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Form a corporation in Wisconsin.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Selecting the name of your new Wisconsin corporation is one of the first official steps toward actually conducting business in the Badger State. The business name you choose must be distinguishable from all other business entities registered or reserved in Wisconsin, and it may not include language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.

The name must also end with one of the following terms or its abbreviation: “Incorporated,” “Corporation,” “Company,” or “Limited.” You can reserve an available LLC name for up to 120 days for $15 by mail or $30 by phone.

Articles of Incorporation

Before conducting business in the state, Wisconsin corporations must file articles of incorporation with the state and pay a $100 filing fee. The articles must be delivered by at least one of the incorporators, who must be a natural person at least 18 years old. The incorporator is not required to be a director, officer, or shareholder of the corporation.

The following information must be included in the articles of incorporation:

  • The number of shares the corporation is authorized to issue.
  • Any provision granting or limiting preemptive rights.
  • Name and address of the initial registered agent.
  • A statement that the corporation is incorporated under the laws of Wisconsin
  • A statement that says, “This document was drafted by (fill in incorporator’s name).”

Wisconsin law allows a corporation to be formed for any lawful business activity; the exact purpose does not have to be stated in the articles. The state also permits optional provisions to be integrated into the articles of incorporation, including:

  • The names and addresses of initial directors
  • Corporate purpose
  • Regulations limiting the powers of the corporation, board of directors, or shareholders
  • A par value for authorized shares or classes or series of shares
  • Other provisions for managing the business and regulating the affairs of the corporation.

Registered Agent and Office

All Wisconsin corporations must have and maintain both a registered office (which may be the same as its place of business) and a registered agent in the state—the person or office designated to receive official state legal and administrative correspondence.

The registered agent must be an individual resident in Wisconsin whose business office is the same as the registered office, or a business entity authorized to conduct business in the state.

Bylaws

Bylaws describe the corporation’s basic managerial and legal operating principles. The corporation’s initial bylaws should be adopted by its incorporators or its board of directors.

A Wisconsin corporation should keep a copy of its bylaws at its main executive office, but is not required to file them with the state. The bylaws may contain any provision for managing the business and regulating the affairs of the corporation that’s not in conflict with law or the articles of incorporation.

The board of directors or the shareholders may adopt, amend, or repeal bylaws, unless the articles of incorporation or the bylaws reserve this right to the shareholders. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws normally address:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

Officers must be named in the bylaws or elected by the board of directors. Officers may appoint other officers in compliance with the bylaws. The same natural person may simultaneously hold more than one office in a corporation.

At least one officer should be designated as responsible for preparing minutes of the directors’ and shareholders’ meetings, and for maintaining and authenticating corporate records.

Requiment Reports

A report must be filed annually with the Wisconsin Department of Financial Institutions in the same quarter in which the company was incorporated. This report must indicate:

  • The corporation’s name
  • The address of the corporation’s principal office
  • The names and addresses of the corporation’s directors and officers
  • The address of the corporation’s registered office in the state
  • The name of the corporation’s registered agent there
  • A description of the nature of the business

Additionally, Wisconsin corporations must prepare and mail annual financial statements to each shareholder within 120 days after the close of the corporate fiscal year.

Taxes

Wisconsin’s corporate tax structure takes a flat bite of 7.9 percent out of all corporate income. Among states levying corporate income taxes, Wisconsin’s rate ranks 18th highest nationally.

A “subchapter S” or “S corporation” (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. S corp status is recognized by the state of Wisconsin. The S corp does not file a tax return on its own behalf. All tax-related information for the S corp is filed as part of the owner’s individual income tax.

Learn more about incorporating in Wisconsin

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silver

$49

+ $100 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
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Gold

$149

+ $100 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $100 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Wisconsin Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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