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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.
AB566,280,1111 (b) A statement of correction must satisfy all of the following:
AB566,280,1212 1. It must be signed by the person correcting the filed record.
AB566,280,1313 2. It must identify the filed record to be corrected.
AB566,280,1414 3. It must specify the inaccuracy or defect to be corrected.
AB566,280,1515 4. It must correct the inaccuracy or defect.
AB566,280,19 16(4) A statement of correction is effective as of the effective date of the filed
17record that it corrects except as to persons relying on the uncorrected filed record and
18adversely affected by the correction. For those purposes and as to those persons, the
19statement of correction is effective when filed.
AB566,434 20Section 434. 181.0212 of the statutes is created to read:
AB566,280,24 21181.0212 Duty of department to file; review of refusal to file; delivery
22of record by department.
(1) The department shall file a record delivered to the
23department for filing which satisfies this chapter. The duty of the department under
24this section is ministerial.
AB566,281,4
1(2) When the department files a record, the department shall record it as filed
2on the date of its delivery. After filing a record, the department shall deliver to the
3person that submitted the record a copy of the record with an acknowledgment of the
4date of filing.
AB566,281,6 5(3) If the department refuses to file a record, the department shall, not later
6than 5 business days after the record is delivered, do all of the following:
AB566,281,87 (a) Return the record or notify the person that submitted the record of the
8refusal.
AB566,281,99 (b) Provide a brief explanation in a record of the reason for the refusal.
AB566,281,13 10(4) If the department refuses to file a record, the person that submitted the
11record may petition the circuit court to compel filing of the record. The record and
12the explanation of the department of the refusal to file must be attached to the
13petition. The court may decide the matter in a summary proceeding.
AB566,281,17 14(5) If a record that has been refused for filing by the department is resubmitted
15and filed by the department, the effective date of the filed record is the date that the
16resubmitted record is received by the department for filing or a delayed effective date
17specified in the resubmitted record in accordance with s. 181.0209 (2).
AB566,281,19 18(6) The filing of or refusal to file a record does not create a presumption of any
19of the following:
AB566,281,2020 (a) That the record does or does not conform to the requirements of this chapter.
AB566,281,2121 (b) That the information contained in the record is correct or incorrect.
AB566,281,24 22(7) Except as otherwise provided by s. 181.0504 or 181.1510 or by law other
23than this chapter, the department may deliver any record to a person by delivering
24it in any of the following ways:
AB566,281,2525 (a) In person to the person that submitted it.
AB566,282,1
1(b) To the e-mail or street address of the person's registered agent.
AB566,282,22 (c) To the principal office of the person.
AB566,282,33 (d) To another address the person provides to the department for delivery.
AB566,435 4Section 435. 181.0214 (1) of the statutes is created to read:
AB566,282,75 181.0214 (1) A corporation or foreign corporation authorized to transact
6business in this state shall deliver to the department for filing an annual report that
7states all of the following:
AB566,282,88 (a) The name of the corporation or foreign corporation.
AB566,282,109 (b) The street and e-mail address of its registered office in this state and the
10name of its registered agent at that office.
AB566,282,1111 (c) The street address of its principal office.
AB566,282,1212 (d) The name and address of each director and principal officer.
AB566,282,1413 (e) In the case of a foreign corporation, the jurisdiction of its governing law and
14any fictitious name adopted under s. 181.1506 (1).
AB566,436 15Section 436. 181.0214 (5) of the statutes is created to read:
AB566,282,1916 181.0214 (5) If an annual report contains a registered office or registered agent
17which differs from the information shown in the records of the department
18immediately before the report becomes effective, the differing information is
19considered a statement of change under s. 181.0502 or 181.1508.
AB566,437 20Section 437. 181.0401 (1) (a) 1. of the statutes is amended to read:
AB566,282,2521 181.0401 (1) (a) 1. Shall Must contain the word “corporation", “incorporated",
22“company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd." or a variation
23of these
words or abbreviations, of like import in another language, except as
24provided in par. (b), or that differs only with respect to capitalization of letters or
25punctuation
.
AB566,438
1Section 438. 181.0401 (1) (a) 3. of the statutes is created to read:
AB566,283,52 181.0401 (1) (a) 3. May not contain language stating or implying that the entity
3is organized for a purpose subject to regulation under another statute of this state,
4unless its purpose is not prohibited by, and the entity is subject to all the limitations
5of, the other statute.
AB566,439 6Section 439. 181.0401 (2) (a) 1. of the statutes is repealed and recreated to
7read:
AB566,283,108 181.0401 (2) (a) 1. Any name of an existing person whose formation required
9the filing of a record by the department and which is not at the time administratively
10dissolved.
AB566,440 11Section 440. 181.0401 (2) (a) 3. of the statutes is amended to read:
AB566,283,1412 181.0401 (2) (a) 3. A Any name reserved or registered under this chapter or
13ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the
14reservation or registration of a name by a filing of a record by the department
.
AB566,441 15Section 441. 181.0401 (2) (a) 6., 7. and 8. of the statutes are repealed.
AB566,442 16Section 442. 181.0401 (2) (a) 9. of the statutes is amended to read:
AB566,283,1917 181.0401 (2) (a) 9. The Any name of a limited liability partnership formed
18under the laws of, or registered in, this state
whose statement of qualification is in
19effect
.
AB566,443 20Section 443. 181.0401 (3) (a) of the statutes is amended to read:
AB566,284,221 181.0401 (3) (a) The other corporation or the foreign corporation, limited
22liability company, stock corporation, limited partnership, limited liability
23partnership, foreign limited liability partnership, general cooperative association, or
24unincorporated limited cooperative association consents to the use in writing and
25submits an undertaking in a form satisfactory to the department to change its name

1to a name that is distinguishable upon the records of the department from the name
2of the applicant or to cancel the registration or reservation.
AB566,444 3Section 444. 181.0401 (3m) of the statutes is created to read:
AB566,284,124 181.0401 (3m) In determining whether a name is the same as or not
5distinguishable on the records of the department from the name of another person,
6words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
7“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
8partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
9partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
10“limited liability company," “LLC," “cooperative association," or “cooperative," or a
11variation of these abbreviations that differs only with respect to capitalization of
12letters or punctuation, may not be taken into account.
AB566,445 13Section 445. 181.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
AB566,284,2115 181.0401 (4) Corporate reorganizations. (intro.) A corporation may in this
16state
use the name, including the fictitious name, that is used in this state by another
17domestic or foreign corporation or stock corporation authorized to transact business
18in this state, or a limited liability company, limited partnership, limited liability
19partnership, foreign limited liability partnership, general cooperative association, or
20limited cooperative association,
if the corporation proposing to use the name has
21done any of the following:
AB566,284,2322 (a) Merged with the other domestic or foreign corporation or stock corporation
23entity.
AB566,284,2524 (b) Been formed by reorganization of the other domestic or foreign corporation
25or stock corporation
entity.
AB566,446
1Section 446. 181.0402 (title) of the statutes is amended to read:
AB566,285,2 2181.0402 (title) Reserved Reservation of name.
AB566,447 3Section 447. 181.0402 (1) (title) of the statutes is repealed.
AB566,448 4Section 448. 181.0402 (1) of the statutes is amended to read:
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