How to start a Wisconsin corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Wisconsin corporation.

How to start a corporation in Wisconsin

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Wisconsin corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Wisconsin requirements:

• Your name must be distinguishable from that of any other registered business in Wisconsin.
• Your name must end with "Company," "Corporation," "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 business names.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Wisconsin S-Corp and 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, however, 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 an 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.

3. Appoint directors and shareholders for your Wisconsin corporation

Each state has its own personnel requirements for incorporating. In Wisconsin, you must have at least one director and the names and addresses of the directors must be listed in your Articles of Incorporation. There is no age requirement for directors, nor is there any requirement that directors live in Wisconsin.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Wisconsin address) or choose one to do that service for you (if you are not located in Wisconsin or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Wisconsin

Once you have a business name and registered agent, you can register your business as a Wisconsin corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Wisconsin must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Wisconsin corporation.

What to do after incorporating in Wisconsin

Wisconsin requires that you create corporate records to maintain your corporate status. These include Corporate Minutes, which keep track of all votes on important business decisions. You must keep Minutes of your director and shareholder meetings at your corporate office.

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. 

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Wisconsin means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Wisconsin, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you must keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state