Wisconsin Statutes 181.1422 – Reinstatement following administrative dissolution
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Terms Used In Wisconsin Statutes 181.1422
- 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
- Person: includes all partnerships, associations and bodies politic or corporate. 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) Application for reinstatement. A corporation that is administratively dissolved may apply to the department for reinstatement. The application shall include all of the following:
(a) The name of the corporation and the effective date of its administrative dissolution.
(b) A statement that each ground for dissolution either did not exist or has been cured.
(c) A statement that the corporation’s name satisfies s. 181.0401.
(2) Grounds for reinstatement.
181.1422(2)(a) (a) The department shall cancel the notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:
1. That the application contains the information required by sub. (1) and the information is correct.
2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.
(b) The certificate of reinstatement shall state the department’s determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return a copy to the corporation or its representative.
(3) Effect of reinstatement; relation back. When the reinstatement becomes effective, it shall, except as provided in sub. (4), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.
(4) Effect of reinstatement; additional rules. When reinstatement under this section is effective, all of the following rules apply:
(a) Except as provided in par. (b), the corporation’s period of duration continues as if the dissolution had never occurred.
(b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.