When it comes to Wisconsin incorporation, the process is fairly simple. Below, we will outline every step of the process and everything else you need to know about Wisconsin incorporation. At SunDoc Filings, we specialize in incorporation throughout the nation, in all 50 states. We’d be happy to handle some or all of the paperwork for your Wisconsin incorporation.

In order to file your incorporation in the state of Wisconsin, it’s not necessary to have a lawyer. On the other hand, it’s smart to have professional consultation for matters related to the process of incorporation. This article cannot be construed as tax, accounting, or legal advice. Always consult licensed professionals when it comes to these matters and your particular situation.

Overview

There is a filing fee for incorporating in the state of Wisconsin. You’ll need to file Articles of Incorporation with the Wisconsin Secretary of State in order to incorporate. You’ll also need to have an available company name, and you’ll need to know which type of corporation you want as well as your corporate address and the name of the Registered Agent. 

Additionally, you’ll need to provide the number of shares you’re authorizing the corporation to issue as well as the number of shareholders (depending on your chosen corporation type).

Outside of the actual filing, you will also need your EIN or Federal Tax ID Number. This can be obtained from the IRS. You'll have to know the names of your corporate officers and directors if you have them. At your initial Board of Directors meeting, you will have to adopt bylaws. While your bylaws won’t be filed with the state, they should be kept in your own records. Also at your initial Board of Directors meeting, you’ll need to appoint officers. Again, it’s not required to list these names in the Articles of Incorporation.

Incorporating

The General Stock Corporation is the most common type of corporation. It has an unlimited potential number of shareholders. It’s possible to choose to be a Close Corporation, and this means you can set a limit in the articles on the number of shareholders — not to exceed 35. A Professional Corporation is mandated by Wisconsin for certain professionals.

The forms supplied by the State of Wisconsin for download will help you meet the minimum requirements of the Wisconsin Corporations Code. On the other hand, to meet your own specific needs, you can also create your own forms — that is, your attorney can draw up a document from scratch for you.

For example: The default Articles of Incorporation will limit your corporation to one class of shares. But in your custom document, you can change this if you like. In the same vein, if desired, you may name initial directors in the articles — provided that you include all directors and they all sign the document.

It is essential that every corporation have 3 officers: President, Treasurer, and Secretary. If desired, a single person can fill all of these roles. Usually, a Wisconsin corporation has to have a minimum of 3 directors, except for certain cases where no shares have been issued or the shareholders are less than 3. For the most part, the bylaws will outline the number and limit of directors. This is the case unless the articles stipulate this.

To change the Articles of Incorporation, you must file an amendment with the state. On the other hand, to change the bylaws, it’s usually mandated that a vote of directors and shareholders make amendments at a formal meeting. Your bylaws will set the times and methods for these formal meetings, in addition to things like the actual powers of directors. This must all be in accordance with relevant provisions of Wisconsin law. All meetings must keep minutes as well.

Corporations store bylaws and other company documents, meeting minutes, and stock papers in a Corporate Records Book. Corporate Kits are useful compilations of standard documents to run the corporation. These are customized to your state and include things like a corporate seal embosser, stock certificates, meeting minutes, and more. If you wish to purchase a Corporate Kit, SunDoc can supply you with one. See our Wisconsin Corporate Kit page for more information.

Registered Agent

Every Wisconsin corporation is required to have a registered agent. This is a company or individual who can be reliably available. More specifically, they must be available during business hours and at a known address for legal and various other communications by the State of Wisconsin. If you are interested, this is another service provided by SunDoc to help you outsource your company routine. For more information on this, please see our article: What is a Registered Agent? Why Do I Need One?

Name Search

You must choose a name to submit to the state in your Articles of Incorporation that is clearly available for you to use. You’ll make sure your name is available in the State of Wisconsin according to the records of the Secretary of State. Your filing will be rejected if the name is not available. According to law, your name cannot mislead the public in some way. It can’t resemble another name so closely as to lead to deception either. Keep in mind other statutory requirements as well.

You should spend some effort developing your company name — both to comply with the law and for your own best branding. You can run searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

To apply for your EIN, you’ll need to submit Form SS4 to the IRS. There is no charge. SunDoc can also apply for your EIN on your behalf. See our EIN page for more information.

Next Steps

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