To form a corporation in Wisconsin, you need to name your corporation, choose a registered agent, file articles of incorporation, hold an organization meeting, and get an EIN. Read more about these steps below.
Your corporation's name must be distinguishable from the names of other business entities already on file with the Wisconsin Department of Financial Institutions. Names may be checked for availability in the Department of Financial Institutions' business name database.
Your corporation's name must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp," "inc.," "co.," or "ltd.," or comparable words or abbreviations in another language. Your name should not include the words "bank," trust," or "insurance" (except within the phrases "insurance agency," "insurance services," and "insurance group)."
You may reserve a name for 120 days by filing a Name Reservation Application with the Department of Financial Institutions (the reservation must be filed by mail). The filing fee is $15.
Every Wisconsin corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf in case it is sued. A registered agent may be an individual who resides in Wisconsin or a business entity authorized to do business in Wisconsin. The registered agent must have a physical street address in Wisconsin, not just a P.O. box. The agent should agree to accept service of process on your corporation's behalf prior to being designated as registered agent.
Your corporation is legally created by filing Articles of Incorporation with the Wisconsin Department of Financial Institutions. The articles must include:
You can file the articles online at the Wisconsin Department of Financial Institutions website or by mail. The filing fee is $100.
Bylaws are an internal corporate document that sets out the basic ground rules for operating your corporation. They are not filed with the state. While your corporation is not legally required to have corporate bylaws, you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. You can customize bylaws for your corporation on Nolo's website or read Incorporate Your Business, by Anthony Mancuso (Nolo).
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier (a corporate records book and company seal come with Nolo's corporate formation service).
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize the issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see Nolo's Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo). (Nolo's corporate formation service comes with filled-out Minutes of the First Meeting as well as an Incorporator's Statement.)
Every domestic and foreign corporation transacting business in Wisconsin must file an annual report with the Department of Financial Institutions. The report is due March 31 of each year. You should file the report online at the Department of Financial Institutions' website. The Department will send a notice to your corporation's registered agent with instructions on how to complete the online filing. The filing fee is $25.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.