AB854,271,2520
181.0103
(18m) “Person" means an individual, business corporation, nonprofit
21or nonstock corporation, partnership, limited partnership, limited liability company,
22general cooperative association, limited cooperative association, unincorporated
23association, statutory trust, business trust, common-law business trust, estate,
24trust, association, joint venture, public corporation, government or governmental
25subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB854,394
1Section
394. 181.0103 (19) of the statutes is amended to read:
AB854,272,62
181.0103
(19) “Principal office" means the office, whether in or outside this
3state, of a domestic corporation or foreign corporation in which are located its
4principal executive offices and, if the domestic corporation or foreign corporation has
5filed an annual report under s.
181.1622 181.0214, that is designated as the principal
6office in its most recent annual report.
AB854,395
7Section 395
. 181.0103 (20m) and (20r) of the statutes are created to read:
AB854,272,98
181.0103
(20m) “Property" means all property, whether real, personal, or
9mixed or tangible or intangible, or any right or interest therein.
AB854,272,12
10(20r) “Record," used as a noun, means information that is inscribed on a
11tangible medium or that is stored in an electronic or other medium and is retrievable
12in perceivable form.
AB854,396
13Section 396
. 181.0103 (21m) of the statutes is created to read:
AB854,272,1614
181.0103
(21m) “Registered agent" means an agent of a corporation or foreign
15corporation that is authorized to receive service of any process, notice, or demand
16required or permitted by law to be served on the corporation or foreign corporation.
AB854,397
17Section 397
. 181.0103 (23m) of the statutes is created to read:
AB854,272,2018
181.0103
(23m) “State" means a state of the United States, the District of
19Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
20subject to the jurisdiction of the United States.
AB854,398
21Section 398
. 181.0103 (24m) of the statutes is created to read:
AB854,272,2222
181.0103
(24m) “Transfer" includes all of the following:
AB854,272,2323
(a) An assignment.
AB854,272,2424
(b) A conveyance.
AB854,272,2525
(c) A sale.
AB854,273,1
1(d) A lease.
AB854,273,22
(e) An encumbrance, including a mortgage or security interest.
AB854,273,44
(g) A transfer by operation of law.
AB854,399
5Section
399. 181.0105 of the statutes is created to read:
AB854,273,7
6181.0105 Knowledge; notice.
(1) A person knows a fact if any of the
7following applies:
AB854,273,88
(a) The person has actual knowledge of the fact.
AB854,273,99
(b) The person is deemed to know the fact under law other than this chapter.
AB854,273,11
10(2) A person has notice of a fact if the person has reason to know the fact from
11all the facts known to the person at the time in question.
AB854,273,15
12(3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies
13another person of a fact by taking steps reasonably required to inform the other
14person in ordinary course, whether or not those steps cause the other person to know
15the fact.
AB854,273,18
16(4) This subsection applies to notice that is required under this chapter and
17that is made subject to this subsection by express reference to this subsection.
18Written notice is effective at the earliest of the following:
AB854,273,1919
(a) When received.
AB854,273,2120
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
21addressed.
AB854,273,2422
(c) On the date shown on the return receipt, if sent by registered or certified
23mail, return receipt requested, and the receipt is signed by or on behalf of the
24addressee.
AB854,274,2
1(d) For notices from the department, upon successful transmission by e-mail
2as provided in this chapter.
AB854,400
3Section
400. 181.0107 of the statutes is created to read:
AB854,274,4
4181.0107 Governing law. The law of this state governs all of the following:
AB854,274,5
5(1) The internal affairs of a corporation.
AB854,274,7
6(2) The liability of a member as member and a director as director for a debt,
7obligation, or other liability of a corporation.
AB854,401
8Section
401. 181.0120 of the statutes is repealed.
AB854,402
9Section
402. 181.0121 (1) (a) 3. of the statutes is amended to read:
AB854,274,1110
181.0121
(1) (a) 3. A domestic corporation's or foreign corporation's annual
11report under s.
181.1622 181.0214.
AB854,403
12Section
403. 181.0121 (1) (a) 4. of the statutes is repealed.
AB854,404
13Section
404. 181.0121 (1) (b) of the statutes is amended to read:
AB854,274,1614
181.0121
(1) (b) The forms prescribed by the department under par. (a) 1. and
152. shall require disclosure of only the information required under ss. 181.1503,
16181.1520
, and
181.1622
181.0214, respectively.
AB854,405
17Section
405. 181.0122 of the statutes is repealed.
AB854,406
18Section 406
. 181.0123 of the statutes is renumbered 181.0209, and 181.0209
19(title), (1) (a) (intro.) and (b) and (2), as renumbered, are amended to read:
AB854,274,23
20181.0209 (title)
Effective date and time of document. (1) (a) (intro.)
21Except as provided in sub. (2)
or s. 181.0124 (3) or 181.1622 (5), a
document record 22filed by the department under this chapter is effective on the date that it is received
23by the department for filing and at any of the following times on that date:
AB854,275,3
1(b) The date that a document is received by the department is determined by
2the department's endorsement on the original document under s.
181.0125 (1) 3181.0212 (2).
AB854,275,9
4(2) Delayed effective date and time. A document may specify a delayed
5effective date and time, except
that the effective date may not be more than 90 days
6after the date that it is received for filing. If a document specifies a delayed effective
7date and time in accordance with this subsection, the document is effective at the
8time and date specified. If a delayed effective date
, but no time
, is specified, the
9document is effective at the close of business on that date.
AB854,407
10Section
407. 181.0124 of the statutes is repealed.
AB854,408
11Section 408
. 181.0125 of the statutes is repealed.
AB854,409
12Section 409
. 181.0126 of the statutes is repealed.
