Key Takeaways

  • A Wisconsin LLC requires a unique name, registered agent, and Articles of Organization filed with the Wisconsin Department of Financial Institutions (DFI).
  • Filing fees are $130 online or $170 by mail, with expedited processing available.
  • An Operating Agreement, while not required, is strongly recommended to clarify ownership and management.
  • An EIN is needed for taxes, hiring employees, and opening business bank accounts.
  • LLC owners must comply with state tax obligations, annual report filings, and industry-specific licensing requirements.
  • Wisconsin adopted a new LLC law in 2023 aligning with the Revised Uniform Limited Liability Company Act (RULLCA), which modernizes governance and default rules.
  • Foreign LLCs doing business in Wisconsin must register with the state, appoint a local registered agent, and renew name registrations annually.

Forming a Wisconsin LLC involves several steps and rules. Start by considering what to name your Wisconsin LLC. This will involve some research. It would also be helpful to create a list of possible names that reflect what your business will be about, and what would be easily accessible and searchable by possible clients.

The state of Wisconsin has guidelines for naming a LLC. Here is what you should consider:

  • Whatever moniker chosen, the guidelines state that it should end with the words Limited Liability Company, or the acronyms LLC or L.L.C.
  • Be aware in Wisconsin some restriction exists on using some words such as Attorney, Bank, University, etc. Those particular words have an association with licenses and other statutes and unless an owner has those particular certificates, they cannot use those words in a business name.
  • Other restricted words include making business names similar to state or federal agency names, such as FBI, Treasury, or Secret Service.

After creating a list of possible names visit the State of Wisconsin website and do a name search. Your business name cannot duplicate another business entity. It must be unique.

Once a name has been decided upon, reserve a domain name on the internet.  This establishes a business presence quickly and protects anyone else from using the name in that venue. Even if the business has not had time to formally organize, you can reserve the name for a time by paying a $15 filing fee plus mailing a document by mail. Then, it would also be a good idea to create an email address using the same business name.

Choosing a Registered Agent

To begin formalizing the Wisconsin LLC further, nominate a Registered Agent for your enterprise. A registered agent is defined as a person who agrees to receive and send legal papers for the LLC to individuals and agencies. It will include filing documents for the business. The state of Wisconsin requires a registered agent to be a resident of the state, with a physical street address in Wisconsin. An owner can be the registered agent.

File the Articles of Organization

Further formalization of the Wisconsin LLC continues with creating the Articles of Organization with the State of Wisconsin. Filing the articles of organization has the option of mailing a document or filing online. The costs are listed as $170 by mail and $130 online and those filing fees remain non-refundable. The parameters are:

  • File in duplicate
  • Must have LLC’s name and address
  • Name and address of the registered agent
  • Name, address, and dated signature of organizers
  • Name of the drafter of the articles

At this point make the decision if your business LLC will become member-managed or manager-manager style. If you happen to have an LLC in another state and you wish to expand to the state of Wisconsin, then the process of filing switches to one for a Foreign LLC.

Filing Options and Processing Times

Wisconsin offers both online and paper filing for Articles of Organization. Online submissions are typically processed within one business day, making them the fastest option. Mail filings may take up to five business days, plus mailing time. Expedited service is available for an additional $25 fee. When filing, be prepared to designate whether the LLC will be member-managed or manager-managed.

Operating Agreement

The operating agreement in Wisconsin is not required to be filed with the articles of organization. However, most recommend that business owners do so anyway in case of court disputes. The operating agreement is a legal document that delineates the ownership and lists how your business operates. The registered agent must keep the document on file. For a Wisconsin LLC with more than one member, it is advised to have an operating agreement among members.

Impact of Wisconsin’s New LLC Law

In 2023, Wisconsin updated its LLC laws to align more closely with the Revised Uniform Limited Liability Company Act (RULLCA). The law applies to LLCs formed on or after January 1, 2023, but older LLCs can opt in. The revised statute introduces clearer default rules for voting rights, fiduciary duties, and the enforceability of operating agreements. For example:

  • Member Rights: Unless otherwise stated, each member has equal voting power, regardless of ownership percentage.
  • Fiduciary Duties: Members and managers owe duties of loyalty and care to the LLC, though some duties can be modified in the operating agreement.
  • Flexibility: Operating agreements may now include oral or implied terms, not just written ones.

Understanding these changes is important for both new and existing LLC owners to ensure agreements reflect business goals.

