SB566: Bill Text

SB566,203,11 180.0128 (2) (b) 5. The foreign corporation has not applied for a certificate of withdrawal under s. 180.1520 and is not the subject of a proceeding under s. 180.1531 to revoke, if not, the effective date of its certificate of authority.

SB566,186 Section 186 . 180.0141 (title), (1), (2) and (3) of the statutes are repealed and recreated to read:

SB566,203,15 180.0141 (title) Knowledge; notice. (1) A person knows a fact if any of the following applies:

SB566,203,16 (a) The person has actual knowledge of the fact.

SB566,203,17 (b) The person is deemed to know the fact under law other than this chapter.

SB566,203,19 (2) A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

SB566,203,23 (3) Subject to s. 180.0504 or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

SB566,187 Section 187 . 180.0141 (5) (a) (intro.) of the statutes is amended to read:

SB566,204,4 180.0141 (5) (a) (intro.) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Except as provided in par. (b) and ss. 180.0807 (2) and 180.0843 (1), written notice is effective at the earliest of the following:

SB566,188 Section 188 . 180.0141 (5) (a) 4. of the statutes is repealed and recreated to read:

SB566,204,8 180.0141 (5) (a) 4. For notices from the department, upon successful transmission by e-mail as provided in this chapter.

SB566,189 Section 189 . 180.0141 (6) and (7) of the statutes are created to read:

SB566,204,11 180.0141 (6) (a) A person shall give notice in writing, except as provided in par. (b). For purposes of this section, notice by electronic transmission is written notice.

SB566,204,13 (b) A person may give oral notice if oral notice is permitted by the articles of incorporation or bylaws and not otherwise prohibited by this chapter.

SB566,204,20 (7) Except as provided in s. 180.0721 (4) or unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person; by mail or other method of delivery; by telephone, including voice mail, answering machine or answering service; or by any other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

SB566,190 Section 190. 180.0143 of the statutes is created to read:

SB566,204,25 180.0143 Withdrawal of filed documents before effectiveness. (1) Except as otherwise provided in ss. 180.11031 (2) and (3) and 180.1173 (2), a document delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a statement of withdrawal.

SB566,205,1 (2) A statement of withdrawal must satisfy all of the following:

SB566,205,3 (a) It must be signed by each person that signed the document being withdrawn, except as otherwise agreed by those persons.

SB566,205,4 (b) It must identify the document to be withdrawn.

SB566,205,7 (c) If signed by fewer than all the persons that signed the document being withdrawn, it must state that the document is withdrawn in accordance with the agreement of all the persons that signed the document.

SB566,205,9 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original document does not take effect.

SB566,191 Section 191. 180.0144 of the statutes is created to read:

SB566,205,16 180.0144 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

SB566,192 Section 192 . 180.0145 of the statutes is created to read:

SB566,205,21 180.0145 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 shall be brought solely and exclusively in the courts in this state.

SB566,193 Section 193 . 180.0202 (1) (h) of the statutes is amended to read:

SB566,205,24 180.0202 (1) (h) 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.

SB566,194 Section 194. 180.0401 (1) (a) 3. of the statutes is created to read:

SB566,206,4 180.0401 (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.

SB566,195 Section 195. 180.0401 (2) (a) 1. of the statutes is repealed and recreated to read:

SB566,206,9 180.0401 (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.

SB566,196 Section 196. 180.0401 (2) (a) 2. of the statutes is amended to read:

SB566,206,14 180.0401 (2) (a) 2. A corporate Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

SB566,197 Section 197. 180.0401 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.

SB566,198 Section 198. 180.0401 (2) (a) 9. of the statutes is amended to read:

SB566,206,19 180.0401 (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.

SB566,199 Section 199. 180.0401 (3) (a) of the statutes is amended to read:

SB566,207,2 180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited 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.

SB566,200 Section 200. 180.0401 (3m) of the statutes is created to read:

SB566,207,12 180.0401 (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.

SB566,201 Section 201. 180.0401 (4) (intro.), (a) and (b) of the statutes are amended to read:

SB566,207,21 180.0401 (4) (intro.) A corporation may use in this state the name, including the fictitious name, that is used in this state by another domestic corporation or a foreign corporation authorized to transact business in this state , or by a limited liability company, nonprofit or nonstock corporation, 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:

SB566,207,22 (a) Merged with the other domestic corporation or foreign corporation entity.

SB566,207,24 (b) Been formed by reorganization of the other domestic corporation or foreign corporation entity.

SB566,202 Section 202. 180.0402 of the statutes is amended to read:

SB566,208,9 180.0402 Reserved Reservation of name. (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.

