How to Incorporate in Wisconsin

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If you’re looking to incorporate in Wisconsin, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form 2: Articles of Incorporation - Stock For-Profit Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form BTR-101: Application for Business Tax Registration
  • Incorporation: $100 + optional $25 expedite fee
  • Wisconsin tax registration: $20
  • Incorporation: ~4-7 business days. ~1 business day for $25 expedite fee.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Wisconsin".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Wisconsin".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Wisconsin Department of Financial Institutions (DFI) - Corporation Section
    Name Reservation: Optional
    Suffix Requirements:

    Shall contain the word "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like import in another language. 
    Wisconsin Statutes §180.0401

  3. Appoint a Registered Agent

    Identify the corporation’s Wisconsin registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  4. File Wisconsin Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Wisconsin Department of Financial Institutions (DFI) - Corporation Section
    Form:

    Form 2: Articles of Incorporation

    Filing Method:

    Mail or online

    Agency Fee:

    $100 + optional $25 expedite fee

    Turnaround:

    ~4-7 business days. ~1 business day for $25 expedite fee.

    Law:

    Wisconsin Statutes - Chapter 180: Business Corporations

    Notes:

    Submit original and one copy. The copy will be marked "FILED" and returned as evidence of filing.

    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    A corporation shall keep as permanent records any of the following that has been prepared: (a) Minutes of meetings of its shareholders and board of directors. (b) Records of actions taken by the shareholders or board of directors without a meeting. (c) Records of actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation.
    Wis. Stat. §180.1601

    Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state (Wis. Stat. §180.0206). You will review and ratify the bylaws at your first board of directors meeting.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with Wis. Stat. §180.0205. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: Natural person.
    • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
    • As stated in the bylaws, but a minimum of one. One person may hold multiple offices.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Optional, but shareholder must receive a writing with the same information.
    • Voting Trusts Allowed: Yes.
    • Required: Yes.
    • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Wisconsin State Tax Identification Numbers/Accounts

    Wisconsin offers a consolidated registration application for new business state tax registration.


    Agency:Wisconsin Department of Revenue
    Form:Form BTR-101: Application for Business Tax Registration
    Filing Method:Mail, fax, or online
    Agency Fee:$20
    Turnaround:~15 business days
    Notes:

    Business Tax Registration (BTR) must be renewed after 2 years for a fee of $10.

    Business Tax Registration Common Questions

    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Wisconsin Business License

    Not required



    General Business License licensure is not required on the State level in Wisconsin.

    Wisconsin does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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