EIN

EIN stands for employee identification number or Federal Tax Identification Number. It identifies a business entity with the USA government, and can be given in lieu of an individual’s social security number. The following covers the functions of an EIN:

  • An EIN separates business processes from individual accounts and therefore protects an owner’s assets.
  • Obtaining an EIN allows the filing of state and federal taxes of a business; not having an EIN means an individual would have to use their social security number to file, and all liability and taxes would become the responsibility of the individual.

Even if you do not plan on hiring employees for an LLC, you must obtain an EIN. When opening a business account with a bank, they will require an EIN. Apply for an EIN online or print the form from the IRS site and mail.

Wisconsin State Tax Registration

In addition to obtaining a federal EIN, most Wisconsin LLCs must register with the Department of Revenue for state tax purposes. This may include:

  • Sales and Use Tax Permit – Required if selling taxable goods or services.
  • Withholding Tax Registration – Required if hiring employees.
  • Excise Taxes – Applies to specific industries like alcohol, tobacco, or fuel.

Registration can be completed online through the Wisconsin Department of Revenue’s “My Tax Account” system.

Key Steps

After registering, begin exploring bank business accounts. Obtaining a business bank account begins with the separation process between an owner’s personal assets and the business’ assets. This protects your personal assets. As an added bonus, it makes accounting and tax filing an easier process.

Credit Card

Next, apply for a business credit card that allows recording of personal and business expenses separately. This builds a credit history in a business’ name rather than an individual’s name. At some point, you may need investors, and a business credit history may prove useful in that.

Covering Employees and Products

Wisconsin requires registration for Wisconsin Unemployment Insurance in the Department of Workforce Development. In the State of Wisconsin Department of Revenue, register for Employee Withholding Tax. A business owner can use the DOR Taxpayer Access Point known as TAP online or uses form BTR-101 Application of Business Tax Registration.

If the business has taxable goods or services in Wisconsin also register for Wisconsin Sales Tax  with the Department of Revenue. Check on the Workman Compensation Insurance. Depending on how an employee becomes classified, determine if this type of insurance is needed. Though not required, a general liability insurance may be needed as well to protect assets.

Accounting System

Tracking income, expenses, and bills make up the transactions of LLC business finance. Well-managed, it can make an owner aware of trends in the business that would allow him to make decisions that maximize profits and simplify annual tax filing.

Find a software that matches your business needs. A feature that helps make it run efficiently and smoothly remains that accounting software that synchronize with the bank automatically. Make sure the software correlates transactions to invoices, purchase orders, and bills. If the software gives phone access so much the better.

Regulations

  • For federal regulations regarding a business, visit the U.S. Small Business Administration (SBA). The website offers guidelines for federal business permits and licenses for different industries.
  • For state government regulations, use Wisconsin’s Department of Safety and Professional Services to discover licenses, registration, and permits needed.
  • For local requirements, use the Local Chamber of Commerce.

Professional services can also do research for the business owner of an LLC. Each state has its own variant of requirements for LLCs, so when expanding, be sure to check requirements for that state.

Take note of other legal obligations, including annual reports, biennial reports, and state taxes.

Required Business Licenses and Local Permits

Unlike corporations, LLCs in Wisconsin do not receive a statewide business license. Instead, licensing depends on the nature of your business and its location. Common licenses include:

  • Professional Licenses for fields like accounting, law, real estate, and medicine.
  • Health and Safety Permits for food service or childcare businesses.
  • Zoning and Building Permits from city or county governments.

Checking with the Wisconsin Department of Safety and Professional Services and your local municipality ensures compliance.

Other Considerations

Hiring employees has a whole set of parameters to meet. It begins with ensuring the employee has eligibility to work in the U.S.  Other things to consider are:

  • Classifying employees as new hires in the State of Wisconsin
  • Providing Workman’s Compensation Insurance
  • Withholding Income Tax
  • Print and Install Compliance Posters
  • Payment of Employees
  • Develop policies and schedules for each area.

Summarizing the Steps to Creating a Wisconsin Business

The following is an overview of the process of developing an LLC.

  • Create a suitable business idea
  • Analyze the idea
  • Make a business plan
  • Formally organize the business using the LLC structure
  • Acquire business license, permits, and register with the state in all areas
  • Open a business bank account
  • Build a website and decide on your brand

Using the larger organization pattern lets a business owner break up the needs into smaller increments at create a business at their pace. It helps delegate some of the responsibility to other members.

Maintaining an LLC

There will be an initial flurry of activity, but soon the business will become operational and move into a different mode, away from permits and licensing. Implementing a daily routine will become a major concern for the business.

