In addition, the bill specifies that it does not preclude a governmental unit of
this state from specifying additional requirements for the retention of any document
subject to its jurisdiction. It is unclear how this provision relates to other provisions
of the bill which provide that an electronic document satisfies any retention
requirement as long as specified requirements relating to accuracy and accessibility

are also satisfied. It is also unclear whether this provision grants rule-making
authority or merely references any authority that may exist currently. Also,
although it is unclear from the text whether this provision applies to
nongovernmental documents or only to documents in the possession of a
governmental unit, the official comments imply that the provision is intended to
apply to nongovernmental documents that are subject to a governmental unit's
jurisdiction.
Evidence
Under this bill, a document or signature may not be excluded as evidence solely
because it is in electronic form. This provision confirms the treatment of electronic
documents and signatures under current law.
Automated transactions
This bill validates contracts formed in automated transactions by the
interaction of automated agents of the parties or by the interaction of one party's
automated agent and an individual. Under current law, it is possible to argue that
an automated transaction may not result in an enforceable contract because, at the
time of the transaction, either or both of the parties lack an expression of human
intent to form the contract.
Time and location of electronic sending and receipt
Under this bill, an electronic document is sent when the electronic document
a) is addressed or otherwise properly directed to an information processing system
that the intended recipient has designated or uses for the purpose of receiving
electronic documents or information of the type sent and from which the recipient is
able to retrieve the electronic document; b) is in a form capable of being processed by
that information processing system; and c) enters an information processing system
outside of the control of the sender or enters a region of the information processing
system used or designated by the recipient that is under the recipient's control. An
electronic document is received when the electronic document enters and is in a form
capable of being processed by an information processing system that the recipient
has designated or uses for the purpose of receiving electronic documents or
information of the type sent and from which the recipient is able to retrieve the
electronic document. The bill permits the parties to a transaction to agree to alter
the effect of these provisions with respect to the transaction. Under the bill, an
electronic document may be received even if no individual is aware of its receipt.
Furthermore, under the bill, an electronic acknowledgment of receipt from the
information processing system used or designated by the recipient establishes that
the electronic document was received but does not establish that the information
sent is the same as the information received.
These provisions may be interpreted to alter laws under which the date of
receipt of a public record submitted for filing is the date on which a paper copy is
received or postmarked, so that the date of electronic filing constitutes the date of
receipt instead. However, as noted earlier, this bill specifically states that it applies
only to transactions between parties each of which has agreed to conduct
transactions by electronic means. Although the definition of "transaction" may be
interpreted broadly to include a typical governmental action like the filing of a

document, the prefatory note and comments to UETA imply that a narrower
interpretation is intended which covers only the actions of the government as a
market participant. If the narrower interpretation applies, then these provisions
will likely have no effect upon the filing of most public records.
Under this bill, an electronic document is deemed to be sent from the sender's
place of business that has the closest relationship to the underlying transaction and
to be received at the recipient's place of business that has the closest relationship to
the underlying transaction. If the sender or recipient does not have a place of
business, the electronic document is deemed to be sent or received from the sender's
or recipient's residence. The bill also permits a sender to expressly provide in an
electronic document that the document is deemed to be sent from a different location.
The bill also permits the parties to a transaction to agree to alter the effect of these
provisions on the transaction. To the extent that an electronic document may
constitute a sale, with the seller receiving payment electronically, these provisions
may be interpreted to permit a seller to argue that a sale occurred in a jurisdiction
where the seller is not subject to a tax that would otherwise be imposed under
Wisconsin law. However, the official comments imply that this interpretation is not
intended.
In addition, under the bill, if a person is aware that an electronic document
purportedly sent or purportedly received in compliance with these provisions was not
actually sent or received, the legal effect of the sending or receipt is determined by
other applicable law. Although the official comments are silent on the meaning of
this provision, it is likely intended to give a court direction as to what law to apply
to determine the legal effect when there is a failure to send or receive an electronic
document in the manner provided under the bill.
