How to Incorporate in Wisconsin!
Wisconsin Department of Financial Institutions – Corporation Bureau
PO Box 7846
345 West Washington Avenue – 3rd Floor
Madison, WI 53707-7846
Statutory Authority: Wisconsin Business Corporation Act — Wis. Stat. § 180 (2013)
Wisconsin Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Submit the completed documents, along with a photocopy and your filing fees, to the Wisconsin Department of Financial Institutions.
Wisconsin Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Wisconsin:
1. Company name
2. Number of authorized shares
3. Registered agent name and address
4. Optional provisions
5. Name and address of each incorporator
6. Signature of each incorporator
7. Name of the person who drafted the document
8. Contact person return address and daytime telephone
Wisconsin Incorporation Fee Schedule
Application for Reserved Name: $15.00
Articles Of Incorporation: $100.00
Application for Certificate of Authority: $100.00 minimum (based on $60,000 or less capital)
Expedited Service: $25.00
Certified Copy: $10.00
Annual Report: Paper $40.00, Electronic $25.00
Articles of Dissolution: $20.00
Your company name must end with a corporate designator. In Wisconsin the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” ” Inc.” “Corp.” “Co.” “Ltd.”
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 corporation. Nevertheless, Wisconsin permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay annual franchise tax.
Registering as a Foreign Entity
1. Complete the “Foreign Business Corporation – Certificate of Authority Application.”
2. Attach a current (Not more than 60 days old) Certificate of Status issued by the Secretary of State or other public custodian of corporate records in the state in which the corporation is organized.
3. Submit the completed documents, along with one exact copy and the filing fees, to the Wisconsin Department of Financial Institutions.
Dissolving a Wisconsin Corporation
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.