To form an LLC in Wisconsin, here's everything you need to know.
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 Nolo's article How to Form an LLC.
1. Choose a Name for Your LLC
Under Wisconsin law, an LLC name must contain the words "Limited Liability Company" or "Limited Liability Co.," or end with the abbreviation "LLC" or "L.L.C."
Your LLC’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 at the Wisconsin Department of Financial Institutions business name database.
You may reserve a name for 120 days by filing a Name Reservation Application (Form 1) with the Wisconsin Department of Financial Institutions. The reservation must be filed by postal mail. The filing fee is $15.
2. File Articles of Organization
A Wisconsin LLC is created by filing Articles of Organization (Form 502) with the Wisconsin Department of Financial Institutions. The articles must include: the LLC's name and address; the name and address of the LLC’s registered agent; the name and address of each organizer; whether the LLC will be member-managed or manager-managed; and the name of the drafter of the articles. The articles may be filed online at the Wisconsin Department of Financial Institutions website or by postal mail. The filing fee is $170 for filing by mail and $130 for filing online.
3. Appoint a Registered Agent
Every Wisconsin LLC and Foreign LLC doing business in Wisconsin must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Wisconsin resident or a business entity authorized to do business in Wisconsin. The registered agent must have a physical street address in Wisconsin.
All of the paperwork and procedural steps to start a limited liability company in Wisconsin can be done online using Nolo's Wisconsin Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Wisconsin, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For details, consult the Wisconsin Department of Safety and Professional Services website.
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 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 Nolo's article, Annual Report and Tax Filing Requirements for LLCs: A 50-State Guide.
7. Annual Report
Every domestic and foreign LLC transacting business in Wisconsin must file an annual report with the Department of Financial Institutions. The report must be filed online at the Department of Financial Institutions website. 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. The due dates are March 31st, June 30th, September 30th, and December 31st. The Department will send a notice to your LLC's registered agent with instructions on how to complete the online filing. The filing fee is $25 for a domestic LLC and $80 for a foreign LLC.
8. Foreign LLCs Doing Business in Wisconsin
To do business in Wisconsin, all LLCs organized outside of the state must register with the Wisconsin Department of Financial Institutions. Foreign LLCs must appoint a registered agent for service of process. The agent may be a Wisconsin resident or a business entity authorized to do business in Wisconsin.
To register, file a Foreign Limited Liability Company Certificate of Registration Application (Form 521) with the Wisconsin Department of Financial Institutions. The application may be filed online or by postal mail. The filing fee is $100.
Before filing, make sure the LLC’s name is available in Wisconsin by checking the state's business name database. If the name is not available in Wisconsin, you should obtain a fictitious business name for use in the state and register with that name. To do so, file a Name Registration Application-Foreign Corporation or Foreign Limited Liability Company (Annual) (Form 1-R) with the Department of Financial Institutions. The filing fee is $50. The form must be filed by mail.
A Foreign LLC must file a new name registration application every year. All foreign LLC name registrations expire on December 31 of each year. A renewal application must be filed between October 1 and December 31. The application procedure and filing fee for a renewal is the same as for an original application, except that it is indicated as a renewal.
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