Wisconsin Statutes 180.1407 – Claims against dissolved corporation generally
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Terms Used In Wisconsin Statutes 180.1407
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- in writing: includes any representation of words, letters, symbols or figures. See Wisconsin Statutes 990.01
- Officers: when applied to corporations include directors and trustees. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state where the dissolved corporation’s principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:
(a) A description of the information that must be included in a claim.
(b) A statement that the claim must be in writing and provide a mailing address where the claim is to be sent.
(c) A statement that a claim against the dissolved corporation or its directors, officers or shareholders is barred unless a proceeding to enforce the claim is brought within 2 years after the publication date of the notice.
(2) Except as provided in sub. (3), if the dissolved corporation publishes a newspaper notice in accordance with sub. (1), a claim against the dissolved corporation or its directors, officers or shareholders is barred unless the claimant brings a proceeding to enforce the claim within 2 years after the publication date of the newspaper notice, if the claimant is any of the following:
(a) A claimant who did not receive written notice under s. 180.1406.
(b) A claimant who delivered his or her claim to the dissolved corporation by the deadline set under s. 180.1406 if the dissolved corporation has not acted on the claim.
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution.
(3) This section does not apply to the liability of a corporation for an additional assessment under s. 71.74, for an additional assessment of real estate transfer fees under s. 77.26 or for sales and use taxes determined as owing under s. 77.59.