258,419
Section
419. 181.0128 (4) of the statutes is repealed.
258,420
Section
420. 181.0128 (5) (title) of the statutes is repealed.
258,421
Section
421. 181.0128 (5) of the statutes is renumbered 181.0213 (5) and amended to read:
181.0213 (5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.
258,422
Section
422. 181.0128 (6) (title) of the statutes is repealed.
258,423
Section
423. 181.0128 (6) of the statutes is renumbered 181.0213 (6).
258,424
Section
424. 181.0141 (4) of the statutes is amended to read:
181.0141 (4) Address to be used. Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic corporation or foreign corporation at its principal office. With respect to a foreign corporation that has not yet filed an annual report under s. 181.1622 181.0214, the address of the foreign corporation's principal office may be determined from its application for a certificate of authority.
258,425
Section 425
. 181.0141 (5) of the statutes is repealed.
258,426
Section
426. 181.0162 of the statutes is created to read:
181.0162 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).
258,427
Section 427
. 181.0163 of the statutes is created to read:
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.
258,428
Section 428
. Subchapter II (title) of chapter 181 [precedes 181.0201] of the statutes is amended to read:
CHAPTER 181
SUBCHAPTER II
formation;
articles of INCORPORATION
and other filings
258,429
Section 429
. 181.0202 (1) (d) of the statutes is amended to read:
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.
258,430
Section
430. 181.0203 (1) of the statutes is amended to read:
181.0203 (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0123 181.0209.
258,431
Section
431. 181.0208 of the statutes is created to read:
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:
(a) The filing of the record must be required or permitted by this chapter.
(b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.
(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.
(d) The record must be signed by a person authorized or required under this chapter to sign the record.
(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.
(f) The record must contain the name of the drafter, if required by s. 182.01 (3).
(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.