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.
(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.
(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.
258,432
Section
432. 181.0210 of the statutes is created to read:
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.
(2) A statement of withdrawal must satisfy all of the following:
(a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.
(b) It must identify the record to be withdrawn.
(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.
(3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.