AB854,410
13Section
410. 181.0128 (title) of the statutes is renumbered 181.0213 (title) and
14amended to read:
AB854,275,15
15181.0213 (title)
Confirmation Certificate of status.
AB854,411
16Section
411. 181.0128 (1) (title) of the statutes is repealed.
AB854,412
17Section
412. 181.0128 (1) of the statutes is renumbered 181.0213 (1) and
18amended to read:
AB854,275,2019
181.0213
(1) Any person may obtain from the department, upon request, a
20certificate of status for a domestic corporation or
a foreign corporation.
AB854,413
21Section
413. 181.0128 (2) (title) of the statutes is repealed.
AB854,414
22Section
414. 181.0128 (2) of the statutes is renumbered 181.0213 (2), and
23181.0213 (2) (b) 1., 3. and 5. and (c), as renumbered, are amended to read:
AB854,276,3
1181.0213
(2) (b) 1. The domestic corporation is
incorporated under the laws a
2corporation whose governing law is the law of this state, or the foreign corporation
3is authorized to transact business in this state.
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3. The domestic corporation or foreign corporation has, during its most recently
5completed report year, filed with the department an annual report required by s.
6181.1622 181.0214.
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5. The foreign corporation has not
applied
filed an application for a certificate
8of withdrawal under s. 181.1520
and is not the subject of a proceeding under s.
9181.1531 to revoke its certificate of authority (2).
AB854,276,1210
(c) The domestic corporation's
effective date of
incorporation and the period of
11its duration if less than perpetual its articles of incorporation or the foreign
12corporation's effective date of its certificate of authority.
AB854,415
13Section
415. 181.0128 (3) (title) of the statutes is repealed.
AB854,416
14Section
416. 181.0128 (3) of the statutes is renumbered 181.0213 (3).
AB854,417
15Section
417. 181.0128 (4) of the statutes is repealed.
AB854,418
16Section
418. 181.0128 (5) (title) of the statutes is repealed.
AB854,419
17Section
419. 181.0128 (5) of the statutes is renumbered 181.0213 (5) and
18amended to read:
AB854,276,2219
181.0213
(5) Subject to any qualification stated in a certificate
or statement of
20status issued by the department, the certificate
or statement is conclusive evidence
21that the
domestic corporation or foreign corporation is in existence or is authorized
22to transact business in this state.
AB854,420
23Section
420. 181.0128 (6) (title) of the statutes is repealed.
AB854,421
24Section
421. 181.0128 (6) of the statutes is renumbered 181.0213 (6).
AB854,422
25Section
422. 181.0141 (4) of the statutes is amended to read:
AB854,277,7
1181.0141
(4) Address to be used. Written notice to a domestic corporation or
2a foreign corporation authorized to transact business in this state may be addressed
3to its registered agent at its registered office or to the domestic corporation or foreign
4corporation at its principal office. With respect to a foreign corporation that has not
5yet filed an annual report under s.
181.1622
181.0214, the address of the foreign
6corporation's principal office may be determined from its application for a certificate
7of authority.
AB854,423
8Section 423
. 181.0141 (5) of the statutes is repealed.
AB854,424
9Section
424. 181.0162 of the statutes is created to read:
AB854,277,15
10181.0162 Relation to electronic signatures in global and national
11commerce act. This chapter modifies, limits, and supersedes the Electronic
12Signatures in Global and National Commerce Act,
15 USC 7001 to
7031, but does not
13modify, limit, or supersede section 101 (c) of that act,
15 USC 7001 (c), or authorize
14electronic delivery of any of the notices described in section 103 (b) of that act,
15 USC
157003 (b).
AB854,425
16Section 425
. 181.0163 of the statutes is created to read:
AB854,277,20
17181.0163 Forum selection provisions. The articles of incorporation or the
18bylaws may require, consistent with applicable jurisdictional requirements, that
19any or all claims pertaining to the internal affairs of the corporation be brought solely
20and exclusively in the courts in this state.
AB854,426
21Section 426
. Subchapter II (title) of chapter 181 [precedes 181.0201] of the
22statutes is amended to read:
AB854,277,2323
CHAPTER 181
AB854,278,224
SUBCHAPTER II
25formation;
1articles of INCORPORATION
2
and other filings
AB854,427
3Section 427
. 181.0202 (1) (d) of the statutes is amended to read:
AB854,278,54
181.0202
(1) (d) The street address of the corporation's initial registered office
5and the name
and e-mail address of its initial registered agent at that office.
AB854,428
6Section
428. 181.0203 (1) of the statutes is amended to read:
AB854,278,97
181.0203
(1) When corporate existence begins. The corporate existence
8begins when the articles of incorporation become effective under s.
181.0123 9181.0209.
AB854,429
10Section
429. 181.0208 of the statutes is created to read:
AB854,278,13
11181.0208 Filing requirements. (1) Subject to sub. (1m), to be filed by the
12department pursuant to this chapter, a record must be received by the department,
13comply with this chapter, and satisfy all of the following:
AB854,278,1414
(a) The filing of the record must be required or permitted by this chapter.
AB854,278,1615
(b) The record must be physically delivered in written form unless and to the
16extent the department permits electronic delivery of records.
AB854,278,1917
(c) The words in the record must be in English, and numbers must be in Arabic
18or Roman numerals, but the name of an entity need not be in English if written in
19English letters or Arabic or Roman numerals.
AB854,278,2120
(d) The record must be signed by a person authorized or required under this
21chapter to sign the record.
AB854,278,2522
(e) The record must state the name and capacity, if any, of each individual who
23signed it, either on behalf of the individual or the person authorized or required to
24sign the record, but need not contain a seal, attestation, acknowledgment, or
25verification.
AB854,279,1
1(f) The record must contain the name of the drafter, if required by s. 182.01 (3).