181.1405 Effect of dissolution.

(1) Powers of dissolved corporation. A 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.

(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.