Guide to Starting a Wisconsin LLC

Step 1: Name your Wisconsin limited liability company

First, find a name for your Wisconsin LLC. Finding the right LLC name is important for marketing. Look for something that’s memorable, lets people know what you’re selling, and accurately reflects your brand.

Apart from those considerations, though, you also need to follow Wisconsin’s rules for naming an LLC. If you don’t, your filing could be rejected, meaning you’ll have to start the whole process over again.

Follow WI LLC name guidelines

Keep these rules in mind when naming your Wisconsin LLC:

• Your chosen name must be distinguishable from all other business names in Wisconsin. Very minor differences like punctuation, making something possessive or plural, changing minor words like “the” and “a,” and using abbreviations aren’t enough to make one name distinguishable from another.
• The name must have a “designator” indicating that the business is an LLC. Your name should contain one of the following phrases or abbreviations: “limited liability company,” “limited company,” “LLC,” or “LC.” Capitalization can vary, and you can abbreviate “limited” as “Ltd.” and “company” as “Co.”
• Words and phrases related to certain industries and professions may need additional paperwork to be approved, such as “bank,” “attorney,” “engineer,” “medical,” etc.
• You can’t use words in your name that would mislead the public into thinking that your business is a government agency (for example, “federal,” “state,” “police,” etc.).

Conduct a Wisconsin business name search

How do you know if your desired LLC name is available? By searching the Corporate Registration Information System on the Wisconsin Department of Financial Institutions website. You can do this by following the instructions on our Wisconsin Business Entity Search page.

Reserving a Business Name

But even if you conduct a name search, you can’t assume your LLC name is available until the Wisconsin Department of Financial Institutions approves your Articles of Organization. If you do want confirmation that your name’s available, or if you’ve found the perfect name and want to make sure no one else gets it before you can file the rest of your LLC paperwork, you can reserve the name.

Wisconsin allows you to reserve a business name for 120 days for a small fee by completing a name reservation application. This not only reserves your name, but it gives you confirmation from the state that it’s available.

Check for federal and state trademarks

Even if the Department of Financial Institutions approves your limited liability company name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly know if your business name isn’t trademarked can be difficult because there’s no one single place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.

You can take some measures yourself, like searching the trademark database on the United States Patent and Trademark Office website. This can help you determine if someone’s already claimed a federal trademark on the name you want.

State trademarks are applicable within the borders of a state. The Wisconsin Department of Financial Institutions has a trademark search engine on its website where you can see if anyone has a state trademark on your desired LLC name. You’ll need to create a free user account first. If you want, you can also apply for your own state trademark on the site.

In addition to checking these databases, it’s wise to do an internet search for your business name, including checking domain names, social media sites, and even phone directories.

Find a matching domain name

When you’re coming up with a business name, consider whether you can secure a matching domain name. This way, your future website can be easily found online. We have a tool to help you do a preliminary domain name search. Our domain name registration service can help you secure the online name that will best serve your company.

Is your Wisconsin LLC name available as a web domain?

Having a presence on the web is crucial for most businesses, even if you’re not selling your goods online. When potential clients search for you on the web, you’ll want them to find a website where they can get contact and other basic info about your business.

Because of this, it’s important to get a good domain name that works well with your business name. You’re likely going to be putting that URL on your business cards and other marketing materials, and you want people to be able to remember it and associate it with your business.

The ideal domain name for your company may already be taken, but you can still find others. In fact, if you find a fantastic available domain name, it might be worth naming your business after that URL rather than the other way around.

Our domain name search tool can help you find a web address that works for your business. When you find it, you might want to lock it down before someone else takes it.

Similarly, you can check to see what names are available for your business’s social media accounts. Many businesses market on platforms like Instagram, Facebook, Pinterest, etc., so getting the appropriate social media names can be important for keeping your business name circulating.

We have a domain name service to help you find a domain name for your business. We can also help you create a business website and provide domain name privacy.

Trade Names

If you ever intend to do business under a name other than your LLC’s legal name, you may want to secure a “trade name,” which is known in many states as a “Doing Business As” (DBA) name. A Wisconsin trade name isn’t legally required and doesn’t give you exclusive rights to the name, but it’s a way to notify the public of the use of a certain name or mark. You’ll need to complete a registration form and pay a small fee. The registration expires after 10 years.

Step 2: Appoint a registered agent in Wisconsin

Next, choose a registered agent for your Wisconsin LLC. A registered agent is an individual or business entity responsible for receiving legal and other official notices on behalf of your business. If your business were to be sued, a process server would serve notice in person to your Wisconsin registered agent. 

Who can be a Wisconsin registered agent?

Your registered agent must have a registered office where they’re available to receive service of process during normal business hours. The registered office doesn’t have to be the same as your business address, though it can be. But the registered office must be a physical street address, not a P.O. box or something similar.

