Nonprofit Corporation Voluntary Dissolution Filing Requirements in Wisconsin

At a glance

Requirements one by one

Before activity begins

Section 181.1401(1)(a) places the incorporator route before the election of directors. Its eligibility language uses that organizational event. A majority of incorporators approves, unless the chapter or governing documents require a greater vote or voting by class.

Board or manager approval

After directors are elected, § 181.1401(1)(b) ordinarily requires the board and any entitled members and required third person to approve. Under § 181.0824, the ordinary board quorum is a majority of directors in office immediately before the meeting, and a majority present approves when a quorum exists. The dissolution provision specifically requires a majority of directors in office when the corporation has no voting members.

Member vote and class approval

The default in § 181.1401 is “two-thirds of the votes cast or a majority of the voting power, whichever is less.” Greater requirements or class voting can apply. Section 181.0722 ordinarily requires 10% of entitled votes to be represented for a quorum, subject to higher or lower requirements. Section 181.0704 permits written consent using 80% of voting power by default; governing documents may specify a different percentage of at least 50% or limit the route. Consent signatures must be dated after the most recent member meeting. Notify nonsigners; when notice is required, approval becomes effective ten days after notice.

Notice, plan, and other approval

Section 181.1401 requires the plan to identify who will receive assets after creditors are paid. Include its copy or summary in meeting notices or consent/ballot solicitations. Section 181.0705 follows the bylaws and supplies a fair-and-reasonable notice safe harbor of 10–60 days, with a 30-day minimum for mail other than first-class or registered mail. Section 181.1401(2) directs a corporation without voting members to the board-notice rule in § 181.0822(3): seven days’ written notice unless waived. Obtain written third-person approval when the articles require it.

Filing contents and signer

Section 181.1403 uses statements that the applicable actors approved by sufficient votes, including each entitled member class, rather than requiring a recital of every vote count. Identify the name and authorization date and state any required outside approval. Section 181.0208 requires an authorized signer and the signer's name and capacity, if any.

Revocation or reversal

Section 181.1404 requires revocation articles accompanied by a copy of the dissolution articles. The articles state the dissolution's effective date, revocation authorization date, and the applicable board/incorporator, member, and outside approvals. Effective revocation relates back to dissolution and allows activities to resume as if dissolution had never occurred.

What trips people up

• Receipt can start legal dissolution before liquidation is complete. Sections 181.1403 and 181.0209 tie dissolution to the articles’ effective date. Unless a permitted delayed date is used, this is the receipt date at the specified time or close of business; the delay cannot exceed 90 days.
• The corporate name has its own clock. Section 181.1405(3) ordinarily preserves exclusive name use for 120 days, subject to its registration exception. Articles may choose a shorter period under § 181.1403(1)(g).
• An asset plan remains subject to restrictions. Section 181.1405 requires compliance with return conditions and makes asset transfers subject to contractual and legal requirements.

Common questions

Does dissolution itself transfer ownership of the property?

No. Section 181.1405(2)(a) preserves title until a transfer occurs.

Does the registered agent's authority end?

No. Section 181.1405(2)(f) expressly preserves it.

Statutes and sources

Wis. Stat. § 181.1401

181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1) IN GENERAL. (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators. (b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following: 1. Unless the articles of incorporation or bylaws provide otherwise, the board. 2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less. 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation. (2) CORPORATION WITHOUT MEMBERS WITH VOTING RIGHTS. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors’ meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (3) NOTICE REQUIREMENTS. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (4) WRITTEN CONSENTS OR BALLOTS. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (5) DISTRIBUTION OF ASSETS. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.1403

181.1403 Articles of dissolution. (1) FILING REQUIREMENTS. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information: (a) The name of the corporation. (b) The date dissolution was authorized. (c) A statement that dissolution was approved by a sufficient vote of the board. (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators. (e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution. (f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained. (g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period. (2) EFFECTIVE DATE. A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.1404

181.1404 Revocation of dissolution. (1) WHEN PERMITTED. A corporation may revoke its dissolution within 120 days of its effective date. (2) HOW AUTHORIZED. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person. (3) FILING REQUIREMENTS. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information: (a) The name of the corporation. (b) The effective date of the dissolution that was revoked. (c) The date that the revocation of dissolution was authorized. (d) If the corporation’s board or the incorporators revoked the dissolution, a statement to that effect. (e) If the corporation’s board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization. (f) If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f). (4) EFFECTIVE DATE. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) EFFECT OF REVOCATION. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.1405

