Start a Wisconsin Corporation

Registering a corporation in Wisconsin can bring 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 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. We’ll also cover the basics of forming a professional corporation (also known as a service corporation), a specialized corporation organized by licensed professionals like doctors, lawyers, and accountants.

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 in Wisconsin:

• 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.

Naming Considerations for a Professional Corporation

If you’re creating a professional corporation, you have slightly different requirements. While your name still needs to be distinguishable, you’ll need to use a different designator: “chartered,” “limited,” or “service corporation” are the choices you have. You can also use the abbreviations “ltd.” or “S.C.” if you prefer.

Wisconsin law allows you to use the name of a shareholder in your business name if you wish, but you aren’t required to.

It’s also important to follow any naming guidelines in place within your industry. Please check with your regulatory agency for details about your profession’s business name rules.

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). This is optional, but it can reserve your desired name if you think it’ll be some time before you can file your Articles of Incorporation.

You must also pay a $15 fee plus $25 if you opt for expedited service. (Fees are subject to change.) 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.

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 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 out-of-state use, visit the United States Patent and Trademark Office (USPTO) website. Learn more about registering a trademark.

If you’re interested in obtaining a state trademark of your own, you can do so online or in person by completing an application and paying a small fee (you can no longer apply by mail). Learn more on the trademark information page of the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services.

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. If you’re forming a professional corporation, please keep in mind that all of your directors need to be licensed in the company’s professional service.

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 or office in the state. 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 the agent must always be available at the registered office during normal business hours, making it hard to travel or meet up with clients. Another consideration is that you likely won’t want lawsuits being served at your 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 a Certificate of Incorporation or something similar.

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 email address and registered office address 
• Number of stock shares authorized 
• The name and complete address of each incorporator
• Signature of at least one incorporator 
• Drafter (the person filling out the document) 
• The drafter’s contact information
• Effective date (optional). If you want your corporation to become effective on a date later than your filing, you can delay it up to 90 days.

You will have to pay a non-refundable fee of $101.

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.

Differences for a Professional Corporation

Unlike some states, Wisconsin doesn’t actually provide a separate form for professional corporations to use when incorporating. Instead, professional corporations will use the same Articles, making a few modifications on their own. Specifically, you’ll need to modify the preamble to note that you’re forming a service corporation. You’ll also need to modify the purpose statement. For more information and recommendations on wording to include, please check out Wisconsin’s “Organizing a Service Corporation” resource.

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.

For professional corporations, bylaws must follow regulations specific to the profession and ensure compliance with state laws governing professional services.

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).

Issuing Shares as a Professional Corporation

Professional corporations have to be more restrictive in who they issue shares to. In fact, for the vast majority of service corporations, all shareholders need to be licensed in the corporation’s stated profession. An exception to this rule is a public accounting firm: these firms can have non-licensed shareholders as long as over 50% of the shareholders are appropriately licensed.

If, for some reason, a shareholder becomes unlicensed (such as retirement or non-compliance), they must transfer their shares to a qualified shareholder in a timely fashion.

Step 8: Apply for necessary business permits or licenses

You don’t need a Wisconsin 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. This step is especially important for professional service corporations because all of their shareholders, officers, directors, and employees who offer their professional service must be licensed (more than 50% of the shareholders for a certified public accounting firm).

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 their shareholders (owners), you might think that coverage of any type isn’t needed. However, you may need or want other types of coverage, like workers’ compensation, which is required for businesses with employees. 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 through 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

A Wisconsin 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 or in person 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. We can file your annual report for you.

Professional corporations will need to confirm that all of their shareholders, directors, officers, and employees that offer their professional service are appropriately licensed while they file their annual report.

How much does it cost to incorporate in Wisconsin?

At a bare minimum, you’ll need to pay the $101 fee for your Articles of Incorporation. There may be additional fees if you choose to reserve your name, get a DBA, or apply for a trademark.

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 to raise capital.

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).

How is a Wisconsin corporation taxed?

How your Wisconsin corporation is taxed depends on its specific structure.

C Corporations

If your Wisconsin business faces taxes as a C corporation (the default form of 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, and the shareholders will also owe income taxes on their individual earnings.

S Corporations

If your corporation is taxed as a Wisconsin 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 levels.

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 75 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. Meanwhile, professional corporations in Wisconsin may have additional tax obligations depending on the services provided. Please consult with a tax professional to help ensure compliance.

We can help!

Navigating the incorporation process can be daunting, but you’re not alone. While we don’t currently offer start-up services for professional corporations, we can help you with our standard business incorporation service. We’ve also got a variety of other services, all here to guide you every step of the way, helping you form your Wisconsin corporation starting at just $0 plus state fees. Let us simplify the journey for you!