State Processing Times and Fees
Nearly every state has standard processing times, but not all provide expedited processing for filing a corporation. We have all the standard and expedited filing times for Wisconsin and other states.
Wisconsin charges a filing fee for incorporating. Visit "compare pricing" in our incorporation center to see all state fees for Wisconsin.
Deciding Between a Wisconsin S Corp and a C Corp Tax Designation
There are similarities between a Wisconsin S Corp and a C Corp regarding personal liability, management, structure and compliance. The differences in Wisconsin come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity from its shareholders. Shareholders may then also report and pay taxes on what the corporation pays them. An S Corp is taxed like a partnership with a "pass through" structure. It's not doubly taxed as a separate corporate entity because it can pass corporate income, losses, deductions and credits to its shareholders. Corporate owners pay taxes on their share of the corporation's profits, and they're taxed at their individual tax rates. To qualify as a S Corp, you must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts and estates.
- Documents: If you want to form an S Corp, you must file IRS Form 2553 to elect this status with the IRS. You must do this within 45 days of incorporating.
Personnel Requirements
Every state has its own personnel requirements for incorporating. In Wisconsin, they include the following:
- Age requirement: There is no age requirement for directors.
- Number of directors: At least one director is required.
- Residency: There is no requirement that directors live in Wisconsin.
- Listings: The names and addresses of the directors must be listed.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Wisconsin Articles of Incorporation must also include the following.
Your corporation must appoint a registered agent. You must include the name of your registered agent in our Articles of Incorporation. Your agent must have a physical address in the state of Wisconsin. A registered agent is a person or business designated by you to receive important tax, government and legal documents for your corporation, including service of process of lawsuits. Your agent must be available during normal business hours. You can act as your own registered agent, but you may not want to. You can keep a degree of privacy by appointing an independent registered agent. We can help you designate your registered agent when you incorporate with us.
You must also include the following in your Articles of Incorporation in Wisconsin:
- The number of shares authorized to be issued.
- Any provision granting or limiting preemptive rights.
- The address of your corporate office.
- A statement that the corporation is incorporated under the laws of Wisconsin.
Other Required Paperwork
Wisconsin requires that you file additional paperwork with your Articles of Incorporation. You must file an annual report that is due during the same quarter in which the business was incorporated.
Guidelines for Your Name
Your corporate name must be unique, and it should make a statement about your business. Make sure it meets Wisconsin's requirements.
- Your name must be distinguishable from that of any other registered business in Wisconsin.
- Your name must end with "Company," "Corporation," "Corp.," "Incorporated," "Limited," or an abbreviation of one of these terms.
- Your name can't be deceptive. If you're selling cheese products, you can't name your business "Mary's Sundries and Dry Goods."
- Ensure that your name is distinguishable from all other existing corporate names.
Wisconsin Corporate Taxes & Reports
Yes, you do have to pay taxes for your new corporation. Before getting started, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses . You'll also need an EIN to open a corporate bank account.
We have more information about the tax structures and obligations of both C Corps and S Corps.
Keeping Corporate Records and Ongoing Filing Requirements
Wisconsin requires that you create corporate records to maintain your corporate status. These include shareholder minutes, which keep track of all votes on important business decisions. Wisconsin doesn't require that corporations maintain bylaws, but you should do so anyway. Bylaws set forth your company's internal operating rules and procedures. They define the responsibilities of your directors, the rights and powers of your shareholders, and all other corporate matters. Your bylaws also demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. They help to establish rules so you can keep your corporate assets and debts separate from your personal ones. You must keep minutes of your director and shareholder meetings at your corporate office.
We have more detailed information about Wisconsin's requirements for bylaws and meeting minutes.
Best of luck with your new Wisconsin corporation! We have all the legal documents, filing information and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
