Why Start a Wisconsin Corporation?
The state offers a range of business incentives, giving businesses in Wisconsin a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.
For example Economic Development Tax Credits are available for the creation of new full-time jobs and/or significant capital investment. Tax credits, which may be carried forward for up to 15 years, may be earned by businesses locating their global, national, divisional or regional headquarters to Wisconsin, or by businesses with an existing Wisconsin headquarters that are at risk of leaving the state.
For a lot of entrepreneurs looking to start a larger business, a WI incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on your goals. For smaller businesses, limited liability companies are typically a better option. An LLC is easier to set up and receive many of the same benefits as corporations, but with less regulation.
Learn more about forming a Wisconsin LLC so you can decide which business entity is right for you.
Benefits of Forming a Wisconsin C Corporation
It offers you numerous advantages including, but not limited to:
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one type of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming a Wisconsin S Corporation
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those that apply to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Department of Financial Institutions in Wisconsin.
Start a Business in Wisconsin Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form an WI Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Incorporation with the Wisconsin Department of Financial Institutions
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
1
Choose a Unique Business Name and Complete a State Business Search
Every Wisconsin business must have a unique name that isn't already being used by another business in the state. If you’re having difficulty coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Wisconsin Corporation Names page.
Once you’ve chosen a name, you’ll need to make sure it’s available in Wisconsin. To see whether another company in the state is using your desired business name, use our tool to do a Wisconsin entity search, or you can carry out a name search on the state's website.
2
Provide an Official Business Address for Your Corporation
All WI corporations must have a designated address. It could be your residence address (if you’re running the company from your domicile), a building where your office is located or any physical address of your choice. The address can be outside the state of Wisconsin and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Wisconsin virtual mailbox where we'll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Registered Agent
Someone who receives official correspondence and is responsible for filing reports with the Wisconsin Department of Financial Institutions (DFI) is known as a Registered Agent. Every Wisconsin corporation is required to have a Registered Agent.
You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Wisconsin is a person, they must have a physical street address in Wisconsin and must be present during business hours to receive important documentation on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the DFI and formally create your corporation.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Incorporation with the Wisconsin Department of Financial Institutions (DFI)
Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Department of Financial Institutions. This will officially create your business.
Here’s what is typically included:
- Your business name
- The corporation’s capital structure (number of shares to be issued)
- Registered Agent's name and address
- Name and address of each incorporator
- Each incorporator's signature
Your Articles of Incorporation can be filed online via the state's website. You can also mail the form to the Department of Financial Institutions, or Incfile can file it on your behalf. The WI Corporation filing fee is $100.
File by Mail
State of WI – Dept. of Financial Institutions
Box 93348
Milwaukee WI, 53293-0348
You only need to file your Articles of Incorporation in Wisconsin once, but every two years after, you'll also need to file an annual report with the Department of Financial Institutions in WI. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Wisconsin?
Wisconsin Filing Time & Price
| State Fee | State Filing Time | Expedited Filing Time |
| $100 | 3 Weeks | 1 Business Day |
| State Fee | $100 | |
| State Filing Time | 3 Weeks | |
| Expedited Filing Time | 1 Business Day |
Annual Report
Frequency
Annually
Due Date
Based on anniversary date
Domestic
Jan 1 - Mar 31: Mar 31
Apr 1 - Jun 30: Jun 31
Jul 1 - Sep 30: Sep 30
Oct 1 - Dec 31: Dec 31
Foreign
During first calendar quarter of each year following calendar year in which foreign corporation was authorized to transact business.
Filing Fee
$26**$40 if you file with a paper form.
5
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the WI corporation creation process.
6
Write Bylaws
Bylaws are a set of rules that govern how a corporation will be run, and detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.
Some states legally require companies to create bylaws. In Wisconsin you aren't required to have bylaws however it's always a good idea to write and follow them to protect your business from any future changes and events. Simply write them and keep them at your primary place of business.
Types of WI Corporations
C Corporation
When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Wisconsin C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your Wisconsin C Corporation to be treated as a Wisconsin S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your tax advisor or accountant to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Service Corporation
Some states, including Wisconsin, allow certain occupations to form Professional Corporations. In Wisconsin this is referred to as a Service Corporation. Wisconsin corporation law Chapter 180, Subchapter 19, §§ 180.1903 states that:
"... one or more natural persons licensed, certified, or registered pursuant to any provisions of the statutes, if all have the same license, certificate, or registration or if all are health care professionals, may organize and own shares in a service corporation. A service corporation may own, operate, and maintain an establishment and otherwise serve the convenience of its shareholders in carrying on the particular profession, calling, or trade for which the licensure, certification, or registration of its organizers is required."
Chapter 180, Subchapter 19, §§ 180.1901 also details a few of the 'health care' professions permitted to form a Service Corporation in Wisconsin, which include, but may not be limited to:
- Massage therapists
- Chiropractors
- Nurses
- Dentists
- Dieticians
- Athletic trainers
Check with the Department of Financial Institutions to confirm whether your business should and can be a Service Corporation.
Close Corporation
Put simply, a Close Corporation is one that has a limited number of shareholders, and isn't publicly traded.
Usually, Close Corporations are exempt from corporate requirements, such as having a board of directors and holding annual meetings. Per Wisconsin Statutes and Annotations Chapter 180, Subchapter 18, §§ 180.1823, a Wisconsin Close Corporation can be managed according to a shareholders' agreement rather than by a board of directors.
This entity is often chosen by family-owned businesses to prevent non-family members from establishing or claiming any ownership of the company.
Foreign Corporation
If your business operates in another state and you want to expand into Wisconsin — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Wisconsin Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the type of business you want to form, or your personal circumstances and goals, an LLC may be a better option for you. For example, if you want to run your business yourself or alongside a small number of employees, you may not need the options to buy and sell stock.
A Wisconsin LLC is generally a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.
Regardless of which direction you decide to go, we can help you with your Wisconsin business registration.
Learn more about limited liability companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Wisconsin
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, assumed names, reserving names for WI corporations and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.
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