SB566: Bill Text

SB566,277,20 181.0163 Forum selection provisions. The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation be brought solely and exclusively in the courts in this state.

SB566,428 Section 428 . Subchapter II (title) of chapter 181 [precedes 181.0201] of the statutes is amended to read:

SB566,277,23 CHAPTER 181

SB566,278,2 SUBCHAPTER II formation; articles of INCORPORATION and other filings

SB566,429 Section 429 . 181.0202 (1) (d) of the statutes is amended to read:

SB566,278,5 181.0202 (1) (d) The street address of the corporation's initial registered office and the name and e-mail address of its initial registered agent at that office.

SB566,430 Section 430. 181.0203 (1) of the statutes is amended to read:

SB566,278,9 181.0203 (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0123 181.0209.

SB566,431 Section 431. 181.0208 of the statutes is created to read:

SB566,278,13 181.0208 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:

SB566,278,14 (a) The filing of the record must be required or permitted by this chapter.

SB566,278,16 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

SB566,278,19 (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.

SB566,278,21 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

SB566,278,25 (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.

SB566,279,1 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

SB566,279,4 (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.

SB566,279,8 (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.

SB566,279,11 (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.

SB566,432 Section 432. 181.0210 of the statutes is created to read:

SB566,279,16 181.0210 Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in ss. 181.1103 (2m) and (3m), 181.1133 (2), 181.1163 (2), and 181.1173 (2), a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

SB566,279,17 (2) A statement of withdrawal must satisfy all of the following:

SB566,279,19 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

SB566,279,20 (b) It must identify the record to be withdrawn.

SB566,279,23 (c) If signed by fewer than all the persons that signed the record being withdrawn, it must state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.

SB566,279,25 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

SB566,433 Section 433. 181.0211 of the statutes is created to read:

SB566,280,4 181.0211 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

SB566,280,5 (a) The record at the time of filing was inaccurate.

SB566,280,6 (b) The record was defectively signed.

SB566,280,7 (c) The electronic transmission of the record to the department was defective.

SB566,280,9 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

SB566,280,10 (3) (a) A statement of correction may not state a delayed effective date.

SB566,280,11 (b) A statement of correction must satisfy all of the following:

SB566,280,12 1. It must be signed by the person correcting the filed record.

SB566,280,13 2. It must identify the filed record to be corrected.

SB566,280,14 3. It must specify the inaccuracy or defect to be corrected.

SB566,280,15 4. It must correct the inaccuracy or defect.

SB566,280,19 (4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

SB566,434 Section 434. 181.0212 of the statutes is created to read:

SB566,280,24 181.0212 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

SB566,281,4 (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing.

SB566,281,6 (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

SB566,281,8 (a) Return the record or notify the person that submitted the record of the refusal.

SB566,281,9 (b) Provide a brief explanation in a record of the reason for the refusal.

SB566,281,13 (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.

SB566,281,17 (5) If a record that has been refused for filing by the department is resubmitted and filed by the department, the effective date of the filed record is the date that the resubmitted record is received by the department for filing or a delayed effective date specified in the resubmitted record in accordance with s. 181.0209 (2).

SB566,281,19 (6) The filing of or refusal to file a record does not create a presumption of any of the following:

SB566,281,20 (a) That the record does or does not conform to the requirements of this chapter.

SB566,281,21 (b) That the information contained in the record is correct or incorrect.

SB566,281,24 (7) Except as otherwise provided by s. 181.0504 or 181.1510 or by law other than this chapter, the department may deliver any record to a person by delivering it in any of the following ways:

SB566,281,25 (a) In person to the person that submitted it.

SB566,282,1 (b) To the e-mail or street address of the person's registered agent.

SB566,282,2 (c) To the principal office of the person.

SB566,282,3 (d) To another address the person provides to the department for delivery.

SB566,435 Section 435. 181.0214 (1) of the statutes is created to read:

SB566,282,7 181.0214 (1) A corporation or foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states all of the following:

SB566,282,8 (a) The name of the corporation or foreign corporation.

SB566,282,10 (b) The street and e-mail address of its registered office in this state and the name of its registered agent at that office.

SB566,282,11 (c) The street address of its principal office.

SB566,282,12 (d) The name and address of each director and principal officer.

SB566,282,14 (e) In the case of a foreign corporation, the jurisdiction of its governing law and any fictitious name adopted under s. 181.1506 (1).

SB566,436 Section 436. 181.0214 (5) of the statutes is created to read:

SB566,282,19 181.0214 (5) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 181.0502 or 181.1508.

SB566,437 Section 437. 181.0401 (1) (a) 1. of the statutes is amended to read:

SB566,282,25 181.0401 (1) (a) 1. Shall Must contain the word “corporation", “incorporated", “company" or “limited" or the abbreviation “corp.", “inc.", “co." or “ltd." or a variation of these words or abbreviations, of like import in another language, except as provided in par. (b), or that differs only with respect to capitalization of letters or punctuation.

SB566,438 Section 438. 181.0401 (1) (a) 3. of the statutes is created to read:

SB566,283,5 181.0401 (1) (a) 3. May not contain language stating or implying that the entity is organized for a purpose subject to regulation under another statute of this state, unless its purpose is not prohibited by, and the entity is subject to all the limitations of, the other statute.

SB566,439 Section 439. 181.0401 (2) (a) 1. of the statutes is repealed and recreated to read:

SB566,283,10 181.0401 (2) (a) 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

SB566,440 Section 440. 181.0401 (2) (a) 3. of the statutes is amended to read:

SB566,283,14 181.0401 (2) (a) 3. A Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

SB566,441 Section 441. 181.0401 (2) (a) 6., 7. and 8. of the statutes are repealed.

SB566,442 Section 442. 181.0401 (2) (a) 9. of the statutes is amended to read:

SB566,283,19 181.0401 (2) (a) 9. The Any name of a limited liability partnership formed under the laws of, or registered in, this state whose statement of qualification is in effect.

SB566,443 Section 443. 181.0401 (3) (a) of the statutes is amended to read:

SB566,284,2 181.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or unincorporated limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant or to cancel the registration or reservation.

SB566,444 Section 444. 181.0401 (3m) of the statutes is created to read:

SB566,284,12 181.0401 (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

SB566,445 Section 445. 181.0401 (4) (intro.), (a) and (b) of the statutes are amended to read:

SB566,284,21 181.0401 (4) Corporate reorganizations. (intro.) A corporation may in this state use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business in this state, or a limited liability company, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the corporation proposing to use the name has done any of the following:

SB566,284,23 (a) Merged with the other domestic or foreign corporation or stock corporation entity.

SB566,284,25 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation entity.

SB566,446 Section 446. 181.0402 (title) of the statutes is amended to read:

SB566,285,2 181.0402 (title) Reserved Reservation of name.

SB566,447 Section 447. 181.0402 (1) (title) of the statutes is repealed.

SB566,448 Section 448. 181.0402 (1) of the statutes is amended to read:

SB566,285,12 181.0402 (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time.

SB566,449 Section 449. 181.0402 (2) (title) of the statutes is repealed.