193.905 Voluntary dissolution; winding up.
(1) Notice of dissolution. To initiate a voluntary dissolution the board shall file with the department a notice of intent to dissolve. The board may not file a notice under this subsection unless the notice is approved by affirmative vote of the members.
(1m) Collection and payment of debts. After a notice is filed under sub. (1), the board shall proceed as soon as possible to collect, or make provision for the collection of, all unpaid subscriptions for shares and all other debts owing to the cooperative and pay, or make provision for the payment of, all debts, obligations, and liabilities of the cooperative according to the priority accorded to the debts, obligation, and liabilities, by law.
(2) Transfer of assets. After a notice is filed under sub. (1), the board may lease or dispose of all or substantially all of the property and assets of the cooperative without a vote of the members.
(3) Distribution to members and former members. Any property of the cooperative remaining after discharge of the cooperative's debts, obligations, and liabilities may be distributed to the members and former members as provided in the bylaws.
(4) Unclaimed assets.
(a) If the articles or bylaws so provide, assets distributable in the course of the dissolution of a cooperative that remain unclaimed as provided in this paragraph may be forfeited to the cooperative in the manner set forth in s. 185.03 (10), except that the board, a committee designated by the board to liquidate the cooperative's assets, or a court, trustee, or other person authorized to liquidate the assets of the cooperative may declare the funds forfeited, give the notice, determine the purpose or purposes, and dedicate the funds as provided under s. 185.03 (10) and except that any of these persons may declare the funds forfeited no earlier than 2 years and no later than 5 years after the funds are first made available to their owners in the course of the liquidation of the cooperative.
(b) Assets distributable in the course of the dissolution of a cooperative that are not forfeited under par. (a) shall be reported and delivered to the secretary of revenue as provided under ch. 177.
(5) Articles of dissolution. After payment of all debts, obligations, and liabilities of the cooperative has been made or provided for as required under sub. (1m) and the remaining property of the cooperative has been distributed as provided under sub. (3) or otherwise disposed of under sub. (4), the board shall file with the department articles of dissolution. The articles of dissolution shall state all of the following, as applicable:
(a) That all debts, obligations, and liabilities of the cooperative have been paid or adequate provisions have been made for their payment or time periods during which claims may be made against the cooperative have expired and no other claims are outstanding.
(b) That the remaining assets of the cooperative have been distributed to the members, pursuant to a liquidation authorized by the members, or as provided under sub. (4).
(c) That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in such a pending proceeding.
(6) Effective date. A cooperative is dissolved upon the filing of the articles of dissolution as required under sub. (5).
(7) Certificate. Upon accepting articles of dissolution for filing, the department shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains all of the following:
(a) The name of the dissolved cooperative.
(b) The date the articles of dissolution were filed with the department.
(c) A statement that the cooperative is dissolved.
History: 2005 a. 441; 2013 a. 20.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 193 - Unincorporated cooperative associations.
193.105 - Use of term “cooperative" restricted.
193.111 - Filing fees and other requirements.
193.115 - Registered office and agent.
193.121 - Legal recognition of electronic records and signatures.
193.201 - Organizational purpose.
193.215 - Articles of organization and notice of mailing address.
193.221 - Amendment of articles.
193.225 - Conversion to cooperative.
193.245 - Cooperative records.
193.311 - Agricultural product and commodity marketing contracts.
193.315 - Indemnification and insurance against securities law claims.
193.401 - Board governs cooperative.
193.405 - Number of directors.
193.411 - Election of directors.
193.415 - Removal of directors.
193.417 - Resignation of directors.
193.423 - Allocation of voting authority among directors.
193.431 - Quorum; presence of objecting director.
193.435 - Actions of the board.
193.441 - Actions without a meeting.
193.443 - Board authority concerning certain cooperative property.
193.455 - Conduct and liability of directors.
193.461 - Director conflicts of interest.
193.465 - Limitation of director's liability in articles or bylaws.
193.511 - Regular members' meetings.
193.515 - Special members' meetings.
193.518 - Effect of insufficient notice.
193.521 - Certification of notice.
193.524 - Revocation of electronic communication.
193.525 - Quorum at members' meeting.
193.531 - Virtual members' meetings and attendance.
193.535 - Actions of the members.
193.541 - Actions without a members' meeting.
193.545 - Member voting rights.
193.551 - Patron member voting based on patronage.
193.553 - Voting rights limited to members as of date certain.
193.555 - Voting rights of nonmembers.
193.557 - Voting of jointly owned membership interests.
193.559 - Cumulative voting by members.
193.571 - Member authority concerning certain cooperative property.
193.601 - Membership interests.
193.605 - Cooperative securities.
193.611 - Assignment of financial rights.
193.615 - Nature and terms of a membership interest and statement of interest owned.
193.621 - Certificated membership interests.
193.625 - Replacement certificates.
193.631 - Restriction on transfer or registration of membership interests.
193.701 - Authorization, form, and acceptance.
193.702 - Valuation; presumption and liability.
193.705 - Restated value of previous contributions.
193.711 - Contribution agreements.
193.715 - Contribution rights agreements.
193.721 - Allocations of profits and distributions of cash and other assets.
193.725 - Allocations and distributions of profits to patron members.
193.731 - Member control agreements.
193.735 - Distribution of unclaimed property.
193.801 - Merger and consolidation.
193.805 - Merger of subsidiary or parent.
193.807 - Effective date; effect of merger or consolidation.
193.835 - Abandonment of merger.
193.905 - Voluntary dissolution; winding up.
193.911 - Revocation of dissolution proceedings.
193.925 - Court-supervised voluntary dissolution.
193.931 - Involuntary dissolution.
193.935 - Procedure in involuntary or court-supervised voluntary dissolution.
193.941 - Receiver qualifications and powers.
193.951 - Filing claims in involuntary or court-supervised voluntary dissolution proceedings.
193.955 - Discontinuance of court-supervised dissolution proceedings.