Registering your corporation in Wisconsin brings many benefits. The state provides a welcoming climate for startups, offering everything from tax credits to development incentives. Establishing this formal business entity takes some work, however. Discover how to create your Wisconsin corporation below.
How do I form a corporation in Wisconsin?
Steps to Incorporate in Wisconsin:
- Name Your Corporation
- Appoint Directors
- Choose a Wisconsin Registered Agent
- File the Wisconsin Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit Your Corporation’s First Report
The definitive step in establishing your Wisconsin corporation comes when you file the Articles of Incorporation with the Department of Financial Institutions. However, you have to jump through a few hoops before and after this point, like choosing a legally permitted name and drafting corporate bylaws. To explain how to start a corporation in Wisconsin, we’ve divided the process into 10 easy steps:
Step 1: Name Your Corporation
Choose a unique name for your Wisconsin business. You also want a unique web domain to match your moniker so that clients can easily find your website. Check domain name availability online. You can then register your domain to secure the rights to use it.
There are also legal requirements when naming your Wisconsin corporation, such as:
- Your name must conclude with one of the following designators: “Company,” “Corporation,” “Incorporated,” or “Limited.” The abbreviations “Corp.”, “Inc.”, “Co.,” or “Ltd.” are also allowed.
- You cannot include the words “Insurance” or “Cooperative” in corporate names. Words associated with certain professional services may have to meet the state’s legal requirements to be used.
- Your name must be distinguishable from other registered business names. Note that indistinguishable elements like possessives, plurals, insignificant words (“the,” “and,” “of”), and designators aren’t enough to make your business name distinct from another. To determine if a name is available, search the state’s business records.
If you want to reserve your Wisconsin corporation name prior to filing your Articles of Incorporation, complete the Name Reservation Application and submit it to the State of Wisconsin’s Department of Financial Institutions, Division of Corporate and Consumer Services (the address is on the form). You must also pay a $15 filing fee, plus $25 if you opt for expedited service. You can also do this online through the Department of Financial Institutions online portal. You will use this again for future purposes, like filing your annual report.
Additionally, you may want to obtain a “doing business as” (DBA) name, which can be used when you want to do business under a name other than the legal one in your Articles of Incorporation. Many states require you to register a DBA before doing business under a different name, but not Wisconsin. However, it is a way to notify the public that you’re using a certain name. A DBA name is referred to as a trade name in Wisconsin. Complete the Registration of Tradename/Trademark form and file it via the online portal or mail it to the address listed on the form. A $15 filing fee is due. If filing by mail, you’ll need to have the form notarized.
Before making the final decision on a business name, make sure it isn’t trademarked. There are federal and state databases you can check online. State trademarks apply only within the borders of a state, but are easier to obtain than federal trademarks. If you want to trademark your business name for use outside of Wisconsin, visit the United States Patent and Trademark Office (USPTO) website. Check here for information on Wisconsin trademarks.
Step 2: Appoint Directors
Your Wisconsin corporation’s directors will oversee the day-to-day running of the business. State law requires you to name at least one director. They may also be owners of the corporation, although this is not a legal requirement. The director doesn’t even have to be a Wisconsin resident.
Appoint your directors at an organizational meeting before you submit the Articles of Incorporation. This is also a chance to address other administrative startup tasks, like writing bylaws and detailing a share structure.
Step 3: Choose a Wisconsin Registered Agent
Your Wisconsin corporation must designate a registered agent to receive legal mail (service of process) and other official communication on its behalf. This must be a person or company with a legal Wisconsin residence. The registered agent must have the same address as the registered office where any formal correspondence is sent.
While you can be your own registered agent, beware that this information is a matter of public record — and you likely don’t want lawsuits being served to your home or place of business.
Step 4: File the Wisconsin Articles of Incorporation
With the above boxes on your checklist ticked, you can file your Wisconsin Articles of Incorporation. This is the term for the official paperwork you submit to the state to establish your corporation. In some states, it’s called the Certificate of Incorporation.
You can file the Articles of Incorporation online via the State of Wisconsin Department of Financial Institutions online portal. You may have already created an account to complete previous steps, like registering a trade name. You can also file by mail; you’ll need to include an additional copy if you do so.
You will need the following information to complete the paperwork:
- Corporation name
- Registered agent name and registered office details
- Number of shares of stock authorized
- Incorporators’ names
- Signature of at least one incorporator
- Drafter (the person filling out the document)
- The contact information of the drafter
You will have to pay a nonrefundable filing fee of $100.
Step 5: Create Corporate Bylaws
Corporate bylaws guide how your corporation is run. They provide a point of reference in moments of uncertainty and can help dispel disagreements. Although Wisconsin doesn’t require you to file your bylaws, you should draft them before submitting the Articles of Incorporation. You can do this when you hold your organizational meeting naming the corporate directors.
Here are some things you may want to include in the bylaws:
- A description of the corporation’s business purpose
- Names of the business owners, their rights, and duties (for example, voting rights)
- Names of the directors and their responsibilities and obligations
- A detailed breakdown of the management structure
- Information regarding board of directors and shareholder meetings
- Guidance on how corporate stock may be issued
- Rules for amending the bylaws
- Procedures for adding and removing members of the board of directors
- Guidance for financial reporting
Step 6: Draft a Shareholder Agreement
The other important legal document you should draft in your initial organizational meeting is the shareholder agreement. This governs the obligations and rights of shareholders, people who own shares in the corporation.
