AB854,188 21Section 188. 180.0143 of the statutes is created to read:
AB854,204,25 22180.0143 Withdrawal of filed documents before effectiveness. (1)
23Except as otherwise provided in ss. 180.11031 (2) and (3) and 180.1173 (2), a
24document delivered to the department for filing may be withdrawn before it takes
25effect by delivering to the department for filing a statement of withdrawal.
AB854,205,1
1(2) A statement of withdrawal must satisfy all of the following:
AB854,205,32 (a) It must be signed by each person that signed the document being
3withdrawn, except as otherwise agreed by those persons.
AB854,205,44 (b) It must identify the document to be withdrawn.
AB854,205,75 (c) If signed by fewer than all the persons that signed the document being
6withdrawn, it must state that the document is withdrawn in accordance with the
7agreement of all the persons that signed the document.
AB854,205,9 8(3) On filing by the department of a statement of withdrawal, the action or
9transaction evidenced by the original document does not take effect.
AB854,189 10Section 189. 180.0144 of the statutes is created to read:
AB854,205,16 11180.0144 Relation to electronic signatures in global and national
12commerce act.
This chapter modifies, limits, and supersedes the Electronic
13Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
14modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize
15electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
167003
(b).
AB854,190 17Section 190 . 180.0145 of the statutes is created to read:
AB854,205,21 18180.0145 Forum selection provisions. The articles of incorporation or the
19bylaws may require, consistent with applicable jurisdictional requirements, that
20any or all claims pertaining to the internal affairs of the corporation shall be brought
21solely and exclusively in the courts in this state.
AB854,191 22Section 191 . 180.0202 (1) (h) of the statutes is amended to read:
AB854,205,2423 180.0202 (1) (h) The street address of the corporation's initial registered office
24and the name and e-mail address of its initial registered agent at that office.
AB854,192 25Section 192. 180.0401 (1) (a) 3. of the statutes is created to read:
AB854,206,4
1180.0401 (1) (a) 3. May not contain language stating or implying that the entity
2is organized for a purpose subject to regulation under another statute of this state,
3unless its purpose is not prohibited by, and the entity is subject to all the limitations
4of, the other statute.
AB854,193 5Section 193. 180.0401 (2) (a) 1. of the statutes is repealed and recreated to
6read:
AB854,206,97 180.0401 (2) (a) 1. Any name of an existing person whose formation required
8the filing of a record by the department and which is not at the time administratively
9dissolved.
AB854,194 10Section 194. 180.0401 (2) (a) 2. of the statutes is amended to read:
AB854,206,1411 180.0401 (2) (a) 2. A corporate Any name reserved or registered under s.
12178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403
13183.0113, or 183.0114 or other law of this state providing for the reservation or
14registration of a name by a filing of a record by the department
.
AB854,195 15Section 195. 180.0401 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.
AB854,196 16Section 196. 180.0401 (2) (a) 9. of the statutes is amended to read:
AB854,206,1917 180.0401 (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
.
AB854,197 20Section 197. 180.0401 (3) (a) of the statutes is amended to read:
AB854,207,221 180.0401 (3) (a) The other corporation or the foreign corporation, limited
22liability company, nonprofit or nonstock corporation, limited partnership, limited
23liability partnership, foreign limited 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.
AB854,198 3Section 198. 180.0401 (3m) of the statutes is created to read:
AB854,207,124 180.0401 (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.
AB854,199 13Section 199. 180.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
AB854,207,2115 180.0401 (4) (intro.) A corporation may use in this state the name, including
16the fictitious name, that is used in this state by another domestic corporation or a
17foreign corporation authorized to transact business in this state , or by a limited
18liability company, nonprofit or nonstock corporation, limited partnership, limited
19liability partnership, foreign limited liability partnership, general cooperative
20association, or limited cooperative association,
if the corporation proposing to use the
21name has done any of the following:
AB854,207,2222 (a) Merged with the other domestic corporation or foreign corporation entity.
AB854,207,2423 (b) Been formed by reorganization of the other domestic corporation or foreign
24corporation
entity.
AB854,200 25Section 200. 180.0402 of the statutes is amended to read:
AB854,208,9
1180.0402 Reserved Reservation of name. (1) A person may reserve the
2exclusive use of a corporate name, including a fictitious name for a foreign
3corporation whose corporate name is not available, by delivering an application to
4the department for filing or by making a telephone application. The application shall
5include the name and address of the applicant and the name proposed to be reserved.
6If the department finds that the corporate name applied for under this subsection is
7available, the department shall reserve the name for the applicant's exclusive use for
8a 120-day period, which may be renewed by the applicant or a transferee under sub.
9(2) from time to time.
