How to File a Wisconsin LLC or Corporation Amendment

Running a business is no easy task. You have a lot to keep up with as technology evolves and the marketplace creates new challenges daily. You also have to remember that you might need to amend your Wisconsin limited liability company’s (LLC) Articles of Organization or your corporation’s Articles of Incorporation when you change your business.

Staying compliant with Wisconsin state law is vital to your business’s success. Running a small business and trying to comply with state law can be tough and stressful. But don’t worry; we’re here to help. Let’s take a closer look at how to file an amendment to your Wisconsin business documents and how we can make the process easier.

Amending a Wisconsin LLC Articles of Organization

Need to amend a Wisconsin LLC? We’ll show you how in this section. If you need to make changes to a Wisconsin corporation, then please keep scrolling to the section titled “Amending a Wisconsin LLC Articles of Organization.”

Step 1: Determine if you need to amend your Articles of Organization

In Wisconsin, the Articles of Organization is the document that formally creates your LLC; until you file one, your business won’t technically exist. This form asks for a lot of basic information about your business, such as:

• Your LLC name
• Name, email, and address of the registered agent
• Principal office address
• Name and address of each organizer
• Name of the person drafting the form
• Signature of one or more organizers
• Contact information for the person to address questions about the form
• Other provisions you wish to include

Generally speaking, if you need to make changes to any of this information, you’ll need to amend your Articles of Organization.

Step 2: Identify and gather the information you need to amend

LLCs can use the Amendment to the Articles of Organization form to make changes to their Articles of Organization. The Amendment lets you change a variety of information, including:

• LLC’s name
• Registered agent
• Registered agent address
• Management type
• Any other information in the Articles of Organization 

You can also make changes to any of the provisions you added.

Before you start the filing process, it’s highly recommended that you gather the information you’ll be amending. For example, if you’re updating your name, you’ll need to confirm your previous name and check that you’ve got the right spelling and business designator.

The Wisconsin Department of Financial Institutions (DFI) doesn’t allow you to file Amended Articles of Organization in certain circumstances. You may not amend the Articles of Organization if you change members or managers, organizers, or owners. Wisconsin wants you to use your Wisconsin operating agreement to set out that information. The DFI also indicates that they don’t accept operating agreements for filing.

You can mail a copy of the amendment or walk it into the DFI in Madison, WI. Wisconsin uses other forms for you to file in other situations, which we’ll cover in other sections of this guide.

Why should I update my Articles of Organization?

Wisconsin law requires you to file Articles of Organization to reap the benefits of forming an LLC. However, businesses aren’t stagnant. You’ll change essential elements of your business from time to time as market conditions and other circumstances change. Wisconsin law requires you to report those changes to the DFI.

Your Articles of Organization become public record once you file them with the state. The DFI files them as public record so that any member of the public can look at them for any number of reasons, including updated contact information, learning who your LLC’s Wisconsin registered agent is for service of process, or for compliance and auditing purposes. As a result, this information needs to be up to date.

Are there penalties if I don’t?

If you want the benefits that the state confers upon LLCs, the state expects you to comply with the law. Otherwise, the DFI might not issue a Certificate of Status for your LLC. A Wisconsin Certificate of Status (known as a Certificate of Good Standing in other states) is the official document produced by the DFI that shows the current status of your LLC. You can request the long-form Certificate of Status if you want additional information about your LLC included. The Certificate of Status doesn’t indicate your LLC’s financial status. It only gives the status of your LLC as known to the DFI. 

The DFI can’t give your LLC a Certificate of Status if you’re out of compliance with state law. Falling out of compliance can be detrimental to your business. You might have a very difficult time finding capital or receiving financing. Also, you can’t register your LLC in another state if you can’t get a Certificate of Status from the DFI. As a result, you might miss out on a golden opportunity to expand your business.

Step 3: File your amendment with the Department of Financial Institutions

Next, you need to file your paperwork. You can do so online or by paper. For paper, you’ll need to file by downloading Form 504, “Amendment to Articles of Organization Limited Liability Company,” filling it out, and mailing it or dropping it off in person at the DFI’s office.

