How do I form a corporation in Wisconsin?

Registering a corporation in Wisconsin brings many benefits to a business owner. The state provides a welcoming climate for any business structure, offering everything from tax credits to development incentives.

Starting a Wisconsin Corporation

Establishing a formal business entity like a corporation takes some work, but we have a fully detailed guide on what you need to do along with some of our services that can help. Learn how to create a Wisconsin corporation below.

Filing the Articles of Incorporation with the Department of Financial Institutions is the main goal. However, you have to jump through a few hoops before and after this point, like choosing a legally permitted name and putting together important documents.

We’ll go into more detail about this below. Follow our how-to guide to learn how to form a corporation in Wisconsin.

Step 1: Name Your Wisconsin Corporation

You’ll first need to choose a unique name for your business. You ll also want a unique web domain to match your moniker so that clients can easily find your website if you decide to create one. Check domain name availability. We can also help you register your domain.

Name Requirements in Wisconsin

There are requirements when naming your corporation:

  • 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. Terms associated with certain professional services may have to meet the state’s requirements.
  • Your name must be distinguishable from other registered business names. Note that indistinguishable elements like possessives, plurals, insignificant terms (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.

Wisconsin Corporation Name Reservation

If you want to reserve your corporation name prior to submitting your Articles of Incorporation, finish the Name Reservation Application and send it to the state’s Department of Financial Institutions, Division of Corporate and Consumer Services (the address is on the form). We can also help you reserve a name for your business in Wisconsin.

You must also pay a $15 fee, plus $25 if you opt for expedited service. You can also do this through the Department of Financial Institutions online portal. You will use this again for future purposes, like submitting your annual report

Obtaining a DBA

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 one in your Articles of Incorporation. Many states require you to register this name before doing business under a different name, but not Wisconsin. However, it’s a way to notify the public that you’re using a certain name. A DBA name is referred to as a “trading name” in Wisconsin. We can also help you register one.

Complete the Registration of Trade name/Trademark form and file it via the portal or mail it to the address listed on the form. A $15 fee is required. If filing by mail, you’ll need to have the form notarized.

Wisconsin Name Trademarks

Before making the final decision on a business name, make sure it isn’t trademarked. There are federal and state databases you can check on the internet. 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 out-of-state use, visit the United States Patent and Trademark Office (USPTO) website. Learn more about registering a trademark.

Step 2: Appoint Directors

Your corporation’s directors will oversee the day-to-day operations 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 resident of the state. 

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 residence. Your Wisconsin registered agent must have the same address as the registered office where any formal correspondence is sent. 

Being Your Own Registered Agent

As a business owner, you can be your own registered agent, but beware that this information is a matter of public record and you likely won’t want lawsuits being served at your home or place of business.

Step 4: File the Wisconsin Articles of Incorporation

Next, you can file your Wisconsin Articles of Incorporation. This is the term for the official paperwork you send to the state to establish your corporation. In some states, it’s called the Certificate of Incorporation.

How to File

You can file the Articles of Incorporation via the state’s Department of Financial Institutions online portal. You may have already created an account to complete the previous steps, like registering a trade name. You can also file by mail, but you’ll need to include an additional copy if you do so.

What to Include

You will need the following information to do the paperwork:

  • Corporation name 
  • Registered agent name and registered office details 
  • Number of stock shares authorized 
  • Incorporators’ names
  • Signature of at least one incorporator 
  • Drafter (the person filling out the document) 
  • The drafter’s contact information

You will have to pay a nonrefundable fee of $100.

How fast can I form my Wisconsin corporation? 

If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your corporation in Wisconsin in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the Wisconsin Department of Financial Institutions within 1-3 business days for just $100 + state fees.

Step 5: Create Corporate Bylaws

Corporate bylaws will guide how your corporation will be 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 put them together before submitting the Articles of Incorporation. You can do this when you hold your organizational meeting naming the corporate directors.

What to Include in Your Bylaws

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 (such as voting rights)
  • Names of the directors and their responsibilities and duties
  • 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

Another important document to draft in your initial organizational meeting is the shareholder agreement. This governs their obligations and rights.

This agreement can include:

  • The names and contact information of shareholders
  • Specifics regarding voting rights and responsibilities
  • Guidance on how shareholders may transfer or sell stock
  • Guidance on how dividends will be paid out
  • Whether current shareholders have the right to purchase existing shares before they’re made available to the public
  • Specifics on what happens to shares if the corporation winds down
  • Information on how the agreement can be amended

Get the advice of a legal professional to make sure it’s clear, comprehensive, and 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.

How Shares Should Work

Once issued, shares may be bought and sold, publicly or privately. Private shares are usually awarded to individuals involved in the corporation, like founders and early-stage employees. Everyday citizens can purchase public shares.

Tracking Stocks

Your corporation must track all of its stocks and provide up-to-date information in the annual report. If you issue them publicly, register with the Wisconsin Department of Financial Institutions Securities Division online and send quarterly reports to the U.S. Securities and Exchange Commission (SEC).

Step 8: Apply for Necessary Business Permits or Licenses

You don’t 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.

Reach out to 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.

Federal, State, and Regional Regulations

In addition to professional requirements, there are federal, state, and regional regulations. For instance, 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.

Knowing What You Need

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.

Business Insurance in Wisconsin

Additionally, business insurance is something that you should not skip out on. Since corporations offer limited liability to its shareholders (owners), you might think that coverage of any type isn’t needed. However, it never hurts to have other types of coverage, like workers’ compensation. Be safe and smart by looking into different business insurance policies to find one that’s best for your company.

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 an EIN as you will need it eventually, like for filing taxes, for instance. Request one from the Internal Revenue Service (IRS) website free of charge. You can also get an EIN with us.

Get a Business Bank Account

An EIN is additionally helpful in getting a business bank account for your Wisconsin corporation. This is a good way to handle your business income. There are many big name banks in the state where you can get a business bank account. We also offer small business bank accounts.

Tax Factors to Remember

Every business structure will have to pay taxes, and that’s no different for corporations. We’ll go into more detail about this later. Be sure and take note of how corporations are taxed to simplify your efforts come tax season.

You should additionally register an account with the Wisconsin Department of Revenue to streamline state filing.

Step 10: Submit Your Corporation’s First Report

An annual report provides the state with updated corporation ownership and contact information. File via the State of Wisconsin Department of Financial Institutions online portal for $25. Filing via paper is $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. You can file your annual report with us.

How Much Does it Cost to Incorporate in Wisconsin

With our business formation services, you won’t have to think about mailing in documents. We’ll handle it 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. As a future business owner, having us help you is a great asset.

What Are the Benefits of Forming a Corporation in Wisconsin?

If you’re wondering which type of business in Wisconsin to form, a corporation offers many advantages. Corporations are recognized nationally and internationally, protect you from personal liability in the event of legal issues (protecting your personal assets if you’re sued, for example), and allow you to issue stock.

What Wisconsin Offers Corporations

As a business hub, the state offers additional benefits like:

  • Tax credits. The state offers tax credits in various areas, including dairy and livestock, historic preservation, and manufacturing investment, to name 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?

Like any business entity, a corporation in Wisconsin has specific methods when it comes to taxes. Check them out below.

C Corporations

If your Wisconsin business faces taxes as a C corporation, it will have to pay the 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 corp will still owe federal income tax.

S Corporations

If it is taxed as an S corporation, it functions as a “pass-through” entity. This means profits are not subject to tax 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 corp, 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 typically don’t pay the franchise tax, either. To establish an S corporation status, file IRS form 2553 within 45 days of incorporating. 

Additional Corporation Tax Information

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 the franchise tax and sales tax.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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