AB854,208,14 10(2) A person who has the right to exclusive use of a reserved corporate name
11under sub. (1) may transfer the reservation to another person by delivering to the
12department a written and signed notice in a record of the transfer that states the
13name and address of the transferee person to which the reservation is being
14transferred
.
AB854,201 15Section 201. 180.0403 (title) of the statutes is amended to read:
AB854,208,16 16180.0403 (title) Registered Registration of name.
AB854,202 17Section 202. 180.0403 (1) (a) of the statutes is amended to read:
AB854,208,2318 180.0403 (1) (a) A foreign corporation that has not obtained a certificate of
19authority to transact business in this state under subch. XV
may register its
20corporate name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name
21is distinguishable upon on the records of the department from the names described
22in
that are not available under s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation
23delivers to the department for filing an application complying with par. (b)
4.
AB854,203 24Section 203. 180.0403 (1) (b) of the statutes is repealed and recreated to read:
AB854,209,6
1180.0403 (1) (b) To register its name or a fictitious name adopted pursuant to
2s. 180.1506 (1), a foreign corporation must deliver to the department for filing an
3application stating the foreign corporation's name, the jurisdiction and the date of
4its formation, and any fictitious name adopted pursuant to s. 180.1506 (1). If the
5department finds that the name applied for is available, the department shall
6register the name for the applicant's exclusive use.
AB854,204 7Section 204. 180.0403 (1) (c) of the statutes is amended to read:
AB854,209,98 180.0403 (1) (c) The registration of a name under this section expires annually
9on
December 31. The
AB854,209,15 10(d) A foreign corporation whose name registration is effective may renew its the
11registration by delivering to the department for filing a renewal application, which
12complies with par. (b)
, between October 1 and December 31 of each year that the
13registration is in effect. The, a renewal application that complies with this section.
14When filed, the
renewal application when filed renews the registration for the next
15year.
AB854,205 16Section 205. 180.0501 of the statutes is renumbered 180.0501 (1m), and
17180.0501 (1m) (intro.), (b) and (c), as renumbered, are amended to read:
AB854,209,2518 180.0501 (1m) (intro.) Each corporation shall continuously designate and
19maintain in this state a registered office and registered agent in this state. The
20designation of a registered agent is an affirmation of the fact by the corporation that
21the agent has consented to serve
. The registered office may, but need not, be the same
22as any of its the corporation's places of business. The registered office must be an
23actual physical location with a street address and not solely a post office box, mailbox
24service, or telephone answering service.
The registered agent shall be any of the
25following:
AB854,210,5
1(b) A domestic corporation, a nonprofit or nonstock corporation, a limited
2liability company,
limited partnership, a or limited liability partnership, or a limited
3liability company, incorporated or organized in this state or that has in effect a
4statement of qualification under s. 178.0901,
whose business office is identical with
5the registered office.
AB854,210,96 (c) A foreign corporation, nonprofit or nonstock corporation, limited
7partnership, registered limited liability partnership, or limited liability company if
8that entity is
authorized to transact business in this state whose and the entity's
9business office is identical with the registered office.
AB854,206 10Section 206. 180.0501 (2m) and (3m) of the statutes are created to read:
AB854,210,1211 180.0501 (2m) A registered agent for a corporation must have an e-mail
12address and a place of business or activity in this state.
AB854,210,14 13(3m) The only duties under this chapter of a registered agent that has complied
14with this chapter are the following:
AB854,210,1715 (a) To forward to the corporation at the address most recently supplied to the
16agent by the corporation any process, notice, or demand pertaining to the corporation
17which is served on or received by the agent.
AB854,210,2018 (b) If the registered agent resigns, to provide the notice required by s. 180.0503
19to the corporation at the address most recently supplied to the agent by the
20corporation.
AB854,210,2221 (c) To keep current the information with respect to the agent in the articles of
22incorporation.
AB854,207 23Section 207. 180.0502 (1) (intro.) of the statutes is amended to read:
AB854,211,3
1180.0502 (1) (intro.) A corporation may change its registered office or
2registered agent, or both, by doing any delivering to the department for filing a
3statement of change that states all
of the following:
AB854,208 4Section 208 . 180.0502 (1) (a) of the statutes is repealed and recreated to read:
AB854,211,55 180.0502 (1) (a) The name of the corporation or foreign corporation.
AB854,209 6Section 209 . 180.0502 (1) (b) of the statutes is repealed and recreated to read:
AB854,211,87 180.0502 (1) (b) The information that is to be in effect as a result of the filing
8of the statement of change.
AB854,210 9Section 210. 180.0502 (1) (c) of the statutes is repealed.
AB854,211 10Section 211. 180.0502 (1m) and (1r) of the statutes are created to read:
AB854,211,1311 180.0502 (1m) A statement of change under this section designating a new
12registered agent is an affirmation of fact by the corporation that the agent has
13consented to serve.