A shareholder agreement could include:
- The names and contact information of shareholders
- Details regarding shareholder voting rights and responsibilities
- Guidance as to how shareholders may transfer or sell stock
- Guidance as to how dividends will be paid out
- Whether the current shareholders have the right to purchase existing shares before they’re made available to the public
- Details on what happens to shares if the corporation winds down
- Information on how the shareholder agreement can be amended
This is another valuable piece of documentation that can prevent potential conflicts in the business. Get the advice of a legal professional to make sure it’s clear, comprehensive, and legally binding.
Step 7: Issue Shares of Stock
Unlike a limited liability company (LLC), a corporation is required to issue stocks. This is why the Articles of Incorporation ask for details regarding authorized shares of stock. Once issued, stocks may be bought and sold, publicly or privately. Private shares are generally awarded to individuals involved in the corporation, like founders and early-stage employees. The general public can purchase public shares.
Your corporation must track all of its stocks and provide up-to-date information in the annual report. If you issue shares publicly, register with the Wisconsin Department of Financial Institutions Securities Division online and submit quarterly reports to the U.S. Securities and Exchange Commission (SEC).
Step 8: Apply for Necessary Business Permits or Licenses
You do not need a general business license to operate in Wisconsin, but you will need specific permits and licenses depending on the type of services and goods offered. For instance, if you want to incorporate an architecture firm, you have to prove you have the qualifications to do this type of work. Contact the relevant state agency in your field to determine what’s required. The Wisconsin Department of Safety and Professional Services lists different professions licensed by the state.
In addition to professional requirements, there are federal, state, and regional regulations. For example, if you’re selling tangible goods, you need to get a seller’s permit via the Department of Revenue. Consult your municipality regarding needed permits or licenses.
There’s no single source for looking up every license and permit your business needs, so it falls to you to do the necessary research. You could also hire someone to research your licensing for you.
Step 9: File for an EIN and Review Tax Requirements
An Employer Identification Number (EIN) is a unique number that identifies your corporation on financial paperwork. You should apply for a Wisconsin EIN, as you will need it eventually — for example, when filing taxes. Request one from the IRS online. It’s free of charge.
You should additionally register an account with the Wisconsin Department of Revenue to streamline state filing.
Step 10: Submit Your Corporation’s First Report
The Wisconsin annual report must be filed to provide the state with updated corporation ownership and contact information. File online via the State of Wisconsin Department of Financial Institutions online portal and pay a filing fee of $25. Filing via paper requires a filing fee of $40. The filing must be done by the end of the quarter during which you first registered your business in its first year. The first report would be due March 31, June 30, Sept. 30, or Dec. 31.
How much does it cost to start a corporation in Wisconsin?
Let us take care of the unpleasant paperwork, allowing you to stay focused on your business’s future. With our business formation services, you won’t have to worry about mailing in documents: We’ll handle each step with the state and let you know when your corporation becomes official. Our work is quick and affordable, saving you a lot of headaches at an extremely low price.
What are the benefits of a corporation in Wisconsin?
As a business model, a corporation offers many advantages. It’s recognized nationally and internationally, protects you from personal liability in the event of legal issues, and allows you to issue shares. As a business hub, Wisconsin offers additional benefits like:
- Tax credits. Wisconsin offers tax credits in various areas, including dairy and livestock, historic preservation, and manufacturing investment, to name just a few.
- Regional business development incentives. Wisconsin has delineated so-called enterprise zones to attract business to key areas in need of regional economic development.
Although establishing a Wisconsin corporation has advantages, proceed with caution. Making a mistake when setting up your business could get you in trouble with the authorities (for example, failing to meet SEC reporting requirements). Talk to a local business and tax lawyer first.
How is a Wisconsin corporation taxed?
If your Wisconsin business is taxed as a C corporation, it will have to pay the Wisconsin franchise tax separate from the shareholders. The state’s corporate income tax applies only to those corporations that don’t pay the franchise tax, which are mostly foreign (out-of-state) corporations. Your C corporation will still owe federal income tax.
If it is taxed as an S corporation, it functions as a “pass-through” entity. This means profits are not taxed at the corporate level. When they are distributed to shareholders, each shareholder pays taxes on their earnings. This avoids the “double taxation” of a C corporation, in which profits are taxed at both the business and personal level.
In Wisconsin, S corporations don’t pay income tax at the federal level and generally don’t pay the Wisconsin franchise tax, either. To establish an S corporation status, file IRS form 2553 within 45 days of incorporating.
Both C and S corporations in Wisconsin do have to pay an economic development surcharge if they have $4 million or more in gross receipts for the year.
There are other taxes that corporations must consider at the federal and state levels, such as payroll, employer, and sales taxes. Note that Wisconsin nonprofit corporations that have successfully applied to be federally tax-exempt are generally exempt from Wisconsin franchise tax and Wisconsin sales tax.
Wisconsin Corporation FAQs
Does running a corporation in Wisconsin involve more paperwork than running other types of businesses?
Yes, corporations have more tedious reporting and tax filing requirements than other business entities, such as limited liability companies (LLCs) and sole proprietorships.
What is the difference between an LLC and a corporation in Wisconsin?
According to Wisconsin’s Department of Financial Institutions, a corporation is a “general-purpose entity” managed by a board of directors elected by shareholders. Ownership is reflected in how the shares are divided. In contrast, an LLC has members (owners) who usually directly manage the company, combining elements of a partnership and corporation. Profits from an LLC are, by default, taxed only at the individual level, rather than both the business and individual level.
- How do I change my corporation’s name in Wisconsin?
How many people are needed to form a corporation in Wisconsin?
A single person can form a corporation in Wisconsin.
Can I form my Wisconsin corporation online?
You can form a Wisconsin corporation online using the Department of Financial Institutions website.
How do I dissolve my Wisconsin corporation?
To dissolve your corporation, you will need to file the Articles of Dissolution and pay a $20 filing fee.