Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in Wisconsin with LegalZoom, we not only file your articles of incorporation with the Wisconsin Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Wisconsin corporation.
Wisconsin Incorporation Information
Incorporating in Wisconsin
Choosing a business name is one of the primary steps in the process of forming your Wisconsin Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered or authorized Wisconsin business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following endings or words of similar import in another language:
Articles of Incorporation:
In order to incorporate in Wisconsin, articles of incorporation must be filed with the Wisconsin Secretary of State. The Wisconsin Business Corporation Law (Chapter 180 of the Wisconsin Statutes) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more persons.
- Eligibility Requirements: One incorporating in Wisconsin must be a natural person at least eighteen years old.
Wisconsin allows a corporation to be formed for any lawful business activity, subject to state regulation over certain industries However, the corporate purpose does not need to be stated in the articles.
Other Required Information in the Articles:
- Minimum Number of Directors: One or more individuals.
- Eligibility Requirements: A director must be a natural person. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- Names of initial directors are not required in the articles.
- The number of shares that 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
Wisconsin permits optional provisions to be integrated into the articles of incorporation, including:
- 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
- Provisions for managing the business and regulating the affairs of the corporation.
Generally, bylaws are written to manage the corporation's business and to conduct the corporation's affairs. Almost anything may be written into the bylaws, so long as they bylaws do not conflict with the articles of incorporation or state law. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
Incorporators may adopt initial bylaws if not already done so by the board of directors.
Officers must be natural persons and may be listed in the bylaws or elected by the board in compliance with the bylaws. An officer may appoint other officers in compliance with the bylaws and the board of directors. Any officer may hold more than one office in the corporation.
Every Wisconsin corporation must have a registered agent in Wisconsin -- the person or office designated to receive official state correspondence and notice if the corporation is served with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation, limited partnership, limited liability partnership or limited liability company with authority to transact business in the state.
Professional Service Corporations:
Under Wisconsin law, a professional service corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Health care professionals and others licensed pursuant to Wisconsin statutes are required to form professional service corporations for their businesses.
The name of a Wisconsin professional service corporation shall end with the word "chartered" or "limited", or the words "service corporation", or the abbreviation "ltd." or "S.C."
Each corporation must file a report with the Wisconsin Secretary of State. The report must be filed annually during the same quarter in which the corporation was incorporated. This report must include:
- The corporation's name.
- The address of its principal office
- The names and addresses of the corporation's directors and officers.
- The address of its registered office and the name of its registered agent at that office in the state.
- A description of the nature of the business.
A corporation must prepare and mail its annual financial statements to each shareholder within 120 days after the close of its fiscal year.
Income Tax Rate:
For information on the Wisconsin state income tax rate, visit: http://www.dor.state.wi.us/
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. S-corporations are thus not subject to double taxation. S-corporation status is recognized by the State of Wisconsin.