Transferable records
This bill expands current law with regard to transactions involving the use of
transferable records (electronic versions of certain documents under the Uniform
Commercial Code). Although current law under E-sign only permits the use of
transferrable records in transactions secured by real property, this bill permits the
use of transferable records in any transaction in which a promissory note or
document of title under the Uniform Commercial Code may be used. Under this bill,
an electronic document qualifies as a transferable record only if the issuer of the
electronic document expressly agrees that the electronic document is a transferable
record.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB404, s. 1 1Section 1. 16.61 (7) (d) of the statutes is created to read:
SB404,12,32 16.61 (7) (d) This subsection does not apply to public records governed by s.
3137.20.
SB404, s. 2
1Section 2. 16.611 (2) (e) of the statutes is created to read:
SB404,13,32 16.611 (2) (e) This subsection does not apply to public records governed by s.
3137.20.
SB404, s. 3 4Section 3. 16.612 (2) (c) of the statutes is created to read:
SB404,13,65 16.612 (2) (c) This subsection does not apply to documents or public records
6governed by s. 137.20.
SB404, s. 4 7Section 4. Chapter 137 (title) of the statutes is amended to read:
SB404,13,108 CHAPTER 137
9 authentications AND ELECTRONIC
10 TRANSACTIONS AND records
SB404, s. 5 11Section 5. Subchapter I (title) of chapter 137 [precedes s. 137.01] of the
12statutes is amended to read:
SB404,13,1313 CHAPTER 137
SB404,13,1714 SUBCHAPTER I
15 NOTARIES AND COMMISSIONERS
16 OF DEEDS; NONELECTRONIC
17 NOTARIZATION AND ACKNOWLEDGEMENT
SB404, s. 6 18Section 6. 137.01 (3) (a) of the statutes is amended to read:
SB404,13,2419 137.01 (3) (a) Every Except as authorized in s. 137.19, every notary public shall
20provide an engraved official seal which makes a distinct and legible impression or
21official rubber stamp which makes a distinct and legible imprint on paper. The
22impression of the seal or the imprint of the rubber stamp shall state only the
23following: "Notary Public," "State of Wisconsin" and the name of the notary. But any
24notarial seal in use on August 1, 1959, shall be considered in compliance.
SB404, s. 7 25Section 7. 137.01 (4) (a) of the statutes is amended to read:
SB404,14,3
1137.01 (4) (a) Every official act of a notary public shall be attested by the notary
2public's written signature or electronic signature, as defined in s. 137.04 (2) 137.11
3(8)
.
SB404, s. 8 4Section 8. 137.01 (4) (b) of the statutes is amended to read:
SB404,14,115 137.01 (4) (b) All Except as authorized in s. 137.19, all certificates of
6acknowledgments of deeds and other conveyances, or any written instrument
7required or authorized by law to be acknowledged or sworn to before any notary
8public, within this state, shall be attested by a clear impression of the official seal or
9imprint of the rubber stamp of said officer, and in addition thereto shall be written
10or stamped either the day, month and year when the commission of said notary public
11will expire, or that such commission is permanent.
SB404, s. 9 12Section 9. Subchapter II (title) of chapter 137 [precedes 137.04] of the statutes
13is amended to read:
SB404,14,1414 CHAPTER 137
SB404,14,1915 subchAPTER ii
16 ELECTRONIC SIGNATURES
17TRANSACTIONS AND records;
18 Electronic notarization
19 and acknowledgement
SB404, s. 10 20Section 10. 137.04 of the statutes is repealed.
SB404, s. 11 21Section 11. 137.05 of the statutes is renumbered 137.25 and amended to read:
SB404,15,4 22137.25 Submission of written documents records to governmental
23units
. Unless otherwise prohibited by law, with the consent of a governmental unit
24of this state that is to receive a record,
any document record that is required by law
25to be submitted in writing to a that governmental unit and that requires a written

1signature may be submitted by transforming the document into as an electronic
2format, but only with the consent of the governmental unit that is to receive the
3document
record, and if submitted as an electronic record may incorporate an
4electronic signature
.
SB404, s. 12 5Section 12. 137.06 of the statutes is repealed.
SB404, s. 13 6Section 13. 137.11 to 137.24 of the statutes are created to read:
SB404,15,7 7137.11 Definitions. In this subchapter:
SB404,15,11 8(1) "Agreement" means the bargain of the parties in fact, as found in their
9language or inferred from other circumstances and from rules, regulations, and
10procedures given the effect of agreements under laws otherwise applicable to a
11particular transaction.
