185.72 Involuntary dissolution.

(1) A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:

(a) The cooperative's certificate of association was procured through fraud; or

(b) The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or

(c) The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.

(2) If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court's final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate.

(3)

(a) If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner:

1. The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.

3. The department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

(b) Upon the issuance of the certificate of involuntary dissolution, the cooperative shall cease to exist, without any judicial proceedings whatever and thereafter the dissolved cooperative may not transact its ordinary business or exercise cooperative powers except as provided under ss. 185.74 to 185.76.

(bm) The department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:

1. The cooperative files with the department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.

2. The cooperative pays to the department $100 in liquidated damages to cover the efforts of the department in rescinding the involuntary dissolution.

(c) In this subsection and in s. 185.74, “situs" means a cooperative or former cooperative's last-known address as shown by the most recently filed annual report, or, if none, its principal office or the address of its registered agent, or, if none, its designated location, or, if none, the last-known address of any known director or incorporator.

History: 1977 c. 29; 1977 c. 418 ss. 691 to 695, 929 (44); 1981 c. 314; 1983 a. 408 s. 16; 1983 a. 505; 1985 a. 30 s. 44; 1995 a. 27; 2017 a. 76.