.
185.995 - Extensions of credit by electric cooperatives for certain projects.