According to Wisconsin law, your LLC’s registered agent must be one of the following:

• A natural person who resides in this state and whose business office is identical with the registered office.
• A domestic corporation, nonstock corporation, limited liability company, limited partnership, or limited liability partnership whose business office is identical with the registered office. 
• A foreign (meaning out-of-state) corporation, nonstock corporation, limited liability company, limited partnership, or registered limited liability partnership if that entity is authorized to transact business in Wisconsin and has a business office identical to the registered office.

The agent must have an e-mail address and a place of business or activity in this state. In addition to forwarding all notices to the LLC members, the agent is responsible for informing the company if they resign and updating the information about themselves in the Articles of Organization.

Registered Agent Services

While it’s possible for you to serve as your company’s registered agent, it’s often better to outsource the role. Some benefits of hiring an outside registered agent service like ours include:

• Saving face: Being your own registered agent means that you could be served with notice of a lawsuit at your place of business in front of clients.
• Freedom to leave the office: The registered agent must be present at the office during all normal business hours
• Staying in compliance: A registered agent service like ours can help ensure your business is compliant with the state regulations for maintaining a registered agent.

What if a process server can’t find my registered agent?

Oftentimes business owners think that serving as their own registered agent or appointing someone they know is the simplest way to meet Wisconsin’s agent requirement. But consider what could happen if a process server is unable to find you or your appointed agent.

This can easily happen if you or your appointed agent aren’t in the office (for example, out of town, sick, taking a spa day, etc.) when someone needs to reach the agent. It can also happen if you or your agent relocates and you fail to update your registered agent information with the state.

In addition to legal penalties for being out of compliance, failing to maintain an agent could mean that a process server can’t find you to notify you that your business is being sued. In such a scenario, a court case against your LLC could go forward without your knowledge, meaning you wouldn’t even have a chance to defend your business.

ZenBusiness can provide your registered agent

When you get our registered agent service, we’ll provide you with an agent in Wisconsin, meaning you’ll always have someone available to receive important legal and government notices. 

This keeps you in compliance with the registered agent statutes and helps you avoid embarrassing scenarios where you could be served papers for a lawsuit in front of clients.

The registered agent service also helps keep your paperwork organized. When you get important documents, we’ll quickly inform you and keep them together in your online “dashboard.” From the dashboard, you can view, download, and/or print them whenever you want. You can stop digging through piles of papers to try to find misplaced critical documents.

Step 3: File Wisconsin LLC Articles of Organization

File Articles of Organization with the Wisconsin Department of Financial Institutions. Once approved, this makes your LLC official. You’ll need to complete the Articles of Organization form either online or by postal mail.

We know that filing government paperwork like this can be a nerve-racking experience for many people, which is why we’re here. With our business formation plans, we handle the filing for you to make sure it’s done correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.

Articles of Organization Required Information

Make sure you have the following information on hand before you begin. Be aware that any information you submit for your Articles of Organization will become public record.

• The name of your LLC
• The name of your registered agent and the registered office address
• The type of management your LLC will use, member-managed or manager-managed
• The names and addresses of each organizer
• The name of at least one of the LLC organizers (the person or persons drafting the document)
• The preferred effective date (if you don’t want your paperwork to take effect immediately, you can delay it up to 90 days)
• Information on how to reach the designated contact person

Submitting Your Paperwork

You’ll need to include a filing fee with your Articles of Organization. If you file online, the fee is $130 (as of this writing). If you prefer to fill out the document on paper and mail it in, the fee is $170.

Processing is usually immediate when you file online, but processing by mail takes about five business days, plus whatever time is spent in the mail. If filing by mail, you can pay an extra fee to the Department of Financial Institutions for expedited service to have it processed by the end of the following business day.

Member-Managed or Manager-Managed?

As with many states, Wisconsin asks you to list how you plan to govern your LLC, by the members (member-managed) or by a manager or managers (manager-managed).

Many LLCs choose to be managed by the members because they only have a few owners or just one. In those cases, it usually makes sense for the LLC member(s) to do member-management because they’re running the business themselves. All of the members are sharing in running the business and making decisions for it.

Other LLCs prefer to appoint or hire a manager instead. In the manager-managed option, one or more members can be appointed to make management decisions, or someone from outside the LLC can be hired to manage the company.

Manager-management can be helpful when some of the members want only to be investors in the company instead of running the business and making ongoing decisions about it. LLCs with many members also sometimes find it easier to have a manager because it’s difficult to get all the members together to make decisions on a regular basis.

How fast can I form my Wisconsin LLC? 

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 LLC 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.

Why would I delay my Wisconsin LLC filing date?

If it’s near the end of the calendar year, some entrepreneurs will delay their LLC filing date to January 1 of the coming year. This allows them to avoid the hassle and cost of having to pay taxes on an LLC in the current year. This is especially true if the future LLC members don’t need to establish the company right away.

Ordinarily, the effective filing date would be the day the Wisconsin Department of Financial Institutions receives your filing. But you have the option to tell the state that you want your effective date to be at a later time. You can have your LLC’s effective date be up to 90 days past the date you submit the filing.

This is another service we provide. When you form your LLC in Wisconsin with us, we give you the option of paying an extra fee to have your LLC’s effective date delayed. (This service is only offered from October to January.)

