Frequently asked questions about starting and running an LLC, or limited liability company.
Forming a limited liability company (LLC) in Wisconsin has many benefits. This legal business structure combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. You can also limit your personal liability for business debts by creating an LLC.
Here are the steps you need to take to form an LLC in Wisconsin. For more information on how to form an LLC in any state, see our article on how to start an LLC.
Under Wisconsin law, an LLC name must contain the words "limited liability company" or "limited company," or the abbreviation "LLC" or "LC." You can also abbreviate the words "limited" as "ltd." and "company" as "co." (Wis. Stat. § 183.0112 (2023).)
In addition, the name of your LLC must be distinguishable from the names of other business entities already on file with the Wisconsin Department of Financial Institutions (DFI). In other words, your business name can't be the same as another business's name (Wis. Stat. § 183.0112 (2023).) You can check which business names are available on the DFI's business name database.
If you want to claim a name for your LLC but aren't ready to register your business yet, you can reserve your business name until you're ready to file. You can reserve a name for 120 days by filing a Name Reservation Application (Form 1) with the DFI. (Wis. Stat. § 183.0113 (2023).) As of 2023, the filing fee is $15. The application can't be filed online. You can renew your name reservation.
Every Wisconsin LLC and foreign LLC doing business in Wisconsin must have an agent for service of process (called a "registered agent") in the state. A registered agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it's sued. The agent can be a Wisconsin resident or a business entity authorized to do business in Wisconsin. The registered agent must have an email and place of business in Wisconsin. (Wis. Stat. § 183.0115 (2023).)
A Wisconsin LLC is created by filing articles of organization with the DFI. The articles must include:
You have the option of also indicating whether the LLC will be member-managed or manager-managed.
You're not required to have an operating agreement for your LLC in Wisconsin. But it's a good idea to create one. The operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. (Wis. Stat. § 183.0105 (2023).)
The operating agreement is purely an internal document and isn't filed with the DFI. If an existing or newly-created LLC doesn't adopt an operating agreement, its existing articles of organization and state law will govern the LLC.
Other tax and regulatory requirements might apply to your LLC. These additional requirements include:
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for it only if it'll have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business Licenses. Depending on its type of business and where it's located, your LLC could need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, consult the Wisconsin Department of Safety and Professional Services website. For more information, see our article on how to get a small business license in Wisconsin.
Wisconsin Department of Revenue. In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the Wisconsin Department of Revenue (DOR). You can register your business online using the DOR's Taxpayer Access Point (TAP) or on paper using Form BTR-101, Application for Business Tax Registration. For more information on state LLC tax registration, check out our article on LLC annual report and tax filing requirements.
Every domestic and foreign LLC transacting business in Wisconsin must file an annual report with the DFI. You can file your report online or by mailing Form 5 to the SOS. The annual report is due at the end of the calendar quarter of the anniversary month of the LLC's formation. For example, an LLC formed on July 15 must file the report by September 30. Depending on what month you filed your articles of organization, your due date will be March 31st, June 30th, September 30th, or December 31st.
The Department will send a notice to your LLC's registered agent with instructions on how to complete the online filing. As of 2023, the filing fee is $25.
Wisconsin has a lot of state resources to help small business owners get started. The DOR's starting a business webpage guides you through the online business registration process and has links to business resources. You can find links to the:
If you want personalized, professional help when creating your LLC, talk to a Wisconsin business lawyer. They can help you file your formation paperwork, draft your governing documents, and apply for the necessary licenses and permits.