SB404,15,16 12(2) "Automated transaction" means a transaction conducted or performed, in
13whole or in part, by electronic means or by the use of electronic records, in which the
14acts or records of one or both parties are not reviewed by an individual in the ordinary
15course in forming a contract, performing under an existing contract, or fulfilling an
16obligation required by the transaction.
SB404,15,19 17(3) "Computer program" means a set of statements or instructions to be used
18directly or indirectly in an information processing system in order to bring about a
19certain result.
SB404,15,21 20(4) "Contract" means the total legal obligation resulting from the parties'
21agreement as affected by this subchapter and other applicable law.
SB404,15,23 22(5) "Electronic" means relating to technology having electrical, digital,
23magnetic, wireless, optical, electromagnetic, or similar capabilities.
SB404,16,2 24(6) "Electronic agent" means a computer program or an electronic or other
25automated means used independently to initiate an action or respond to electronic

1records or performances in whole or in part, without review or action by an
2individual.
SB404,16,4 3(7) "Electronic record" means a record that is created, generated, sent,
4communicated, received, or stored by electronic means.
SB404,16,7 5(8) "Electronic signature" means an electronic sound, symbol, or process
6attached to or logically associated with a record and executed or adopted by a person
7with the intent to sign the record.
SB404,16,8 8(9) "Governmental unit" means:
SB404,16,129 (a) An agency, department, board, commission, office, authority, institution, or
10instrumentality of the federal government or of a state or of a political subdivision
11of a state or special purpose district within a state, regardless of the branch or
12branches of government in which it is located.
SB404,16,1313 (b) A political subdivision of a state or special purpose district within a state.
SB404,16,1414 (c) An association or society to which appropriations are made by law.
SB404,16,1715 (d) Any body within one or more of the entities specified in pars. (a) to (c) that
16is created or authorized to be created by the constitution, by law, or by action of one
17or more of the entities specified in pars. (a) to (c).
SB404,16,1818 (e) Any combination of any of the entities specified in pars. (a) to (d).
SB404,16,20 19(10) "Information" means data, text, images, sounds, codes, computer
20programs, software, databases, or the like.
SB404,16,22 21(11) "Information processing system" means an electronic system for creating,
22generating, sending, receiving, storing, displaying, or processing information.
SB404,16,24 23(12) "Record" means information that is inscribed on a tangible medium or that
24is stored in an electronic or other medium and is retrievable in perceivable form.
SB404,17,6
1(13) "Security procedure" means a procedure employed for the purpose of
2verifying that an electronic signature, record, or performance is that of a specific
3person or for detecting changes or errors in the information in an electronic record.
4The term includes a procedure that requires the use of algorithms or other codes,
5identifying words or numbers, encryption, callback, or other acknowledgment
6procedures.
SB404,17,11 7(14) "State" means a state of the United States, the District of Columbia,
8Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
9to the jurisdiction of the United States. The term includes an Indian tribe or band,
10or Alaskan native village, which is recognized by federal law or formally
11acknowledged by a state.
SB404,17,14 12(15) "Transaction" means an action or set of actions occurring between 2 or
13more persons relating to the conduct of business, commercial, or governmental
14affairs.
SB404,17,17 15137.12 Application. (1) Except as otherwise provided in sub. (2) and except
16in ss. 137.25 and 137.26, this subchapter applies to electronic records and electronic
17signatures relating to a transaction.
SB404,17,19 18(2) Except as otherwise provided in sub. (3), this subchapter does not apply to
19a transaction to the extent it is governed by:
SB404,17,2120 (a) Any law governing the execution of wills or the creation of testamentary
21trusts; or
SB404,17,2222 (b) Chapters 401 and 403 to 410, other than ss. 401.107 and 401.206.
SB404,17,25 23(3) This subchapter applies to an electronic record or electronic signature
24otherwise excluded from the application of this subchapter under sub. (2) to the
25extent it is governed by a law other than those specified in sub. (2).