AB854,211,15 14(1r) As an alternative to using the procedure in this section, a corporation may
15amend or restate its articles of incorporation.
AB854,212 16Section 212. 180.0502 (2) of the statutes is repealed.
AB854,213 17Section 213. 180.0502 (3) of the statutes is renumbered 180.0502 (3) (intro.)
18and amended to read:
AB854,212,219 180.0502 (3) (intro.) If the name or e-mail address of a registered agent
20changes or if the street address of a registered agent's business office changes, the
21registered agent may change the name or e-mail address of the registered agent or
22street address of the registered office of any corporation for which he, she, or it is the
23registered agent. To make a change under this subsection, the registered agent shall
24notify the corporation in writing of the change and deliver to the department for filing

1a signed statement of change that complies with sub. (2) and recites that the
2corporation has been notified of the change. and states all of the following:
AB854,214 3Section 214. 180.0502 (3) (a), (b) and (c) of the statutes are created to read:
AB854,212,54 180.0502 (3) (a) The name of the corporation represented by the registered
5agent.
AB854,212,76 (b) The name, e-mail address, and street address of the agent as currently
7shown in the records of the department for the corporation.
AB854,212,88 (c) The new name, new e-mail address, or new street address of the agent.
AB854,215 9Section 215. 180.0502 (5) of the statutes is created to read:
AB854,212,1210 180.0502 (5) A registered agent promptly shall furnish notice to the
11represented corporation of the filing by the department of the statement of change
12and the changes made by the statement.
AB854,216 13Section 216. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB854,212,1715 180.0503 (1) (intro.) The A registered agent of a corporation may resign as
16agent for a corporation
by signing and delivering to the department for filing a
17statement of resignation that includes states all of the following information:
AB854,212,1818 (a) The name of the corporation for which the registered agent is acting.
AB854,212,1919 (b) The name of the registered agent.
AB854,212,2120 (c) The street address of the corporation's current registered office and its
21principal office to which the department will send the notice required by sub. (2).
AB854,212,2322 (d) A statement that That the registered agent resigns from serving as
23registered agent for the corporation
.
AB854,217 24Section 217. 180.0503 (4) and (5) of the statutes are created to read:
AB854,213,5
1180.0503 (4) When a statement of resignation takes effect, the registered agent
2ceases to have responsibility under this chapter for any matter thereafter tendered
3to it as agent for the corporation. The resignation does not affect any contractual
4rights the corporation has against the agent or that the agent has against the
5corporation.
AB854,213,7 6(5) A registered agent may resign with respect to a corporation whether or not
7the corporation is in good standing.
AB854,218 8Section 218 . 180.0504 (1) of the statutes is repealed and recreated to read:
AB854,213,139 180.0504 (1) A corporation may be served with any process, notice, or demand
10required or permitted by law by serving its registered agent. The department may
11serve any written notice required or authorized under this chapter by e-mailing it
12to the registered agent's e-mail address on file with the department, and such notice
13shall be effective as provided in s. 180.0141.
AB854,219 14Section 219. 180.0504 (2) (intro.), (a) and (c) of the statutes are amended to
15read:
AB854,213,2216 180.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no
17registered agent or the its registered agent cannot with reasonable diligence be
18served, the corporation may be served by registered or certified mail, return receipt
19requested, or by similar delivery service, addressed to the corporation at its principal
20office. Service is perfected under this subsection , as shown on the records of the
21department on the date of sending. Service is perfected under this subsection
at the
22earliest of the following:
AB854,213,2423 (a) The date on which the corporation receives the mail or delivery by the
24commercial delivery service
.
AB854,214,3
1(c) Five days after its deposit it is deposited in the U.S. mail, or with the
2commercial delivery service,
if mailed postpaid and correctly addressed and with
3sufficient postage or payment
.
AB854,220 4Section 220. 180.0504 (3) of the statutes is amended to read:
AB854,214,175 180.0504 (3) If process, notice, or demand in an action cannot be served on a
6corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the
7individual in charge of any regular place of business or activity of the corporation if
8the individual served is not a plaintiff in the action.
Except as provided in s. 180.1421
9(2m) (b), if the address of the corporation's principal office cannot be determined from
10the records held by of the department, the corporation may be served by publishing
11a class 3 notice, under ch. 985, in the community where the corporation's principal
12office or registered office, as most recently designated in the records of the
13department, is located. If the address of the corporation's principal office cannot be
14determined from the records of the department, the corporation may be served by
15publishing a class 3 notice, under ch. 985, in the community where the corporation's
16principal office or registered office, as most recently designated in the records of the
17department, is located.
AB854,221 18Section 221 . 180.0504 (3m) of the statutes is created to read:
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