The business name chosen for the new Wisconsin Corporation must be different from all other business entity registered and reserved with the state, 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.
State Incorporation Timelines
The timeline is 7 business days and can be expedited in 1 business day.
State Incorporation Filing Fees
The state filing fee is $100, and can be expedited by paying an additional $50
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.
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 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
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.
Requirement Reports/Ongoing Compliance
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.
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.