Wisconsin Articles of Incorporation
Wisconsin articles of incorporation form a corporation by filing with the Department of Financial Institutions for $100, setting the name, shares, and agent. Attorney review available.
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Introduction
Wisconsin requires the articles of incorporation to include an express statement that the corporation is incorporated under Chapter 180 of the Wisconsin Statutes, filed with the Department of Financial Institutions (DFI) to create the corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Wisconsin law requires the articles to include a statement that the corporation is incorporated under Chapter 180, the name and street address of the corporation's initial registered agent and registered office, and the number of shares the corporation is authorized to issue (Wis. Stat. 180.0202). The filing fee paid to the Department of Financial Institutions is $100 (Wis. Stat. 180.0122). The registered agent must have a Wisconsin business office identical to the registered office, at a physical street address. Wisconsin imposes a corporate franchise or income tax on the net income of corporations through the Department of Revenue (Chapter 71), which is measured by income rather than a flat annual minimum, so a corporation does not owe a fixed minimum tax merely for existing. Each year after formation, the corporation must file an Annual Report with the Department of Financial Institutions during the calendar-year quarter in which its incorporation anniversary occurs, with a $25 fee for a domestic corporation (Wis. Stat. 180.1622, 180.0122). DocDraft builds your Wisconsin articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Wisconsin, articles of incorporation are the founding document filed with the Department of Financial Institutions to create a corporation as a separate legal entity, formed as a for-profit stock corporation under Chapter 180 of the Wisconsin Statutes.
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You file the articles with the Wisconsin Department of Financial Institutions and pay a $100 filing fee (Wis. Stat. 180.0122). The Department of Financial Institutions is the filing office for forming a Wisconsin corporation.
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Wisconsin requires the articles to include a statement that the corporation is incorporated under Chapter 180, the name and street address of the initial registered agent and registered office, and the number of shares the corporation is authorized to issue (Wis. Stat. 180.0202).
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The registered agent named in the articles must have a business office in Wisconsin that is identical to the registered office, at a physical street address, not a post office box. The registered agent receives legal papers on behalf of the corporation (Wis. Stat. 180.0501).
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Wisconsin imposes a corporate franchise or income tax on the net income of corporations through the Department of Revenue (Chapter 71). It is measured by income rather than a flat annual minimum, so a Wisconsin corporation does not owe a fixed minimum franchise tax simply for existing.
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Each year after the year of incorporation, the corporation must file an Annual Report with the Department of Financial Institutions during the calendar-year quarter in which its incorporation anniversary occurs, with a $25 fee for a domestic corporation (Wis. Stat. 180.1622, 180.0122).
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Articles of incorporation form a corporation. To form a Wisconsin limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Wisconsin, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Wisconsin Requirements for Articles of Incorporation
A Wisconsin for-profit stock corporation is formed by filing Articles of Incorporation with the Wisconsin Department of Financial Institutions. The filing fee is $100 (Wis. Stat. 180.0122). The corporation legally exists once the Department files the articles.
The articles must include a statement that the corporation is incorporated under Chapter 180 of the Wisconsin Statutes, the Wisconsin Business Corporation Law (Wis. Stat. 180.0202).
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on record with the Wisconsin Department of Financial Institutions.
The articles must state the name of the initial registered agent and the street address of the initial registered office. The registered agent must have a Wisconsin business office identical to the registered office, at a physical street address (Wis. Stat. 180.0202, 180.0501).
The articles must state the number of shares the corporation is authorized to issue. If more than one class of shares is authorized, the articles must state the number of shares of each class and describe the preferences, limitations, and relative rights of that class (Wis. Stat. 180.0202).
The corporation must file an Annual Report with the Department of Financial Institutions during the calendar-year quarter in which its incorporation anniversary occurs, in each year after the year of incorporation, with a $25 fee for a domestic corporation (Wis. Stat. 180.1622, 180.0122).
Wisconsin imposes a corporate franchise or income tax on the net income of corporations through the Department of Revenue under Chapter 71. It is measured by income rather than a flat annual minimum, so a Wisconsin corporation does not owe a fixed minimum tax merely for existing.
Articles of incorporation form a corporation under Chapter 180. To form a Wisconsin limited liability company you file articles of organization under Chapter 183 instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Wisconsin, articles of incorporation are the founding document you file with the Department of Financial Institutions to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A for-profit stock corporation is formed under Chapter 180 of the Wisconsin Statutes, and the articles set out a statement of incorporation under Chapter 180, the registered agent and office, and the number of authorized shares (Wis. Stat. 180.0202).
In Wisconsin, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock under Chapter 180. Articles of organization create a limited liability company (LLC), which has members instead of shareholders, issues no stock, and is formed under Chapter 183. Both are filed with the Wisconsin Department of Financial Institutions and both form a separate legal entity, but they create different kinds of entities under different chapters of Wisconsin law. Choose the one that matches the entity you want.
You file the Articles of Incorporation for a for-profit stock corporation with the Wisconsin Department of Financial Institutions, and the filing fee is $100 (Wis. Stat. 180.0122). You can file by mail or online, and the Department may add a service charge for paper filing. Once the Department of Financial Institutions accepts and files the articles, the corporation legally exists in Wisconsin.
Wisconsin requires the articles to include a statement that the corporation is incorporated under Chapter 180; the number of shares the corporation is authorized to issue; and the name of the initial registered agent and the street address of the initial registered office (Wis. Stat. 180.0202). If more than one class of shares is authorized, the articles must state the number of shares of each class and, before issuing shares of a class, describe the preferences, limitations, and relative rights of that class.
The registered agent named in Wisconsin articles of incorporation must have a business office in Wisconsin that is identical to the corporation's registered office, at a physical street address rather than a post office box. The agent can be an individual who resides in Wisconsin or a company authorized to do business in the state (Wis. Stat. 180.0501). Every Wisconsin corporation must continuously maintain a registered agent and registered office in the state.
Wisconsin imposes a corporate franchise or income tax on the net income of corporations, administered by the Department of Revenue under Chapter 71. Unlike a flat annual minimum franchise tax charged by some states, Wisconsin measures the tax by the corporation's income, so a Wisconsin corporation does not owe a fixed minimum tax simply for existing. A Wisconsin corporation should confirm its tax obligations with the Department of Revenue.
A Wisconsin corporation must file an Annual Report with the Department of Financial Institutions during the calendar-year quarter in which its incorporation anniversary occurs, in each year after the year of incorporation (Wis. Stat. 180.1622). The fee for a domestic corporation is $25 (Wis. Stat. 180.0122), and the Department may add a service charge for paper filing. The report updates the state on the corporation's officers, address, and registered agent.
In Wisconsin, articles of incorporation are the short public document you file with the Department of Financial Institutions to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Wisconsin articles to exist as a corporation and the bylaws to govern it day to day.