At the time of this writing, the form costs $40 to submit. For an additional $25, you can have your order expedited. Expedited requests are processed by the end of the following business day. Mark the request “For Expedited Service” by checking the corresponding box in the upper right corner. Fees are subject to change, so check the DFI website for the latest fee schedule.

Once your paperwork is processed, it goes into effect and becomes part of the public record.

Amending a Wisconsin Corporation Articles of Incorporation

Need to make changes to a Wisconsin corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Wisconsin, new corporations need to file the Articles of Incorporation to get started; the business doesn’t officially exist until the paperwork is filed. The Articles of Incorporation requests a variety of information, including:

• Name of the corporation
• Number of shares the corporation can issue
• Name, email, and address of the registered agent
• Name and address of each incorporator
• Any additional provisions you wish to include
• Signature of an incorporator
• Contact information for the person to contact with questions about the form

Generally speaking, if you need to make changes to this information, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

In Wisconsin, the Amendment to the Articles of Incorporation is the form you’ll use to amend your corporation. This form lets you change a variety of information, such as:

• Business name
• Principal address
• Stock information
• Officers and directors
• Addresses of officers and directors

It’s helpful to gather this information before you dive into the filing process. For example, if you’re going to make changes to your shares, you’ll want to confirm how many shares you originally issued, their classes, and the updated numbers and classes you’ll have. Knowing this information from the start will help streamline your filing process.

Wisconsin also asks for information about the vote that approved the amendment, such as whether the shareholders approved it or the vote was approved by the directors without the need for shareholders’ approval. Make sure you have this info on hand, too.

Step 3: File your amendment with the Department of Financial Institutions

Now, it’s time to file the amendment paperwork. Wisconsin provides the form “Amendment to the Articles of Incorporation, Business Corporation” to complete. You can file this form by downloading a paper copy. You’ll need to fill out the information you gathered in Step 2 and submit the form to the Department of Financial Institution’s office by mail or in person.

At the time of this filing, there’s a $40 fee for this form. As with LLCs, you can expedite the filing for an additional $25. Once the paperwork is processed, it’ll be added to the public record and your amendment will go into effect.

Wisconsin Articles of Amendment vs. Restated Articles of Organization or Articles of Incorporation

The difference between the two is subtle, yet important. Amending Articles of Organization changes the LLC or corporation with each filing. Restating the Articles of Organization or Articles of Incorporation brings all of the amendments together, along with the initial filing, into one document. That document is the current version of your LLC or corporation.

Wisconsin Articles of Amendment vs. Articles of Correction

Knowing when to file Articles of Correction instead of Articles of Amendment is important. In Wisconsin, filing Articles of Correction is the only way to correct a mistake. Mistakes may include:

• Information that was incorrect when you filed the original document
• The document was defectively executed
• The attestation, seal, verification, or acknowledgment was wrong

You can’t use Articles of Correction to cancel or reverse Articles of Dissolution or any other previously filed document.

The DFI provides a form for you to file Articles of Correction. LLCs and corporations use the same form and pay a $40 filing fee. You can’t file this document online. Rather, you need to mail it or deliver it in person. You can ask for expedited service. The state tacks on an additional fee for expedited service. 

Wisconsin Articles of Amendment vs. Statement of Change

If you only need to change your registered agent information, you don’t have to use the Articles of Amendment form; instead, you have the option to use the Statement of Change for Registered Agent and/or Registered Office form. Both LLCs and corporations use the same form. This filing is a bit cheaper ($25 at the time of this writing), but it lets you change the name or address of your registered agent. But if you’ve got more complicated changes to make on top of changing your agent, you’ll stick with the Amendment of the Articles of Incorporation or Amendment of the Articles of Organization form.

Let us keep your Wisconsin business compliant 

We all need help sometimes. We can help you remain in compliance with Wisconsin’s LLC or corporation amendment laws. If you just want help filing Articles of Amendment to your LLC or corporation, our amendment service will help you file your Articles of Amendment quickly and easily. We also offer a full-fledged Worry-Free Compliance service, which includes two amendments annually. Get in touch with us today to see how we can help your Wisconsin business run smoothly.