SB404,18,2
1(4) A transaction subject to this subchapter is also subject to other applicable
2substantive law.
SB404,18,4 3(5) This subchapter applies to the state of Wisconsin, unless otherwise
4expressly provided.
SB404,18,8 5137.13 Use of electronic records and electronic signatures; variation
6by agreement. (1)
This subchapter does not require a record or signature to be
7created, generated, sent, communicated, received, stored, or otherwise processed or
8used by electronic means or in electronic form.
SB404,18,12 9(2) This subchapter applies only to transactions between parties each of which
10has agreed to conduct transactions by electronic means. Whether the parties agree
11to conduct a transaction by electronic means is determined from the context and
12surrounding circumstances, including the parties' conduct.
SB404,18,15 13(3) A party that agrees to conduct a transaction by electronic means may refuse
14to conduct other transactions by electronic means. The right granted by this
15subsection may not be waived by agreement.
SB404,18,19 16(4) Except as otherwise provided in this subchapter, the effect of any provision
17of this subchapter may be varied by agreement. Use of the words "unless otherwise
18agreed," or words of similar import, in this subchapter shall not be interpreted to
19preclude other provisions of this subchapter from being varied by agreement.
SB404,18,21 20(5) Whether an electronic record or electronic signature has legal consequences
21is determined by this subchapter and other applicable law.
SB404,18,22 22137.14 Construction. This subchapter shall be construed and applied:
SB404,18,23 23(1) To facilitate electronic transactions consistent with other applicable law;
SB404,18,25 24(2) To be consistent with reasonable practices concerning electronic
25transactions and with the continued expansion of those practices; and
SB404,19,4
1(3) To effectuate its general purpose to make uniform the law with respect to
2the subject of this subchapter among states enacting laws substantially similar to
3the Uniform Electronic Transactions Act as approved and recommended by the
4National Conference of Commissioners on Uniform State Laws in 1999.
SB404,19,7 5137.15 Legal recognition of electronic records, electronic signatures,
6and electronic contracts. (1)
A record or signature may not be denied legal effect
7or enforceability solely because it is in electronic form.
SB404,19,9 8(2) A contract may not be denied legal effect or enforceability solely because an
9electronic record was used in its formation.
SB404,19,11 10(3) If a law requires a record to be in writing, an electronic record satisfies that
11requirement in that law.
SB404,19,13 12(4) If a law requires a signature, an electronic signature satisfies that
13requirement in that law.
SB404,19,21 14137.16 Provision of information in writing; presentation of records.
15(1)
If parties have agreed to conduct a transaction by electronic means and a law
16requires a person to provide, send, or deliver information in writing to another
17person, a party may satisfy the requirement with respect to that transaction if the
18information is provided, sent, or delivered, as the case may be, in an electronic record
19capable of retention by the recipient at the time of receipt. An electronic record is not
20capable of retention by the recipient if the sender or its information processing
21system inhibits the ability of the recipient to print or store the electronic record.
SB404,19,25 22(2) If a law other than this subchapter requires a record to be posted or
23displayed in a certain manner, to be sent, communicated, or transmitted by a
24specified method, or to contain information that is formatted in a certain manner,
25then:
SB404,20,2
1(a) The record shall be posted or displayed in the manner specified in the other
2law.
SB404,20,43 (b) Except as otherwise provided in sub. (4) (b), the record shall be sent,
4communicated, or transmitted by the method specified in the other law.
SB404,20,65 (c) The record shall contain the information formatted in the manner specified
6in the other law.
SB404,20,8 7(3) If a sender inhibits the ability of a recipient to store or print an electronic
8record, the electronic record is not enforceable against the recipient.
SB404,20,9 9(4) The requirements of this section may not be varied by agreement, but:
SB404,20,1310 (a) To the extent a law other than this subchapter requires information to be
11provided, sent, or delivered in writing but permits that requirement to be varied by
12agreement, the requirement under sub. (1) that the information be in the form of an
13electronic record capable of retention may also be varied by agreement; and
SB404,20,1614 (b) A requirement under a law other than this subchapter to send,
15communicate, or transmit a record by 1st-class or regular mail or with postage
16prepaid may be varied by agreement to the extent permitted by the other law.
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