SB566: Bill Text

SB566,402 Section 402. 181.0107 of the statutes is created to read:

SB566,274,4 181.0107 Governing law. The law of this state governs all of the following:

SB566,274,5 (1) The internal affairs of a corporation.

SB566,274,7 (2) The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation.

SB566,403 Section 403. 181.0120 of the statutes is repealed.

SB566,404 Section 404. 181.0121 (1) (a) 3. of the statutes is amended to read:

SB566,274,11 181.0121 (1) (a) 3. A domestic corporation's or foreign corporation's annual report under s. 181.1622 181.0214.

SB566,405 Section 405. 181.0121 (1) (a) 4. of the statutes is repealed.

SB566,406 Section 406. 181.0121 (1) (b) of the statutes is amended to read:

SB566,274,16 181.0121 (1) (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520, and 181.1622 181.0214, respectively.

SB566,407 Section 407. 181.0122 of the statutes is repealed.

SB566,408 Section 408 . 181.0123 of the statutes is renumbered 181.0209, and 181.0209 (title), (1) (a) (intro.) and (b) and (2), as renumbered, are amended to read:

SB566,274,23 181.0209 (title) Effective date and time of document. (1) (a) (intro.) Except as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

SB566,275,3 (b) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 181.0125 (1) 181.0212 (2).

SB566,275,9 (2) Delayed effective date and time. A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

SB566,409 Section 409. 181.0124 of the statutes is repealed.

SB566,410 Section 410 . 181.0125 of the statutes is repealed.

SB566,411 Section 411 . 181.0126 of the statutes is repealed.

SB566,412 Section 412. 181.0128 (title) of the statutes is renumbered 181.0213 (title) and amended to read:

SB566,275,15 181.0213 (title) Confirmation Certificate of status.

SB566,413 Section 413. 181.0128 (1) (title) of the statutes is repealed.

SB566,414 Section 414. 181.0128 (1) of the statutes is renumbered 181.0213 (1) and amended to read:

SB566,275,20 181.0213 (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation.

SB566,415 Section 415. 181.0128 (2) (title) of the statutes is repealed.

SB566,416 Section 416. 181.0128 (2) of the statutes is renumbered 181.0213 (2), and 181.0213 (2) (b) 1., 3. and 5. and (c), as renumbered, are amended to read:

SB566,276,3 181.0213 (2) (b) 1. The domestic corporation is incorporated under the laws a corporation whose governing law is the law of this state, or the foreign corporation is authorized to transact business in this state.

SB566,276,6 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.1622 181.0214.

SB566,276,9 5. The foreign corporation has not applied filed an application for a certificate of withdrawal under s. 181.1520 and is not the subject of a proceeding under s. 181.1531 to revoke its certificate of authority (2).

SB566,276,12 (c) The domestic corporation's effective date of incorporation and the period of its duration if less than perpetual its articles of incorporation or the foreign corporation's effective date of its certificate of authority.

SB566,417 Section 417. 181.0128 (3) (title) of the statutes is repealed.

SB566,418 Section 418. 181.0128 (3) of the statutes is renumbered 181.0213 (3).

SB566,419 Section 419. 181.0128 (4) of the statutes is repealed.

SB566,420 Section 420. 181.0128 (5) (title) of the statutes is repealed.

SB566,421 Section 421. 181.0128 (5) of the statutes is renumbered 181.0213 (5) and amended to read:

SB566,276,22 181.0213 (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.

SB566,422 Section 422. 181.0128 (6) (title) of the statutes is repealed.

SB566,423 Section 423. 181.0128 (6) of the statutes is renumbered 181.0213 (6).

SB566,424 Section 424. 181.0141 (4) of the statutes is amended to read:

SB566,277,7 181.0141 (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.

SB566,425 Section 425 . 181.0141 (5) of the statutes is repealed.

SB566,426 Section 426. 181.0162 of the statutes is created to read:

SB566,277,15 181.0162 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).

SB566,427 Section 427 . 181.0163 of the statutes is created to read:

SB566,277,20 181.0163 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.

SB566,428 Section 428 . Subchapter II (title) of chapter 181 [precedes 181.0201] of the statutes is amended to read:

SB566,277,23 CHAPTER 181

SB566,278,2 SUBCHAPTER II formation; articles of INCORPORATION and other filings

SB566,429 Section 429 . 181.0202 (1) (d) of the statutes is amended to read:

SB566,278,5 181.0202 (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.

SB566,430 Section 430. 181.0203 (1) of the statutes is amended to read:

SB566,278,9 181.0203 (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0123 181.0209.

SB566,431 Section 431. 181.0208 of the statutes is created to read:

SB566,278,13 181.0208 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:

SB566,278,14 (a) The filing of the record must be required or permitted by this chapter.

SB566,278,16 (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

SB566,278,19 (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.

SB566,278,21 (d) The record must be signed by a person authorized or required under this chapter to sign the record.

SB566,278,25 (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.

SB566,279,1 (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

SB566,279,4 (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.

SB566,279,8 (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.

SB566,279,11 (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.

SB566,432 Section 432. 181.0210 of the statutes is created to read:

SB566,279,16 181.0210 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.

SB566,279,17 (2) A statement of withdrawal must satisfy all of the following:

SB566,279,19 (a) It must be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons.

SB566,279,20 (b) It must identify the record to be withdrawn.

SB566,279,23 (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.

SB566,279,25 (3) On filing by the department of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.

SB566,433 Section 433. 181.0211 of the statutes is created to read:

SB566,280,4 181.0211 Correcting filed record. (1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if any of the following applies:

SB566,280,5 (a) The record at the time of filing was inaccurate.

SB566,280,6 (b) The record was defectively signed.

SB566,280,7 (c) The electronic transmission of the record to the department was defective.

SB566,280,9 (2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.

SB566,280,10 (3) (a) A statement of correction may not state a delayed effective date.

SB566,280,11 (b) A statement of correction must satisfy all of the following:

SB566,280,12 1. It must be signed by the person correcting the filed record.

SB566,280,13 2. It must identify the filed record to be corrected.

SB566,280,14 3. It must specify the inaccuracy or defect to be corrected.

SB566,280,15 4. It must correct the inaccuracy or defect.

SB566,280,19 (4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

SB566,434 Section 434. 181.0212 of the statutes is created to read:

SB566,280,24 181.0212 Duty of department to file; review of refusal to file; delivery of record by department. (1) The department shall file a record delivered to the department for filing which satisfies this chapter. The duty of the department under this section is ministerial.

SB566,281,4 (2) When the department files a record, the department shall record it as filed on the date of its delivery. After filing a record, the department shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date of filing.

SB566,281,6 (3) If the department refuses to file a record, the department shall, not later than 5 business days after the record is delivered, do all of the following:

SB566,281,8 (a) Return the record or notify the person that submitted the record of the refusal.

SB566,281,9 (b) Provide a brief explanation in a record of the reason for the refusal.

SB566,281,13 (4) If the department refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.