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LeapLaw's 50 State Blawg  > Wisconsin
Sponsored by:
Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
Capitol Professional Building
590 Park Street, Suite 6
St. Paul, MN 55103
www.premiercorp.com
Phone: (651) 225-9500
Toll Free: (800) 227-1256
Fax: (800) 227-1263




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Basics Box: Wisconsin
Dept. of Financial Institutions
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: Yes; LLC formations
  • Expedited Services:
  • UCC: No
    Corporate: Yes ($25 - standard turnaround time 5 business days)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes; but no priority is given
    Advantages of Choosing NRAI as Your Registered Agent (Wisconsin)
    Annual Reports (Wisconsin)
    Apostilles and Authentications (Wisconsin)
    Contact Information in Wisconsin
    Domestic Corporate Dissolution Summary (Wisconsin)
    Domestic Corporate Summary (Wisconsin)
    Foreign Qualification Summary (Wisconsin)
    LLC Formation Summary (Wisconsin)
    Recommended Service Company (Wisconsin)
    UCC Filings (Wisconsin)

    Advantages of Choosing NRAI as Your Registered Agent (Wisconsin)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.

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  • Annual Reports (Wisconsin)
    In Wisconsin, annual reports are required for domestic and foreign corporations and domestic and foreign limited liability companies.

    Domestic corporations and LLCs are due in the anniversary quarter (i.e. Feb incorporation date, company could file between Jan 1-March 31)
    Foreign corporations and LLCs are due March 31.

    Forms:

    Annual report forms are not available for downloading on the Dept. of Financial Institutions (DFI) web site. Annual report forms are distributed automatically to corporations and limited liability companies, c/o the organization's registered agent and office in Wisconsin.

    If a report form is not received, call (608) 261-7577 to request a replacement form captioned with the corporation's name and ID number. Hearing-impaired may call 608-266-8818 for TTY

    LPs and LLPs are not required to file annually.

    Filing Online: Online filing is available.

    PENALTIES FOR FAILURE TO FILE: When a corporation is revoked for failure to file its annual report the company may reinstate if, WITHIN SIX MONTHS of the revocation it:

    Corrects the grounds for revocation (files late annual reports); and
    Pays any fees or penalties due to the DFI under Chapter 180 or $5,000, whichever is less.

    The reinstatement shall take effect as of the date of the revocation, so that business may be carried on as if the revocation never occurred.

    Annual Reports, Generally

    Annual or biennial filings (a/k/a annual reports or biennial reports) are required by most secretary of states for domestic and foreign corporations and limited liability companies in order to maintain “good standing” status. This is a state law requirement, independent of any securities law or any requirement of an exchange on which the stock may be listed. These reports may include a simple listing of officers and/or directors and may require detailed financial and stock information. Some states require pre-printed forms while others allow the forms to be drafted by the company pursuant to state laws. Forms and requirements may be found at LeapLaw's Corporate/LLC Connection.


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    Apostilles and Authentications (Wisconsin)
    Requests are processed in the order they are received.

    Turn-around time: generally 3 to 5 working days once received. (This time can vary based on staffing levels and quantity of requests received.)

    Documents notarized by a Wisconsin Notary and/or issued by a Wisconsin Public Officer (ie: Wisconsin Register of Deeds, Clerk of Circuit Court, County Clerk, State Registrar, etc.) are authenicated.

    Send Certificate Request Forms to:

    Mail:
    Secretary of State-Certification Desk
    PO Box 7848
    Madison WI 53707-7848

    Courier Address:
    Secretary of State-Certification Desk
    30 W Mifflin 10th Floor
    Madison WI 53702

    Contact:

    Certification Desk Phone: 608-266-5503

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the WI DFI as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information in Wisconsin
    Department of Financial Institutions
    345 W Washington Avenue
    Madison, WI 53703

    Phone: (608) 261-9555

    Fax: (608) 261-7200

    Secretary of State

    Office of the Secretary, 5th Floor
    P O Box 8861
    Madison, WI 53708-8861

    Phone: (608) 264-7800

    Fax: (608) 261-4334

    Email: askthesecretary@dfi.state.wi.us

    Corporations:

    Division of Corporate and Consumer Services
    Corporations Bureau, 3rd Floor
    Ray Allen
    PO Box 7846
    Madison, WI 53707-7846
    (608) 261-7577
    Fax: (608) 267-6813

    UCC:

    Uniform Commercial Code Bureau, 3rd Floor
    PO Box 7847
    Madison, WI 53707-7847
    (608) 261-9548
    Fax: (608) 264-7965

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    Domestic Corporate Dissolution Summary (Wisconsin)
    Pursuant to Wisconsin Business Corporation Law (Wis. Stat. 180- sub ch. XIV), to successfully dissolve a Wisconsin corporation Articles of Dissolution are filed with the WI Secretary of State (WI SOS).

    Tax Clearance: No tax clearance is required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or unanimous written consent.

    Execution and Filing: Form must be signed by incorporator (if prior to commencing business) or officer. An original and one copy is submitted to the Department of Financial Institutions.

    Filing fee: $20.00

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporate Summary (Wisconsin)
    Pursuant to Wisconsin Business Corporation Law (Wis. Stat. 180-0101 et seq.), a corporation incorporating in Wisconsin files Articles of Incorporation with the Dept. of Financial Institutions (DFI).

    Online filing is available.

    Corporate Name: The corporate must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None. There is a $100 flat fee, regardless of the number of shares. The number of shares must be stated. "Unlimited" is not acceptable.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Wisconsin.

    Filing: Originals not required; fax copies accepted.

    Restricted Words


    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Wisconsin)
    Pursuant to the Wisconsin Business Corporation Law (Wis. Stat. 180-1501 et seq.), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Dept. of Financial Institutions (DFI).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Name Conflict: If a corporation's name is unavailable due to conflict, it may qualify by adopting a fictitious name and filing a copy of the dircectors resolution with the Application for Certificate of Authority.

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the DFI.

    Filing Fee: $100.00

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Wisconsin)
    Pursuant to the Wisconsin Limited Liability Company Act (Wis. Stat. 183.0102 et seq.), a limited liability company forming in Wisconsin files articles of organization with the Dept. of Financial Institutions (DFI).

    Online: An LLC can be formed online using QuickStart LLC.

    LLC Name: The LLC name must contain "limited liability company" or "limited liability co." or end with the abbreviation "L.L.C." or "LLC"

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)"

    Filing Fee: $170.00

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (Wisconsin)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Premier Corporate Services, Inc.
    Capitol Professional Building
    590 Park Street, Suite 6
    St. Paul, MN 55103
    Phone: 651.225-9500 / 800.227.1256
    Fax: 800.227.1263
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    UCC Filings (Wisconsin)
    UCC Financing Statements are filed in Wisconsin with the WI Dept. of Financial Institutions using < InstantUCC. Fixture filings will be filed at the county level where the mortgage is registered.

    In Wisconsin, UCC filings can be filed online using or submitted to the Department of Financial Institutions (DFI) using a paper form. One copy is required to be filed.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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