SB566,208,14 (2) A person who has the right to exclusive use of a reserved corporate name under sub. (1) may transfer the reservation to another person by delivering to the department a written and signed notice in a record of the transfer that states the name and address of the transferee person to which the reservation is being transferred.

SB566,203 Section 203. 180.0403 (title) of the statutes is amended to read:

SB566,208,16 180.0403 (title) Registered Registration of name.

SB566,204 Section 204. 180.0403 (1) (a) of the statutes is amended to read:

SB566,208,23 180.0403 (1) (a) A foreign corporation that has not obtained a certificate of authority to transact business in this state under subch. XV may register its corporate name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name is distinguishable upon on the records of the department from the names described in that are not available under s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation delivers to the department for filing an application complying with par. (b) 4.

SB566,205 Section 205. 180.0403 (1) (b) of the statutes is repealed and recreated to read:

SB566,209,6 180.0403 (1) (b) To register its name or a fictitious name adopted pursuant to s. 180.1506 (1), a foreign corporation must deliver to the department for filing an application stating the foreign corporation's name, the jurisdiction and the date of its formation, and any fictitious name adopted pursuant to s. 180.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

SB566,206 Section 206. 180.0403 (1) (c) of the statutes is amended to read:

SB566,209,9 180.0403 (1) (c) The registration of a name under this section expires annually on December 31. The

SB566,209,15 (d) A foreign corporation whose name registration is effective may renew its the registration by delivering to the department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The, a renewal application that complies with this section. When filed, the renewal application when filed renews the registration for the next year.

SB566,207 Section 207. 180.0501 of the statutes is renumbered 180.0501 (1m), and 180.0501 (1m) (intro.), (b) and (c), as renumbered, are amended to read:

SB566,209,25 180.0501 (1m) (intro.) Each corporation shall continuously designate and maintain in this state a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of its the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

SB566,210,5 (b) A domestic corporation, a nonprofit or nonstock corporation, a limited liability company, limited partnership, a or limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB566,210,9 (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state whose and the entity's business office is identical with the registered office.

SB566,208 Section 208. 180.0501 (2m) and (3m) of the statutes are created to read:

SB566,210,12 180.0501 (2m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

SB566,210,14 (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB566,210,17 (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

SB566,210,20 (b) If the registered agent resigns, to provide the notice required by s. 180.0503 to the corporation at the address most recently supplied to the agent by the corporation.

SB566,210,22 (c) To keep current the information with respect to the agent in the articles of incorporation.

SB566,209 Section 209. 180.0502 (1) (intro.) of the statutes is amended to read:

SB566,211,3 180.0502 (1) (intro.) A corporation may change its registered office or registered agent, or both, by doing any delivering to the department for filing a statement of change that states all of the following:

SB566,210 Section 210 . 180.0502 (1) (a) of the statutes is repealed and recreated to read:

SB566,211,5 180.0502 (1) (a) The name of the corporation or foreign corporation.

SB566,211 Section 211 . 180.0502 (1) (b) of the statutes is repealed and recreated to read:

SB566,211,8 180.0502 (1) (b) The information that is to be in effect as a result of the filing of the statement of change.

SB566,212 Section 212. 180.0502 (1) (c) of the statutes is repealed.

SB566,213 Section 213. 180.0502 (1m) and (1r) of the statutes are created to read:

SB566,211,13 180.0502 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

SB566,211,15 (1r) As an alternative to using the procedure in this section, a corporation may amend or restate its articles of incorporation.

SB566,214 Section 214. 180.0502 (2) of the statutes is repealed.

SB566,215 Section 215. 180.0502 (3) of the statutes is renumbered 180.0502 (3) (intro.) and amended to read:

SB566,212,2 180.0502 (3) (intro.) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement of change that complies with sub. (2) and recites that the corporation has been notified of the change. and states all of the following:

SB566,216 Section 216. 180.0502 (3) (a), (b) and (c) of the statutes are created to read:

SB566,212,5 180.0502 (3) (a) The name of the corporation represented by the registered agent.

SB566,212,7 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

SB566,212,8 (c) The new name, new e-mail address, or new street address of the agent.

SB566,217 Section 217. 180.0502 (5) of the statutes is created to read:

SB566,212,12 180.0502 (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

SB566,218 Section 218. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are amended to read:

SB566,212,17 180.0503 (1) (intro.) The A registered agent of a corporation may resign as agent for a corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

SB566,212,18 (a) The name of the corporation for which the registered agent is acting.