181.1421 Procedure for and effect of administrative dissolution. - Wisconsin Statutes

181.1421

181.1421 Procedure for and effect of administrative dissolution.

181.1421(1)

(1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall give the corporation written notice of the department's determination by first-class mail, addressed to the corporation's registered agent.

181.1421(2)

(2) Secondary notices.

181.1421(2)(a)

(a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.

181.1421(2)(b)

(b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

181.1421(3)

(3) Effective date of notice. A notice of determination made under sub. (1) or (2) is effective upon the earliest of the following:

181.1421(3)(a)

(a) The date on which the corporation or its registered agent receives the notice.

181.1421(3)(b)

(b) Five days after the notice is deposited in the U.S. mail, if mailed postpaid and correctly addressed.

181.1421(3)(c)

(c) If the notice is sent by certified mail, return receipt requested, and if the return receipt is signed on behalf of the corporation, the date shown on the return receipt.

181.1421(3)(d)

(d) If the notice is published as a class 2 notice, under ch. 985, the effective date set under ch. 985 for the notice.

181.1421(4)

(4) Cure.

181.1421(4)(a)

(a) Within 60 days after the notice is effective under sub. (3), the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

181.1421(4)(b)

(b) If the corporation fails to satisfy par. (a), the department shall administratively dissolve the corporation. The department shall enter a notation in the department's records to reflect each ground for dissolution and the effective date of dissolution and shall give the corporation notice of those facts in the same manner as a notice of determination under subs. (1) and (2).

181.1421(5)

(5) Effect of administrative dissolution. Sections 181.1405 (1) and (2), 181.1406 and 181.1407 apply to a corporation that is administratively dissolved.

181.1421(6)

(6) Termination of right to exclusive use of name. The corporation's right to the exclusive use of its corporate name terminates on the effective date of its administrative dissolution.

181.1421 - ANNOT.

History: 1997 a. 79; 2001 a. 44.