How to Form a Wisconsin Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Wisconsin nonstock corporation. Then you must apply for tax-exempt status from the IRS and the State of Wisconsin.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your Wisconsin nonprofit.

1. Choose a Name for Your Wisconsin Nonprofit Corporation

When you choose a name for your nonprofit, you'll need to follow Wisconsin's laws around nonstock corporation names.

Your Nonprofit Name Must Be Distinguishable

Under Wisconsin law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the Wisconsin Secretary of State (SOS). For example, your nonprofit's name must be distinguishable from a name that's been filed, reserved, registered, or adopted. (Wis. Stat. § 181.0401 (2025).)

You can check whether the proposed name for your nonprofit is available using the Corporate Record Information System on the Wisconsin Department of Financial Institutions (DFI) website.

Nonprofit Name Must Include a Corporation Designation

Your nonprofit's name must include a corporate entity designator. Specifically, the name of your nonprofit corporation must include one of the following terms or an abbreviation of one of them:

• "corporation"
• "incorporated"
• "company," or
• "limited."

Your entity designation can differ from the above in capitalization or punctuation. Alternatively, you can use a word or abbreviation that's the same or similar to the words above but in another language.

(Wis. Stat. § 181.0401 (2025).)

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 120 days. You can renew the reservation. You're not required to reserve a name. This step is optional. (Wis. Stat. § 181.0402 (2025).)

You can reserve your nonprofit name by filing a Name Reservation Application (Form Corp1) with the DFI. As of 2025, the filing fee to reserve a name for your nonprofit is $10.

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every Wisconsin nonprofit corporation must have a board of directors. Wisconsin law requires a minimum of three directors. The IRS also prefers that organizations seeking tax-exempt status have at least three directors. You should try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's articles or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Wis. Stat. §§ 181.0801 and following (2025).)

3. Prepare and File Your Nonprofit's Articles of Incorporation

You create your nonprofit entity by filing nonprofit Articles of Incorporation with the DFI. Your articles of incorporation must include the following information:

• a statement that your nonprofit is incorporated under Chapter 181 (the chapter related to nonstock corporations)
• the name of your nonprofit
• the mailing address of your nonprofit's initial principal office
• the name, email, and street address of your nonprofit's initial registered agent
• the name and address of each incorporator
• a statement as to whether your nonprofit will have members, and
• if your nonprofit will make other distributions (under Wis. Stat. § 181.1302(4)), a statement to that effect.

In the articles, you can also name your nonprofit's purpose and initial directors. But you're not required to do so under Wisconsin law. The articles might ask you for additional information.

(Wis. Stat. § 181.0202 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

The DFI has an articles of incorporation form on its website that you can fill out to create your nonprofit corporation. You must attach the required dissolution clause, statement of purpose, and statements that your nonprofit will not engage in prohibited activities to your articles of incorporation. You'll need to label each clause with the appropriate article number.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Articles of Incorporation With the DFI

You can use the articles of incorporation form (Form 102) the DFI provides for your nonprofit. You can search for Form 102 on the DFI's business entity forms page. The form includes instructions to help you fill out your articles. Complete and mail your articles to the DFI following the instructions provided.

You can also file your articles online via the DFI website.

As of 2025, the filing fee for a Wisconsin nonprofit nonstock corporation is $35.

4. Prepare Bylaws for Your Wisconsin Nonprofit Corporation

Your nonprofit's incorporators or board of directors (or alternatively, its members) must adopt initial bylaws for your nonprofit corporation. (Wis. Stat. § 181.0206 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You can draft the bylaws yourself. You can use free and inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After incorporating your nonprofit, you must hold an organizational meeting to complete the organization of your nonprofit. If initial directors are named in your articles, then they'll hold this meeting at the call of a majority of the directors. If initial directors aren't named, then the incorporators must hold the meeting at the call of a majority of the incorporators.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been appointed)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(Wis. Stat. § 181.0205 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on the type of activities your nonprofit intends to carry on and where it's located, your nonprofit could need to obtain local and state business licenses or permits. Like most states, Wisconsin doesn't require a general business license to operate in the state. However, your city or county might require your nonprofit to have a general or special license to operate within city (or county) limits. In addition, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses.

For local licenses, check with your city or county clerk or visit your city or town website. For state license information, check the license and permit list of the Wisconsin Department of Agriculture, Trade and Consumer Protection website and the Wisconsin Department of Safety and Professional Services website.

You can also find more information and resources through Wisconsin's One Stop Business Portal. You can also use the One Stop Business Portal to register your nonprofit with the DFI, the Wisconsin Department of Revenue (DOR), and the Wisconsin Department of Workforce Development.

8. Obtain Your Federal and State Tax Exemptions

After you've created your nonprofit corporation, you can obtain your federal and Wisconsin state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Wisconsin State Tax Exemptions

If your nonprofit is exempt from paying federal income tax, then you don't need to file a corporation franchise or income tax return in Wisconsin with the DOR. However, you'll need to file an income tax return if you have $1,000 or more in income from regularly conducted unrelated trade or business.

In addition, 501(c)(3) nonprofits are exempt from paying Wisconsin sales and use tax. Nonprofits will need to apply for a certificate of exempt status (CES) number with the DOR. To obtain a CES number, you must file an Application for Wisconsin Sales and Use Tax Certificate of Exempt Status (Form 103). Attach a copy of your nonprofit's IRS 501(c)(3) determination letter.

Your nonprofit might need to register with the DFI for other taxes. Read the DFI's general information page for answers to frequently asked questions about state taxes.

Other State Reporting and Fundraising Registration Requirements

In general, you need to register your nonprofit with the DFI if you solicit contributions in Wisconsin and your nonprofit either:

• has a paid employee, and/or
• receives $25,000 or more in contributions in a fiscal year.

In Wisconsin, income from bingo or raffles, government grants, and dues from members aren't considered contributions.

Some nonprofits are exempt from the state registration requirement. For example, churches and other religious institutions that are exempt from filing IRS Form 990 don't have to register in Wisconsin.

You can register your nonprofit by filing a Charitable Organization Application (Form 296) with the DFI. Registered nonprofits must file an annual franchise report within 12 months after the fiscal year-end. You can find links to these forms on the DFI's charitable and professional organization forms page.

For more about registering nonprofits and filing reports in Wisconsin, see the charitable organizations FAQ page of the DFI website. You can find information about which organizations are exempt from registration, what forms your nonprofit must file, and what other government organizations you might need to register with.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).