The procedure for the administrative dissolution of corporations

What it does

Summary by the Legislative Reference Bureau, the Legislature's nonpartisan drafting office. It's their wording, not ours.

Under current law, a corporation may voluntarily dissolve by filing articles of dissolution with the Department of Financial Institutions (DFI). DFI also has authority to initiate the involuntary dissolution of a corporation, based on specified grounds, by bringing a proceeding to administratively dissolve the corporation. If DFI commences such a dissolution proceeding, DFI must give the corporation written notice, addressed to the registered office of the corporation, of its determination that one or more grounds exist to dissolve the corporation, after which the corporation has 60 days to correct each ground for dissolution or demonstrate to the reasonable satisfaction of DFI that each ground does not exist. If the corporation fails to do so, DFI must administratively dissolve the corporation. DFI must enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and must give the corporation written notice of those facts, addressed to the registered office of the corporation. If either of these notices from DFI is returned to DFI as undeliverable, DFI must again give notice to the corporation, this time addressed to the principal office of the corporation. If this follow-up notice is returned to DFI as undeliverable or if the corporation's principal office cannot be determined from DFI's records, DFI must give the notice by publishing a "class 2" notice (two insertions) in the official state newspaper.

Under this bill, if DFI's follow-up notice is returned to DFI as undeliverable or if the corporation's principal office cannot be determined from DFI's records, instead of giving the notice by publishing a "class 2" notice in the official state newspaper, DFI must give the notice by posting it on DFI's Web site. For two years, DFI must also publish a monthly "class 1" notice in the official state newspaper informing the public that these administrative dissolution notices are posted on DFI's Web site.

Who's behind it

Glenn Grothman, a Republican, is its author⁠.

1 more lawmaker signed on in support⁠.

What it would cost

State agencies filed a cost estimate. Each opens as a PDF from the Legislature.

• Fiscal Estimate From DFI

Versions and amendments

Every text the Legislature printed for this bill, including proposed changes. Each opens on the Legislature's site.

• Amendment SA1-SB391
• Amendment SA2-SB391
• LC Amendment Memo