Form a Wisconsin LLC

Forming a Wisconsin (WI) Limited Liability Company (LLC) is simply with the Wisconsin LLC formation experts at LawInc. We keep things simple and allow you to easily form your Wisconsin Limited Liability Company online or over the phone (800-989-5294).

Wisconsin LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the Wisconsin Secretary of State. As soon as your Wisconsin LLC is formed, we forward you your final paperwork.

A Wisconsin LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of a Wisconsin LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.

Let LawInc walk you through the Wisconsin Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Wisconsin LLC Name

The first step in forming a Wisconsin Limited Liability Company (LLC) is selecting the business name. Wisconsin LLC names:

• Must contain the words must contain the words “Limited Liability Company,” the words “Limited Liability” and abbreviation “Co.,” or the abbreviation “L.L.C.” or “LLC.”
• Must not contain the words or phrases “Bank,” “banking,” “banker,” “trust,” “cooperative,” “partnership,” “corporation,” “incorporated,” or the abbreviations “Corp.,” “Ltd.,” or “Inc.,” or “LP,” “L.P.,” “LLP,” “L.L.P.,” or any combination of the words “industrial” and “loan,” or any combination of any two or more of the words “building,” “savings,” “loan,” “home,” “association,” and “society.”

An available Wisconsin LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Wisconsin LLC, prior to filing.

Wisconsin LLC Formation

Wisconsin LLC Filing Procedure: When forming a Wisconsin LLC, the Wisconsin Articles of Organization must be filed with the Wisconsin Secretary of State. The Wisconsin Articles of Organization must state:

• The Wisconsin LLC name.
• Name and address of each Wisconsin LLC organizer.
• Street address of Wisconsin registered agent.
• Street address of principle place of business.

Wisconsin LLC Organizers: An Wisconsin limited liability company can be formed by one (1) or more organizers.

Wisconsin LLC Members: Wisconsin LLCs require 1 or more members. There is no residence or age requirement. Wisconsin LLC members are not required to be listed in the Articles of Organization.

Wisconsin LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Wisconsin Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Wisconsin LLC Purpose: A Wisconsin Limited Liability Company may be formed to transact any or all lawful businesses for which LLCs may be organized under the Law, except the business of banking or insurance.

Wisconsin Registered Agent: An Wisconsin LLC must maintain a registered agent and office to receive service of process in Wisconsin. The Wisconsin registered agent should be available, at an Wisconsin physical address, during normal business hours to accept important legal and tax documents on behalf of the Wisconsin LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Wisconsin or (2) an individual resident of the state. A Wisconsin LLC may not act as its own agent.

Wisconsin LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Wisconsin LLC operating agreement should reference how the Wisconsin LLC is managed, allocation of profits and losses and member capital contributions. The Wisconsin LLC operating agreement does not need to be filed.

Wisconsin LLC Post-Filing Requirements

Wisconsin LLC Annual Report: Wisconsin LLCs are required to file annual reports. Wisconsin LLCs are required to file annual reports with the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services. The filing fee is $25. The Wisconsin annual report is due, every year, by the end of the filing anniversary quarter. The quarterly filing due dates for Wisconsin LLCs are March 31, June 30, September 30, and December 31. For more information, visit: https://www.wdfi.org/corporations/fees/ltd.htm.

Wisconsin LLC Taxes

Wisconsin State Income Tax: The LLC tax rate for Wisconsin is variable, depending on Wisconsin taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Wisconsin LLC net income must be paid just as you would with any self-employment business.

Most Wisconsin multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Wisconsin LLC profits are reported and allocated to each of the owners according to the Wisconsin LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Wisconsin LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Wisconsin LLC has more than one owner or any employees.

Wisconsin LLC Dissolution/Cancellation

Wisconsin LLC Dissolution/Cancellation: In order to dissolve or cancel a Wisconsin LLC, the members or managers must file Articles of Dissolution with the Wisconsin Secretary of State.

Acts Triggering Wisconsin LLC Dissolution: A Wisconsin LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.