180.1831 Shareholder option to dissolve corporation.
(1) The articles of incorporation of a statutory close corporation or a shareholders' agreement under s. 180.1823 may grant to any shareholder, or to the holders of any specified number or percentage of shares of any class or series, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. The shareholders exercising the option shall give written notice of the intent to dissolve to all other shareholders. Any notice given under this subsection shall comply with s. 180.0141. Upon the expiration of 30 days after the effective date of the notice, the corporation shall do all of the following:
(a) File articles of dissolution that satisfy s. 180.1403 except the statement under s. 180.1403 (1) (c) shall specify that dissolution was authorized in accordance with this section.
(b) Begin to wind up and liquidate its business and affairs under ss. 180.1405 to 180.1407.
(2) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to include, modify or delete a provision authorized by sub. (1) must be approved by the holders of all of the outstanding shares, whether or not the holders are otherwise entitled to vote on amendments, or, if no shares have been issued, by all of the subscribers for shares, if any, or, if none, by all of the incorporators.
History: 1989 a. 303.
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