How to Form an LLC in Wisconsin
Wisconsin Department of Financial Institutions – Corporation Bureau
PO Box 7846
345 West Washington Avenue – 3rd Floor
Madison, WI 53707-7846
Statutory Authority: Limited Liability Companies — Wis. Stat. § 183 (2013)
Wisconsin LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Wisconsin Department of Financial Institutions.
Wisconsin Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Wisconsin:
1. Company name
2. Registered agent name and address
3. Management structure
4. Name, address, and signature of each organizer
5. Name of the person who drafted the document
6. Contact person name, return address, and daytime telephone
Wisconsin LLC Fee Schedule
Application for Reserved Name: $15.00
Articles of Organization: $170.00 Paper, $130.00 Electronic
Application for Certificate of Registration: $100.00
Expedited Service: $25.00
Certified Copy: $10.00
Annual Report: $25.00
Articles of Dissolution: $20.00
Your company name must end with a limited liability company designator. In Wisconsin the specific limited liability company designators are: “Limited Liability Company” “Limited Liability Co.” “L.L.C.” “LLC”.
Conduct an entity name search on the Wisconsin Department of Financial Institutions website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reserved Name” and paying a name reservation fee of $15.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Wisconsin requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Wisconsin resident or active Wisconsin business entity that has a Wisconsin street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Wisconsin resident and have a Wisconsin street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Wisconsin limited liability company. Nevertheless, Wisconsin permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Foreign Limited Liability Company – Certificate of Registration Application.”
2. Submit the completed documents, along with one exact copy and the filing fees, to the Wisconsin Department of Financial Institutions.
Dissolving a Wisconsin LLC
1. Complete the “Articles of Dissolution.”
2. Submit the completed documents, along with one exact copy and the $20.00 filing fee, to the Wisconsin Department of Financial Institutions.