How to Amend a Wisconsin Articles of Organization

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 when you change your business.

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

What are Wisconsin Articles of Organization?

The Articles of Organization for your LLC are the foundation of your business. Wisconsin law requires you to file them with the Wisconsin Department of Financial Institutions (DFI). Your business officially becomes an LLC if the DFI accepts this document. Until then, you can’t operate your business as an LLC.

Knowing what to include in your Articles of Organization is challenging. You can make the formation process easier when you use our Wisconsin LLC formation service. It’s quick and easy to use, and you’ll have your LLC up and running in just a few minutes. 

Step 1: Determine if you need to change your Wisconsin 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 change. Wisconsin law requires you to report those changes to the DFI. Also, you might need to add to the foundation of your business. You have to report the additions as well.

Your Articles of Organization become public records once you file them with the state. The DFI files them as public records 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. 

There’s some give-and-take with the state. 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. Wisconsin Certificates of Status (known as Certificates 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. However, 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 2: Identify what to change in your Wisconsin Articles of Organization 

There are certain changes to your business that you need to report to the DFI when you make them. Wisconsin law provides the requirements for filing an amendment to your LLC’s Articles of Organization. Under the statute, you have to do your amendment with the DFI. Wisconsin’s Secretary of State doesn’t directly handle business formation and amendments. 

The DFI requires you to use the form it published to file Articles of Amendment. You should use the form to amend information such as:

• LLC’s name change
• Registered agent change
• Registered agent address change
• Management type change. 

You can also add Articles of Amendment to your original Articles of Organization. 

Step 3: File your Wisconsin LLC amendment

Be sure to include the information the DFI requires you to set out in your filing. This includes your LLC’s legal name, your LLC’s “WAMs ID,” and a statement that your LLC adopted the amendment with the required vote. Be careful to include the signature of a person authorized to sign on behalf of the LLC as well. You don’t want your filing rejected because the wrong person signed the forms. Additionally, paying particular attention to the specific amendment you made is vitally important. You can include separate pages and attach them to the form if the need arises.

Wisconsin’s 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 Operating Agreement to set out that information. The DFI also indicates that they don’t accept Operating Agreements for filing.

Wisconsin uses other forms for you to file in other situations. If you change your LLC’s name or registered agent, then you’ll use one particular form. You’ll use a different form to inform DFI that your registered agent resigned from the post. The DFI prefers online filing through its Wisconsin One Stop Business Portal. You can also mail a copy or walk it into the DFI in Madison, WI. 

Overwhelmed by compliance stress? We can file your Wisconsin LLC Amendment for you through our amendment filing service. Or you can look into our Worry-Free Compliance service, where you’ll be able to stay on top of all of your corporate filings and compliance requirements such as annual reports. Let us do the worrying about compliance so you can focus on expanding your business.

Wisconsin Articles of Amendment vs. Restated Articles of Organization

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

You may use the same form to restate the Articles of Organization as you would to file an amendment. DFI prefers that you use Wisconsin’s One Stop Business Portal to file your Restated Articles of Organization.

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 file the original document
• The document was defectively executed
• The attestation, seal, verification, or acknowledgment was wrong

The DFI provides a form for you to file Articles of Correction. You can’t use Articles of Correction to cancel or reverse Articles of Dissolution or any other previously filed document.

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. 

Let us keep your Wisconsin LLC compliant 

We all need help sometimes. We can help you remain in compliance with Wisconsin’s LLC Amendment laws. If you just want help filing Articles of Amendment to your LLC, 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.