State Codes and Statutes

Statutes > Wisconsin > 193 > 193.905

193.905

SUBCHAPTER IX
DISSOLUTION
193.905 Voluntary dissolution; winding up.

193.905(1)

(1) Notice of dissolution. To initiate a voluntary dissolution the board shall file with the department a notice of intent to dissolve. The board may not file a notice under this subsection unless the notice is approved by affirmative vote of the members.

193.905(1m)

(1m) Collection and payment of debts. After a notice is filed under sub. (1), the board shall proceed as soon as possible to collect, or make provision for the collection of, all unpaid subscriptions for shares and all other debts owing to the cooperative and pay, or make provision for the payment of, all debts, obligations, and liabilities of the cooperative according to the priority accorded to the debts, obligation, and liabilities, by law.

193.905(2)

(2) Transfer of assets. After a notice is filed under sub. (1), the board may lease or dispose of all or substantially all of the property and assets of the cooperative without a vote of the members.

193.905(3)

(3) Distribution to members and former members. Any property of the cooperative remaining after discharge of the cooperative's debts, obligations, and liabilities may be distributed to the members and former members as provided in the bylaws.

193.905(4)

(4) Unclaimed assets.

193.905(4)(a)

(a) If the articles or bylaws so provide, assets distributable in the course of the dissolution of a cooperative that remain unclaimed as provided in this paragraph may be forfeited to the cooperative in the manner set forth in s. 185.03 (10), except that the board, a committee designated by the board to liquidate the cooperative's assets, or a court, trustee, or other person authorized to liquidate the assets of the cooperative may declare the funds forfeited, give the notice, determine the purpose or purposes, and dedicate the funds as provided under s. 185.03 (10) and except that any of these persons may declare the funds forfeited no earlier than 2 years and no later than 5 years after the funds are first made available to their owners in the course of the liquidation of the cooperative.

193.905(4)(b)

(b) Assets distributable in the course of the dissolution of a cooperative that are not forfeited under par. (a) shall be reported and delivered to the state treasurer as provided under ch. 177.

193.905(5)

(5) Articles of dissolution. After payment of all debts, obligations, and liabilities of the cooperative has been made or provided for as required under sub. (1m) and the remaining property of the cooperative has been distributed as provided under sub. (3) or otherwise disposed of under sub. (4), the board shall file with the department articles of dissolution. The articles of dissolution shall state all of the following, as applicable:

193.905(5)(a)

(a) That all debts, obligations, and liabilities of the cooperative have been paid or adequate provisions have been made for their payment or time periods during which claims may be made against the cooperative have expired and no other claims are outstanding.

193.905(5)(b)

(b) That the remaining assets of the cooperative have been distributed to the members, pursuant to a liquidation authorized by the members, or as provided under sub. (4).

193.905(5)(c)

(c) That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in such a pending proceeding.

193.905(6)

(6) Effective date. A cooperative is dissolved upon the filing of the articles of dissolution as required under sub. (5).

193.905(7)

(7) Certificate. Upon accepting articles of dissolution for filing, the department shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains all of the following:

193.905(7)(a)

(a) The name of the dissolved cooperative.

193.905(7)(b)

(b) The date the articles of dissolution were filed with the department.

193.905(7)(c)

(c) A statement that the cooperative is dissolved.

193.905 - ANNOT.

History: 2005 a. 441.