Wisconsin Incorporation

Wisconsin Incorporation

Form a Wisconsin Corporation

Incorporate Wisconsin Online: Form a Wisconsin (WI) corporation. Incorporate in Wisconsin online with the Wisconsin incorporation experts at LawInc.com Forming a Wisconsin corporation has never been simpler. We will help you form a Wisconsin corporation, the right way. To simply incorporate in Wisconsin, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate in Wisconsin today.

Incorporating in Wisconsin

Incorporating a Wisconsin corporation can be vital to businesses based of Wisconsin. At LawInc, we prepare your Wisconsin corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Wisconsin corporation Tax ID number and file your Wisconsin S corporation election with the IRS.

Incorporate Wisconsin

Incorporate in Wisconsin with the Wisconsin incorporation experts. Incorporate in Wisconsin easily. Incorporate in Wisconsin quickly. Incorporate in Wisconsin affordably. Incorporate in Wisconsin with the experts at LawInc.com.

Wisconsin Incorporation Information

The following Wisconsin incorporation information will likely be helpful when deciding to incorporate in Wisconsin .

Wisconsin Corporation Name

The first step in forming a Wisconsin corporation is selecting the business name. Wisconsin corporation names:

  • Must contain “Corporation”, “Incorporated”, “Company”, “Limited,” “Corp.”, “Inc.,” “Co.” or “Ltd.”
  • May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by WI Business Corporation Act and its articles of incorporation.
  • Must be distinguishable from the name of any other entity whose name is carried in the records.

An available Wisconsin corporation name may be reserved with the Wisconsin Secretary of State for a 120 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Wisconsin corporation, prior to filing.

Wisconsin Corporation Formation

Wisconsin Filing Procedure: To incorporate in Wisconsin , you must file Wisconsin Articles of Incorporation with the Wisconsin Secretary of State.

Wisconsin Corporation Charter: The Wisconsin corporation charter should include:

  • Name of the Wisconsin corporation.
  • Number shares the Wisconsin corporation will have the authority to issue.
  • Name and physical address of the Wisconsin corporation’s registered agent.
  • Address of Wisconsin corporation’s principal office.
  • Name and signature of Wisconsin corporation incorporators.

Wisconsin Corporation Filing Fee: The Wisconsin corporation filing fee is $100.

Wisconsin Corporation Authorized Shares: When you incorporate in Wisconsin, there is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.

Wisconsin Corporation Incorporator: Minimum number of incorporators is one (1) and there is no requirement that the incorporator be a resident of Wisconsin.

Wisconsin Corporation Limitation of Liability: Under the Wisconsin Business Corporation Law, a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following: (a) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest. (b) A violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful. (c) A transaction from which the director derived an improper personal profit. (d) Willful misconduct. A Wisconsin corporation may limit the immunity provided under this section by its Articles of Incorporation.

Wisconsin Corporation Directors: Minimum number of Wisconsin corporation directors is one (1).

Wisconsin Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Wisconsin Business Corporation Law.”

Wisconsin Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since Wisconsin state incorporation fees are not based on the share structure.

Wisconsin Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Wisconsin Registered Agent: When incorporating in Wisconsin , a Wisconsin corporation must maintain a registered agent and office to receive service of process in Wisconsin . The Wisconsin registered agent should be available, at a Wisconsin physical address, during normal business hours to accept important legal and tax documents on behalf of the Wisconsin corporation. The registered agent can either be (1) an individual with a physical Wisconsin address or (2) a corporation authorized to serve as registered agent.

Wisconsin Corporation Post-Filing Requirements

Wisconsin Corporation Annual Report: Wisconsin corporations must file an annual report which is due at the end of the incorporation anniversary quarter. Quarterly filing due dates are March 31, June 30, September 30, and December 31. For example, if the Wisconsin corporation is formed on January 10th, the annual report would be due on March 31. The fee to file online is $25. There is no late filing fee. However, failing to file within 60 days of receiving a delinquency notice, the Wisconsin corporation will be administratively dissolved. To file the Wisconsin corporation annual report, visit: https://www.wdfi.org/apps/corpar/.

Wisconsin Corporate Minutes: Wisconsin corporations should hold and document annual shareholder and director meetings.

Wisconsin Corporation Taxes

Wisconsin Corporation Taxes: For information on Wisconsin taxes, visit: http://www.dor.state.wi.us/.

Wisconsin C Corporation: When incorporating in Wisconsin , all Wisconsin corporations formed by default are “C” corporations. A Wisconsin C corporation is a Wisconsin corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Wisconsin C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Wisconsin C corporations offer many planning and benefit opportunities.

Wisconsin S Corporation: A Wisconsin S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Wisconsin S corporations are not subject to the double taxation C corporations encounter. Wisconsin recognizes federal s corporation status.

These are the 3 main advantages of forming a Wisconsin S corporation:

  1. No double taxation: One of the main advantages of Wisconsin S corporation status is that it avoids the double taxation that occurs with a regular Wisconsin C corporation. In a Wisconsin C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
  2. Loss deductions: The availability of losses. Shareholders of a Wisconsin S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Wisconsin C corporation, however, may offset only the corporation’s earnings.
  3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Wisconsin , Wisconsin corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

Wisconsin Corporation Dissolution

Wisconsin Corporation State Dissolution Requirements: A Wisconsin corporation can be voluntarily dissolved by filing Articles of Dissolution with the Wisconsin Secretary of State. The fee is $20.

Wisconsin Corporation Federal/IRS Dissolution Requirements: Wisconsin corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation, when dissolving a Wisconsin corporation. A final tax return should be filed with the IRS after filing the necessary Wisconsin dissolution pipework. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with a Wisconsin accountant regarding all Wisconsin tax related requirements.