181.1404 Revocation of dissolution. (1) WHEN PERMITTED. A corporation may revoke its dissolution within 120 days of its effective date. (2) HOW AUTHORIZED. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person. (3) FILING REQUIREMENTS. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information: (a) The name of the corporation. (b) The effective date of the dissolution that was revoked. (c) The date that the revocation of dissolution was authorized. (d) If the corporation’s board or the incorporators revoked the dissolution, a statement to that effect. (e) If the corporation’s board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization. (f) If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f). (4) EFFECTIVE DATE. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) EFFECT OF REVOCATION. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred. History: 1997 a. 79.
181.1405
Effect of dissolution. (1) POWERS OF DISA dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following: (a) Preserving and protecting its assets and minimizing its liabilities. (b) Discharging or making provision for discharging its liabilities and obligations. (c) Disposing of its properties that will not be distributed in kind. (d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition. SOLVED CORPORATION. (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. (g) If no provision has been made in the corporation’s articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving. (h) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) MATTERS NOT AFFECTED BY DISSOLUTION. Dissolution of a corporation does not do any of the following: (a) Transfer title to the corporation’s property. (b) Subject its directors or officers to standards of conduct different from those under subch. VIII. (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. (d) Prevent commencement of a proceeding by or against the corporation in its corporate name. (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (f) Terminate the authority of the registered agent. (3) RETENTION OF EXCLUSIVE USE OF NAME. Except as provided in s. 181.1421 (6) and unless a dissolved corporation registers its corporate name under s. 181.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 181.1403 (1) (g). History: 1997 a. 79.