SB566,178 10Section 178. 180.0125 (1) of the statutes is amended to read:
SB566,201,1611 180.0125 (1) Upon receipt of a document by the department for filing, the
12department shall stamp or otherwise endorse the date of receipt on the original, the
13document copy and, upon request, any additional document copy received. The
14department shall return any additional document copy to the person delivering it,
15as confirmation of the date of receipt. The duty of the department under this section
16is ministerial.
SB566,179 17Section 179. 180.0125 (2) (b) of the statutes is renumbered 180.0125 (2) (b)
18(intro.) and amended to read:
SB566,201,2319 180.0125 (2) (b) (intro.) If a domestic corporation or foreign corporation is in
20default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (yr)
21with respect to any of the following documents, the department shall refuse to file
22any document relating to the domestic corporation or foreign corporation until all
23delinquent fees are paid by the domestic corporation or foreign corporation.:
SB566,180 24Section 180. 180.0125 (2) (b) 1. to 19. of the statutes are created to read:
SB566,201,2525 180.0125 (2) (b) 1. Articles of incorporation.
SB566,202,1
12. An application for use of indistinguishable name.
SB566,202,22 3. A written application for reserved name or renewal of reserved name.
SB566,202,33 4. A notice of transfer of reserved name or of registered name.
SB566,202,44 5. An application for registered name or renewal of registered name.
SB566,202,55 6. A statement of change of registered office.
SB566,202,66 7. Amendment of articles of incorporation.
SB566,202,87 8. Restatement of articles of incorporation with or without amendment of
8articles.
SB566,202,99 9. Articles of merger, conversion, interest exchange, or domestication.
SB566,202,1010 10. Articles of dissolution.
SB566,202,1111 11. Articles of revocation of dissolution.
SB566,202,1212 12. An application for reinstatement following administrative dissolution.
SB566,202,1313 13. Certificate of reinstatement.
SB566,202,1414 14. Certificate of judicial dissolution.
SB566,202,1515 15. An application for certificate of authority.
SB566,202,1616 16. An application for amended certificate of authority.
SB566,202,1717 17. An application for certificate of withdrawal.
SB566,202,1818 18. An annual report of a domestic corporation or foreign corporation.
SB566,202,1919 19. Articles of correction.
SB566,181 20Section 181. 180.0125 (4) (intro.) and (a) of the statutes are consolidated,
21renumbered 180.0125 (4) (intro.) and amended to read:
SB566,202,2522 180.0125 (4) (intro.) Except as provided in s. 180.0203 (2), the department's
23filing of a document, or refusal to file, a document does not do any of the following:
24(a) Affect
affect the validity or invalidity of the document in whole or part. and does
25not create a presumption of any of the following:
SB566,182
1Section 182. 180.0125 (4) (am) of the statutes is created to read:
SB566,203,32 180.0125 (4) (am) That the document does or does not conform to the
3requirements of this chapter.
SB566,183 4Section 183. 180.0125 (4) (b) of the statutes is repealed.
SB566,184 5Section 184. 180.0125 (4) (c) of the statutes is amended to read:
SB566,203,76 180.0125 (4) (c) Create a presumption that the document is valid or invalid or
7that
That the information contained in the document is correct or incorrect.
SB566,185 8Section 185 . 180.0128 (2) (b) 5. of the statutes is amended to read:
SB566,203,119 180.0128 (2) (b) 5. The foreign corporation has not applied for a certificate of
10withdrawal under s. 180.1520 and is not the subject of a proceeding under s. 180.1531
11to revoke
, if not, the effective date of its certificate of authority.
SB566,186 12Section 186 . 180.0141 (title), (1), (2) and (3) of the statutes are repealed and
13recreated to read:
SB566,203,15 14180.0141 (title) Knowledge; notice. (1) A person knows a fact if any of the
15following applies:
SB566,203,1616 (a) The person has actual knowledge of the fact.
SB566,203,1717 (b) The person is deemed to know the fact under law other than this chapter.
SB566,203,19 18(2) A person has notice of a fact if the person has reason to know the fact from
19all the facts known to the person at the time in question.
SB566,203,23 20(3) Subject to s. 180.0504 or the law other than this chapter, a person notifies
21another person of a fact by taking steps reasonably required to inform the other
22person in ordinary course, whether or not those steps cause the other person to know
23the fact.
