Form a Wisconsin LLC
Thousands of businesses have been right where you are nowódeciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
Forming a Wisconsin Limited Liability Company: When you form your Wisconsin LLC, with LegalZoom, we prepare and file your articles of organization with the Wisconsin Secretary of State. We also conduct a name search for your Wisconsin LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Wisconsin LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Wisconsin Limited Liability Company. The name you choose:
Must contain, as the last words of the name, "limited liability company" or "L.L.C." or "LLC" or "limited liability co."
Must be distinguishable from any reserved, registered or fictitious name
Must be distinguishable from a domestic Wisconsin Limited Liability Company or foreign limited liability company, a corporation, a non-stock corporation, a limited partnership, a limited liability partnership or a cooperative association
Must not state or imply that the Wisconsin Limited Liability Company is organized for any purpose than permitted by s. 183.0106(1)
LegalZoom allow you to choose up to 3 names, in order of preference. We will conduct a name check for your Wisconsin Limited Liability Company before filing to see which names are available.
Registering a Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In the process of any Wisconsin LLC formation, articles of organization must be signed and delivered by one or more persons to the Wisconsin Secretary of State. To ensure proper Wisconsin LLC formation, state law requires that certain information be included in your articles of organization. This information must include:
The company name
A statement that the LLC is organized under this chapter
The street address of the registered office and the name of the registered agent at that office
A statement as to whether the LLC will be managed by managers
The name and address of each organizer of the LLC
The delayed effective date and time of the articles of organization, if applicable
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy are delivered to the Secretary of State for filing. A filed document must include a signature by a member, manager, or attorney-in-fact and indicate the name and the title (capacity) of the person signing the document.
Additionally, the process of Wisconsin LLC formation generally requires inclusion and/or consideration of the following:
Operating Agreement: Although not required, LLC member may adopt an operating agreement to regulate the internal affairs of the company, which may be amended or repealed as allowed by the agreement or applicable law.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: The member may acquire an interest in the LLC prior to or during formation (1) directly from the company upon formation or (2) in compliance with any operating agreement, or record, of the company. A member may acquire an interest in the LLC after formation of the LLC (1) with the consent of all members. An assignee acquires an interest in the LLC (1) in compliance with the operating agreement or (2) directly from the company as reflected in the records.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member must resign in accordance with the operating agreement if it so provides for resignation
A member with an interest for no or nominal consideration may not resign from a LLC except in accordance with the operating agreement of the company
A LLC may pursue certain remedies against a resigning member for damages caused by dissociation
Prohibited Acts: No member shall act or fail to act in any of the following ways:
A willful failure to deal fairly with the LLC or LLC members in connection with a material conflict of interest
A violation of criminal law unless the manager or member believed the act was lawful
A transaction providing improper personal profit
If the member or manager derives an improper personal profit from a transaction, he will be deemed a trustee for that amount and shall be accountable for (1) a transaction connected with the organization, conduct or winding up of the LLC and/or (2) a use a member or manager of the property of a limited liability company, including confidential or proprietary information or other matters entrusted to the person as a result of the person's status as member or manager.
An operating agreement may impose duties on its members and managers in addition to those provided under sub. (1).
Contribution: The contributions of a member to the limited liability company may consist of cash, property or services rendered, or promissory notes or other written obligations to provide cash or property or to perform services.
Registered Agent In Wisconsin
LegalZoom can also provide your business with a registered agent in Wisconsin. Every Wisconsin LLC must employ a registered agent in Wisconsin. A registered agent is the person or office designated in state to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be either (1) a natural person who resides in Wisconsin and whose business is the registered office, (2) a in-state corporation, LLC, limited partnership, registered limited liability partnership, or corporation organized or registered in this state, whose business office is identical with the registered office or (3) a out-of-state corporation, nonstock corporation, limited partnership, registered limited liability partnership, or LLC authorized to transact business in this state, whose business office is identical with the registered office.
Registered Office: The registered office does not need to be the LLC's place of business.
Wisconsin Secretary of State
Once a Wisconsin LLC has been created, the Wisconsin Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Wisconsin Secretary of State office.
Annual Report: Each LLC must file an annual report with the Wisconsin Secretary of State that includes all of the following information:
Name of the LLC
Address of the registered office and the name of its registered agent in this state
Address of the LLC's principal office
If management is vested in one or more managers, the name and business address of each manager
If the company is a foreign limited liability company, the name and business address of each member of the foreign limited liability company
Brief description of the nature of the LLC's business.
Records:Each limited liability company shall keep the following records open to inspection at its office:
An alphabetical list of each past and present member and manager, the last-known mailing address of each, the date on which the person became a member or manager and the date each ceased to be a member or manager, if applicable.
A copy of the articles of organization and all amendments to the articles.
A copy of the LLC's federal, state and local income or franchise tax returns and financial statements for the 4 most recent years, if any, or, copies of information and statements which should have been provided for the 4 most recent years.
Copies of all operating agreements, all amendments, and any old operating agreements
Unless already set forth in an operating agreement, written records containing all of the following information:
o The value of each member's contribution made to the LLC
o Records of the times at which or the events upon which any additional contributions are agreed to be made by each member.
o Any events upon which the LLC to be dissolved and its business wound up.
o Other writings as required by an operating agreement.
Acts Triggering Dissolution: A limited liability company is dissolved upon the happening of any one of the following events:
Events listed in the operating agreement
The written consent of all members
Administrative dissolution unless subsequently reinstated
When there is a dissociation of a member unless
o Within 90 days the remaining members all agree to the admission of one or more additional members or managers
o Otherwise provided in the operating agreement
Judicial determination that the company can wind up (Judicial Dissolution)
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. If you elect corporate status for your LLC then an EIN number is required. However, if you make no such election, and conduct your LLC similar to a sole proprietorship or partnership, then a separate EIN number is not required. LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Secretary of State along with the appropriate filing fee. When appropriate (go to the fee schedule using the link below), a check must accompany the document payable to the State of Wisconsin, covering all charges for the Secretary of State. For more information on filing fees, please visit the following page.