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
File Articles of Incorporation With the DFI
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.
Statement of Incorporation Under Chapter 180
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).
Corporate Name With a Designator
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.
Registered Agent and Registered Office
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).
Authorized Shares
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).
File the Annual Report Each Year
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).
Corporate Franchise or Income Tax
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.
Corporation Versus LLC
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.