181.1405 Effect of dissolution. (1) POWERS OF DISSOLVED CORPORATION. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including any of the following: (a) Preserving and protecting its assets and minimizing its liabilities. (b) Discharging or making provision for discharging its liabilities and obligations. (c) Disposing of its properties that will not be distributed in kind. (d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition. (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws. (g) If no provision has been made in the corporation’s articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving. (h) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) MATTERS NOT AFFECTED BY DISSOLUTION. Dissolution of a corporation does not do any of the following: (a) Transfer title to the corporation’s property. (b) Subject its directors or officers to standards of conduct different from those under subch. VIII. (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws. (d) Prevent commencement of a proceeding by or against the corporation in its corporate name. (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution. (f) Terminate the authority of the registered agent. (3) RETENTION OF EXCLUSIVE USE OF NAME. Except as provided in s. 181.1421 (6) and unless a dissolved corporation registers its corporate name under s. 181.0403 (2), the dissolved corporation retains the exclusive use of its corporate name for 120 days after the effective date of its articles of dissolution or for a shorter period if specified in its articles of dissolution under s. 181.1403 (1) (g).

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0208

181.0208 Filing requirements. (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following: (a) The filing of the record must be required or permitted by this chapter. (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records. (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (d) The record must be signed by a person authorized or required under this chapter to sign the record. (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (f) The record must contain the name of the drafter, if required by s. 182.01 (3). (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial. (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information. (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0209

181.0209 Effective date and time. (1) IN GENERAL. (a) Except as provided in sub. (2), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date: 1. The time of day specified in the document as its effective time. 2. If no effective time is specified, at the close of business. (b) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 181.0212 (2). (2) DELAYED EFFECTIVE DATE AND TIME. A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0704

181.0704 Action by written consent. (1m) DEFINITIONS. In this section: (a) “In writing” or “written” includes a communication that is transmitted or received by electronic means. (b) “Sign” includes executing an electronic signature. (1r) WHEN PERMITTED. Unless limited or otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80 percent of the voting power, or a different percentage, not less than 50 percent, specified in the articles of incorporation or bylaws. The action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of members have signed the consent, only those signatures dated after the date of the most recent meeting of the members may be counted. (2) RECORD DATE. If not otherwise determined under s. 181.0160 or 181.0707, the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1r). (3) EFFECT OF CONSENT. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department. (4) NOTICE REQUIREMENTS. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required, member approval under this section shall be effective 10 days after such written notice is given. (5) CONSENT EFFECTIVE AT FUTURE TIME. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0705

181.0705 may be conducted at a special meeting of members.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0822

181.0822 Call and notice of meetings. (1) REGULAR MEETINGS. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, regular meetings of the board may be held without notice. (2) SPECIAL MEETINGS. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, special meetings of the board must be preceded by at least 2 days’ notice to each director of the date, time and place, but not the purpose, of the meeting. (3) CORPORATIONS WITHOUT MEMBERS. In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least 7 days’ written notice that the matter will be voted upon at a board meeting or unless notice is waived under s. 181.0823. (4) METHOD OF GIVING NOTICE. Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0824

181.0824 Quorum and voting. (1) QUORUM. Except as otherwise provided in this chapter, the articles of incorporation or the bylaws, a quorum of a board consists of a majority of the directors in office immediately before a meeting begins. (2) VOTING. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles of incorporation or the bylaws require the vote of a greater number of directors.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0722

181.0722 Quorum requirements. (1) IN GENERAL. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (2) BYLAW AMENDMENT TO DECREASE QUORUM REQUIREMENTS. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (3) BYLAW AMENDMENT TO INCREASE QUORUM REQUIREMENTS. A bylaw amendment to increase the quorum required for any member action must be approved by the members. (4) QUORUM TO TAKE UP ADDITIONAL MATTERS. The only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice, unless at least one of the following conditions is met: (a) One-third or more of the voting power of the membership is present in person or by proxy. (b) The meeting notice contains a general statement that matters other than those specifically described in the notice may be considered at the meeting.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0103

(5) “Corporation” or “domestic corporation” means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is incorporated under or becomes subject to this chapter, except a foreign corporation. (8) “Department” means the department of financial institutions.

Official text (accessed 2026-09-30).

Wis. Stat. § 181.0507

(2) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing: ... 12. Articles of dissolution, $20.

Official text (accessed 2026-09-30).