How to Amend Your Wisconsin Articles of Organization

If approved, you need only file your Articles of Organization once. But if any of the original Articles of Organization information needs to be updated, you’re required to inform the state about the changes.

You would report these changes by filing Wisconsin Articles of Amendment and paying a filing fee. If your Articles of Organization aren’t current, it could impact your ability to get a Certificate of Status (called a “Certificate of Good Standing” in most states). This document isn’t required to conduct business, but it’s important for business accounts, members, and potential investors. Basically, failing to keep your business up to date with state requirements can limit your LLC’s potential future growth.

If you need help amending your Articles of Organization, we can help with that, too. We have an amendment filing service that can handle the process for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.

Keep your Wisconsin LLC paperwork organized

If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.

Once you get your paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents. These documents can include your Wisconsin LLC operating agreement, LLC member certificates, legal documents like contracts, compliance checklists, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.

Step 4: Create an operating agreement

Create an LLC operating agreement. Operating agreements establish the rules and procedures for the management of the LLC as well as ownership percentages, how profits are divided among members, and much more. 

Your Wisconsin operating agreement also makes your company appear more legitimate to banks, investors, potential business partners, and the courts. While Wisconsin doesn’t legally require you to file an operating agreement, if you don’t have one, your LLC will be governed by default by Wisconsin’s LLC laws, which might not be what you and the other members prefer.

Once an operating agreement is signed by all the members, it becomes a legally binding document. It doesn’t need to be filed with any government office, but you can keep it with your other important legal business documents. 

What should be included in the agreement?

Common topics covered in an LLC operating agreement may include:

• Procedures for admitting or removing members
• Allocation of profits and ownership
• Duties and responsibilities of the members
• Management structure and voting requirements
• What happens to a member’s ownership if they die or become incapacitated
• Procedures for dissolving the LLC and dividing its assets

If you’re not sure how to go about creating an operating agreement for your LLC, we have a customizable template to help get you started.

Step 5: Apply for an EIN

Get an Employer Identification Number (EIN). This nine-digit number (also known as a federal tax identification number or a federal employer identification number) acts like a Social Security number for your business. It’s used for tax and financial paperwork, including filing taxes, hiring employees, and opening business bank accounts.

You can apply for your LLC’s EIN through the Internal Revenue Service (IRS) website, by mail, or by fax. Or, if you’d rather have as little contact with that government agency as possible, we can get it for you. Our EIN service eliminates the hassle.

Register with Wisconsin agencies

Just as you register with the IRS, you’ll also need to register with the Wisconsin Department of Revenue and, depending on your circumstances, other state agencies. You can register with multiple state agencies with the Wisconsin One Stop Business Registration Portal.

Using this business portal will also allow you to get a seller’s permit so you can collect sales tax. You’re required to have this if you’re making retail sales, leases, or rentals of tangible personal property or taxable services in Wisconsin. The Department of Revenue website suggests applying for a seller’s permit at least three weeks before opening your business.

For Employers

If you plan to hire employees for your business, you’ll have to take some additional steps. New hires must be reported to the Wisconsin New Hire Reporting Center. You’ll also have to register for Unemployment Insurance Tax through the Wisconsin Department of Workforce Development.

You’ll need to withhold tax from your employees’ salaries by registering for Employee Withholding Tax through the Wisconsin Department of Revenue. Federal and state law also requires you to provide workers’ compensation insurance for your employees.

Open a business bank account for your LLC

Once you’ve secured an EIN, you’ll be able to open a business bank account, apply for a business credit card, and hire employees.

Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you keep personal and business transactions separate. Commingling funds not only makes your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you not just for your business assets, but also your personal assets).

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.

For more help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.

Can filing as an S corp lower my taxes?

The LLC business entity structure is known for its flexibility. That flexibility even extends to how you can choose to have your LLC taxed.

Unless you tell the IRS otherwise, your LLC will have pass-through taxation. This appeals to most owners of LLCs because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is distributed to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.

Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the advantages can sometimes outweigh the disadvantages. One benefit is that C corporations have the widest range of tax deductions, which could be an advantage for some larger, more profitable LLCs. For example, some employee benefits can be written off as a business expense.

S corp is short for “Subchapter S Corporation.” It’s a tax status geared toward a small business. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but there’s another potential advantage for some LLCs: It could reduce your self-employment taxes. 

Self-employment taxes are the portion of your taxes that pay for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.

But filing as an S corp allows you to be an “employee-owner” and split your income into two sources, your salary and your share of the company’s profits. That way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)

One drawback is that the Internal Revenue Service scrutinizes S corps more closely. They want to make sure you’re paying yourself a “reasonable” salary so that you’re still contributing to Social Security and Medicare. More scrutiny means you’re more likely to get audited. S corps also have more restrictions for qualifying.

While it’s possible that one of the above options could work better for your LLC, remember that business taxes are very complex and specific to your situation. That’s why you truly need to consult a tax professional to see which taxing method works best for your Wisconsin business.

If you decide to form your LLC with an S corp status, our S corp service can help you do that.