SB566,187 24Section 187 . 180.0141 (5) (a) (intro.) of the statutes is amended to read:
SB566,204,4
1180.0141 (5) (a) (intro.) This subsection applies to notice that is required under
2this chapter and that is made subject to this subsection by express reference to this
3subsection.
Except as provided in par. (b) and ss. 180.0807 (2) and 180.0843 (1),
4written notice is effective at the earliest of the following:
SB566,188 5Section 188 . 180.0141 (5) (a) 4. of the statutes is repealed and recreated to
6read:
SB566,204,87 180.0141 (5) (a) 4. For notices from the department, upon successful
8transmission by e-mail as provided in this chapter.
SB566,189 9Section 189 . 180.0141 (6) and (7) of the statutes are created to read:
SB566,204,1110 180.0141 (6) (a) A person shall give notice in writing, except as provided in par.
11(b). For purposes of this section, notice by electronic transmission is written notice.
SB566,204,1312 (b) A person may give oral notice if oral notice is permitted by the articles of
13incorporation or bylaws and not otherwise prohibited by this chapter.
SB566,204,20 14(7) Except as provided in s. 180.0721 (4) or unless otherwise provided in the
15articles of incorporation or bylaws, notice may be communicated in person; by mail
16or other method of delivery; by telephone, including voice mail, answering machine
17or answering service; or by any other electronic means. If these forms of personal
18notice are impracticable, notice may be communicated by a newspaper of general
19circulation in the area where published, or by radio, television, or other form of public
20broadcast communication.
SB566,190 21Section 190. 180.0143 of the statutes is created to read:
SB566,204,25 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.
SB566,205,1
1(2) A statement of withdrawal must satisfy all of the following:
SB566,205,32 (a) It must be signed by each person that signed the document being
3withdrawn, except as otherwise agreed by those persons.
SB566,205,44 (b) It must identify the document to be withdrawn.
SB566,205,75 (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.
SB566,205,9 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.
SB566,191 10Section 191. 180.0144 of the statutes is created to read:
SB566,205,16 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).
SB566,192 17Section 192 . 180.0145 of the statutes is created to read:
SB566,205,21 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.
SB566,193 22Section 193 . 180.0202 (1) (h) of the statutes is amended to read:
SB566,205,2423 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.
SB566,194 25Section 194. 180.0401 (1) (a) 3. of the statutes is created to read:
SB566,206,4
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.
SB566,195 5Section 195. 180.0401 (2) (a) 1. of the statutes is repealed and recreated to
6read:
SB566,206,97 180.0401 (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.
SB566,196 10Section 196. 180.0401 (2) (a) 2. of the statutes is amended to read:
SB566,206,1411 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
.
SB566,197 15Section 197. 180.0401 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.
SB566,198 16Section 198. 180.0401 (2) (a) 9. of the statutes is amended to read:
SB566,206,1917 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
.
SB566,199 20Section 199. 180.0401 (3) (a) of the statutes is amended to read:
SB566,207,221 180.0401 (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.
SB566,200 3Section 200. 180.0401 (3m) of the statutes is created to read:
SB566,207,124 180.0401 (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.
SB566,201 13Section 201. 180.0401 (4) (intro.), (a) and (b) of the statutes are amended to
14read:
SB566,207,2115 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:
SB566,207,2222 (a) Merged with the other domestic corporation or foreign corporation entity.
SB566,207,2423 (b) Been formed by reorganization of the other domestic corporation or foreign
24corporation
entity.
SB566,202 25Section 202. 180.0402 of the statutes is amended to read:
SB566,208,9
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.
SB566,208,14 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
.
SB566,203 15Section 203. 180.0403 (title) of the statutes is amended to read:
SB566,208,16 16180.0403 (title) Registered Registration of name.
SB566,204 17Section 204. 180.0403 (1) (a) of the statutes is amended to read:
SB566,208,2318 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.
SB566,205 24Section 205. 180.0403 (1) (b) of the statutes is repealed and recreated to read:
SB566,209,6
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.
SB566,206 7Section 206. 180.0403 (1) (c) of the statutes is amended to read:
SB566,209,98 180.0403 (1) (c) The registration of a name under this section expires annually
9on
December 31. The
SB566,209,15 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.
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