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AB566,273,33 (f) A gift.
AB566,273,44 (g) A transfer by operation of law.
AB566,401 5Section 401. 181.0105 of the statutes is created to read:
AB566,273,7 6181.0105 Knowledge; notice. (1) A person knows a fact if any of the
7following applies:
AB566,273,88 (a) The person has actual knowledge of the fact.
AB566,273,99 (b) The person is deemed to know the fact under law other than this chapter.
AB566,273,11 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.
AB566,273,15 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.
AB566,273,18 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:
AB566,273,1919 (a) When received.
AB566,273,2120 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
21addressed.
AB566,273,2422 (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.
AB566,274,2
1(d) For notices from the department, upon successful transmission by e-mail
2as provided in this chapter.
AB566,402 3Section 402. 181.0107 of the statutes is created to read:
AB566,274,4 4181.0107 Governing law. The law of this state governs all of the following:
AB566,274,5 5(1) The internal affairs of a corporation.
AB566,274,7 6(2) The liability of a member as member and a director as director for a debt,
7obligation, or other liability of a corporation.
AB566,403 8Section 403. 181.0120 of the statutes is repealed.
AB566,404 9Section 404. 181.0121 (1) (a) 3. of the statutes is amended to read:
AB566,274,1110 181.0121 (1) (a) 3. A domestic corporation's or foreign corporation's annual
11report under s. 181.1622 181.0214.
AB566,405 12Section 405. 181.0121 (1) (a) 4. of the statutes is repealed.
AB566,406 13Section 406. 181.0121 (1) (b) of the statutes is amended to read:
AB566,274,1614 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.
AB566,407 17Section 407. 181.0122 of the statutes is repealed.
AB566,408 18Section 408 . 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:
AB566,274,23 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:
AB566,275,3
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).
AB566,275,9 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.
AB566,409 10Section 409. 181.0124 of the statutes is repealed.
AB566,410 11Section 410 . 181.0125 of the statutes is repealed.
AB566,411 12Section 411 . 181.0126 of the statutes is repealed.
AB566,412 13Section 412. 181.0128 (title) of the statutes is renumbered 181.0213 (title) and
14amended to read:
AB566,275,15 15181.0213 (title) Confirmation Certificate of status.
AB566,413 16Section 413. 181.0128 (1) (title) of the statutes is repealed.
AB566,414 17Section 414. 181.0128 (1) of the statutes is renumbered 181.0213 (1) and
18amended to read:
AB566,275,2019 181.0213 (1) Any person may obtain from the department, upon request, a
20certificate of status for a domestic corporation or a foreign corporation.
AB566,415 21Section 415. 181.0128 (2) (title) of the statutes is repealed.
AB566,416 22Section 416. 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:
AB566,276,3
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.
AB566,276,64 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.
AB566,276,97 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).
AB566,276,1210 (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
.
AB566,417 13Section 417. 181.0128 (3) (title) of the statutes is repealed.
AB566,418 14Section 418. 181.0128 (3) of the statutes is renumbered 181.0213 (3).
AB566,419 15Section 419. 181.0128 (4) of the statutes is repealed.
AB566,420 16Section 420. 181.0128 (5) (title) of the statutes is repealed.
AB566,421 17Section 421. 181.0128 (5) of the statutes is renumbered 181.0213 (5) and
18amended to read:
AB566,276,2219 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.
AB566,422 23Section 422. 181.0128 (6) (title) of the statutes is repealed.
AB566,423 24Section 423. 181.0128 (6) of the statutes is renumbered 181.0213 (6).
AB566,424 25Section 424. 181.0141 (4) of the statutes is amended to read:
AB566,277,7
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.
AB566,425 8Section 425 . 181.0141 (5) of the statutes is repealed.
AB566,426 9Section 426. 181.0162 of the statutes is created to read:
AB566,277,15 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).
AB566,427 16Section 427 . 181.0163 of the statutes is created to read:
AB566,277,20 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.
AB566,428 21Section 428 . Subchapter II (title) of chapter 181 [precedes 181.0201] of the
22statutes is amended to read:
AB566,277,2323 CHAPTER 181
AB566,278,224 SUBCHAPTER II
25formation;

1articles of INCORPORATION
2 and other filings
AB566,429 3Section 429 . 181.0202 (1) (d) of the statutes is amended to read:
AB566,278,54 181.0202 (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.
AB566,430 6Section 430. 181.0203 (1) of the statutes is amended to read:
AB566,278,97 181.0203 (1) When corporate existence begins. The corporate existence
8begins when the articles of incorporation become effective under s. 181.0123
9181.0209.
AB566,431 10Section 431. 181.0208 of the statutes is created to read:
AB566,278,13 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:
AB566,278,1414 (a) The filing of the record must be required or permitted by this chapter.
AB566,278,1615 (b) The record must be physically delivered in written form unless and to the
16extent the department permits electronic delivery of records.
AB566,278,1917 (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.
AB566,278,2120 (d) The record must be signed by a person authorized or required under this
21chapter to sign the record.
AB566,278,2522 (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.
AB566,279,1
1(f) The record must contain the name of the drafter, if required by s. 182.01 (3).
AB566,279,4 2(1m) The department may waive any of the requirements of sub. (1) (a) to (f)
3if it appears from the face of the document that the document's failure to satisfy the
4requirement is immaterial.
AB566,279,8 5(2) If law other than this chapter prohibits the disclosure by the department
6of information contained in a record delivered to the department for filing, the
7department shall file the record if the record otherwise complies with this chapter
8but may redact the information.
AB566,279,11 9(3) When a record is delivered to the department for filing, any fee required
10under this chapter and any fee, interest, or penalty required to be paid to the
11department must be paid in a manner permitted by the department.
AB566,432 12Section 432. 181.0210 of the statutes is created to read:
AB566,279,16 13181.0210 Withdrawal of filed record before effectiveness. (1) Except as
14otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and
15181.1173 (2), a record delivered to the department for filing may be withdrawn before
16it takes effect by delivering to the department for filing a statement of withdrawal.
AB566,279,17 17(2) A statement of withdrawal must satisfy all of the following:
AB566,279,1918 (a) It must be signed by each person that signed the record being withdrawn,
19except as otherwise agreed by those persons.
AB566,279,2020 (b) It must identify the record to be withdrawn.
AB566,279,2321 (c) If signed by fewer than all the persons that signed the record being
22withdrawn, it must state that the record is withdrawn in accordance with the
23agreement of all the persons that signed the record.
AB566,279,25 24(3) On filing by the department of a statement of withdrawal, the action or
25transaction evidenced by the original record does not take effect.
AB566,433
1Section 433. 181.0211 of the statutes is created to read:
AB566,280,4 2181.0211 Correcting filed record. (1) A person on whose behalf a filed
3record was delivered to the department for filing may correct the record if any of the
4following applies:
AB566,280,55 (a) The record at the time of filing was inaccurate.
AB566,280,66 (b) The record was defectively signed.
AB566,280,77 (c) The electronic transmission of the record to the department was defective.
AB566,280,9 8(2) To correct a filed record, a person on whose behalf the record was delivered
9to the department must deliver to the department for filing a statement of correction.
AB566,280,10 10(3) (a) A statement of correction may not state a delayed effective date.
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