Some maintenance items have to be taken care of. In Wisconsin, this includes filing periodic reports to keep the business in good standing. Wisconsin requires LLCs to file online annually with the Wisconsin Department of Financial Institution. These documents can be mailed, but most recommend that this process be done online. The deadline for these documents is the anniversary date of the LLC formation that is nearest the calendar quarters: March 31st, June 30th, September 30th, and December 31st.

The LLC’s registered agent will receive a notice from the department outlining the instructions of using the online filing form. For a domestic in-state LLC, the fee for annual reports is $25 and for an out-of-state foreign LLC, the fee is $80.

If an annual report is not filed, the state of Wisconsin will dissolve your LLC within the next year for failure to file.

A registered agent should take on the responsibility of preventing late filings and submitting reports, and owners should check if the agent has performed these duties.

A foreign LLC might undergo a different process since their business covers two states. Wisconsin no longer requires that taxes be paid to the state, but it does not relieve the responsibility in the other state.

As a pass-through entity, the LLC itself does not pay income tax, but the individuals do once they receive a profit. If an LLC crosses state lines, then the LLC may need to report income to the appropriate states so keep a record and the information clear. In Wisconsin, multi-membered LLCs must file a partnership income return Form 3.

Wisconsin Annual Report Requirements

All Wisconsin LLCs must file an annual report with the Department of Financial Institutions (DFI). Reports are due at the end of the quarter of your formation anniversary month (March 31, June 30, September 30, or December 31). Filing is done online, with fees set at $25 for domestic LLCs and $80 for foreign LLCs. Failure to file within a year may result in administrative dissolution.

Certificate of Good Standing

These certificates show that the LLC is well-run, and is often used to obtain investor capital. The certificate certifies proper maintenance and formation, and can be used for forming a foreign version of the LLC in another state, renewal of specific licenses or permits, and getting funding from banks.

Dissolving a Wisconsin LLC

If the business fails, do not let it fade away. A process exists to dissolve the business officially. Tax liabilities and penalties are possible if the business does not officially dissolve. An owner can remain legally liable. Check with members and close the business accounts and file an Article of Dissolution.

Foreign LLC in Wisconsin

As referred to earlier, out of state LLCs operating in Wisconsin are foreign LLCs. These LLCs also register with Wisconsin Department of Financial Institutions.

Interested parties may apply online or by mail. Like a domestic LLC, a registered agent is appointed for the foreign LLC. Begin by filing a Foreign Limited Liability Company Certificate of Registration Application form 521 with the Wisconsin Department of Financial Institutions.

The fee costs $100. If the foreign LLC name has been taken in Wisconsin, do not give up. File for a fictitious business name in the state and register. Then file a Name Registration Application Foreign Corporation or Foreign Limited Liability Company annual form 1-R with the Department of Financial Institutions for $50.

Every year, the foreign LLC must file a new name since it expires every December 31st. It may be renewed between October 1st and December 31st, with the same process as before however labeled as “renewal”. With this, your companies across state lines can operate as if one entity in different jurisdictions.

Summarizing How to Start an LLC in Wisconsin

Wisconsin has state-specific requirements follow those and ask questions. The process remains long but obtainable.

The processing time for LLC documents and filings average about 5 business days upon receipt of the documents. If high volume occurs, then that time will be delayed so leave plenty of time for obtaining the documents. For an additional fee, an expedited service will speed up the process.

Be aware Wisconsin does treat LLCs more like a corporation than a sole proprietorship.  An owner opts in on what tax responsibility to do. Depending on services rendered other fees and taxes may apply.

Frequently Asked Questions

1. How much does it cost to start a Wisconsin LLC?

The filing fee is $130 online or $170 by mail. Expedited service is available for $25.

2. Do I need an operating agreement for my Wisconsin LLC?

While not legally required, an operating agreement is strongly recommended to clarify management structure, member roles, and profit distribution.

3. What taxes does a Wisconsin LLC pay?

LLCs are pass-through entities, so profits are reported on owners’ personal tax returns. However, LLCs may owe state sales tax, withholding tax, or excise taxes depending on the business.

4. When are annual reports due for a Wisconsin LLC?

Reports are due on the last day of the quarter of your formation anniversary month, with a $25 filing fee for domestic LLCs.

5. Can a foreign LLC do business in Wisconsin?

Yes. Foreign LLCs must register with the Department of Financial Institutions, appoint a Wisconsin registered agent, and renew their name registration annually.

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