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PCF makes it fast, easy and cost-efficient to Form a Corporation in Wisconsin
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AND keep up with recurring Wisconsin Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your Wisconsin Corporation and we will notify you each year well in advance of the due date for
any required Wisconsin Corporation reporting requirements
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If you're ready to form a Wisconsin Corporation online now
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Check our Wisconsin Incorporation options and prices
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If you need more information about forming a Wisconsin Corporation online, the information below may help you understand the requirements and implications of
incorporating in Wisconsin.
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Do I need a lawyer to form a Wisconsin Corporation
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The short answer is no.
The state of Wisconsin does not legally require a lawyer to form a
Wisconsin Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Wisconsin Corporation.
However, if there is anything about Incorporating in Wisconsin
that you're not sure about you should seek the advice of a competent Wisconsin lawyer, a Wisconsin accountant,
or both before you Incorporate in Wisconsin.
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Once you have made the decision to Incorporate in Wisconsin, a Wisconsin lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Wisconsin Corporation.
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Put the money you save with PCF right where it belongs
into your new Wisconsin Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Wisconsin Corporation
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1. Choose a name for your Wisconsin Corporation
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- PCF will check to make sure that your Wisconsin Corporation name is available, conforms to state of Wisconsin
Corporation naming regulations, and will reserve your Wisconsin Corporation name with the Wisconsin Secretary of State.
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Your Wisconsin Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Wisconsin Corporation name that you choose must be distinguishable from the name of any other registered Wisconsin Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Wisconsin.
Your Wisconsin Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Wisconsin Corporation name must not be a name that is likely to mislead the public.
The name of a Wisconsin Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Wisconsin Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Wisconsin Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Wisconsin Corporation
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- PCF can act as the official Registered Agent for your Wisconsin Corporation.
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Every Wisconsin Corporation must have an address that is physically located in the state of Wisconsin.
This address is "registered" with the Wisconsin Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Wisconsin to receive all correspondence on behalf of the Wisconsin
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Wisconsin Corporations hire a Registered Agent because they don't have a physical
address within the state of Wisconsin or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your Wisconsin Corporation
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All Wisconsin Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Wisconsin Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Wisconsin Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Wisconsin or shareholders of the Wisconsin Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Wisconsin Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Wisconsin Corporation
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The Board of Directors elects Officers for your Wisconsin Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Wisconsin Corporation.
Officers handle the day to day operation of the Wisconsin Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Wisconsin Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Wisconsin Corporation.
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5. Determine how you want your Wisconsin Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your Wisconsin Corporation and include it with
your Incorporation documents.
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The Wisconsin Corporate Income Tax Rate is 7.9%.
You may form an S Corporation in Wisconsin.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Wisconsin Corporate Income Tax.
For more Wisconsin Corporate Tax Information click here |
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6. File Articles of Incorporation with the Wisconsin Secretary of State
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PCF can draft Articles of Incorporation that are specific to your Wisconsin business and file them with
the Wisconsin Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in Wisconsin you must file Articles of Incorporation with the Wisconsin Secretary of State.
The Articles of Incorporation must include certain specific information about your Wisconsin business. If the Articles do not conform exactly to state of Wisconsin requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Wisconsin Corporation but you will have to pay a fee to the state of
Wisconsin in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Wisconsin Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Wisconsin Corporation.
All Wisconsin Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your Wisconsin Corporation.
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Corporate stock is evidence of ownership of a Wisconsin Corporation.
When you form your Wisconsin Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Wisconsin Corporations hold 100% of the shares.
Stockholders in a Wisconsin Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Wisconsin Corporation is able to make all Corporate business decisions.
Wisconsin Corporations usually hold at least 51% of the corporate stock in order to retain control of the Wisconsin Corporation.
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What do I have to do after I form my Wisconsin Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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PCF can create customized initial Bylaws for your Wisconsin Corporation that are based on your specific business requirements.
Bylaws usually require you to keep minutes of your first Board of Directors meeting.
When you order Bylaws, PCF will also prepare the minutes for you.
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Wisconsin Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Wisconsin Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Wisconsin Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Wisconsin law or
the Wisconsin Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Wisconsin office.
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2. Open a Business Bank Account in Wisconsin
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It's very important that you have a separate business bank account for your Wisconsin Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Wisconsin Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Wisconsin Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Wisconsin Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Wisconsin Corporation vary depending on your business activities
and the specific locations within the state of Wisconsin in which you want to conduct business.
If your Wisconsin Corporation will be selling products in Wisconsin you may be required to obtain a Reseller's Permit from the appropriate
Wisconsin state agency.
If your Wisconsin Corporation will be selling products in Wisconsin you will also be responsible for all applicable local and state of Wisconsin
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your Wisconsin Corporation into a form that complies with all
state of Wisconsin requirements.
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Every Wisconsin Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Wisconsin Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Wisconsin Corporation a lot of potential trouble.
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5. File the required Wisconsin Corporation reports
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- PCF can file your Initial report as well as your Annual Report each year
- When you choose PCF to file your Wisconsin Corporation Annual Report you won't have to worry about missing
any deadlines
- You'll receive timely email reminders EACH YEAR when your Wisconsin Annual Report is due
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The Wisconsin Corporation Annual Report includes basic information about your Wisconsin Corporation including information on your Directors and Officers.
Failure to submit a properly completed Wisconsin Annual Report to the Wisconsin Secretary of State on or before the
due date may subject your Wisconsin Corporation to being administratively dissolved in the state of Wisconsin or
having its authority to transact business in the state of Wisconsin revoked by the Wisconsin Secretary of State.
Penalties may accrue if you fail to file any Wisconsin Corporation Annual Report to the Wisconsin Secretary of State
by the due date.
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6. Keep proper records of your Wisconsin Corporation on file
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Keep the following records on file and available at the principal business office of your Wisconsin Corporation:
- Names and addresses of all Directors and Officers of the Wisconsin Corporation
- Articles of Incorporation for the Wisconsin Corporation and any Amendments to them
- Corporate Bylaws for the Wisconsin Corporation and any Amendments to them
- List of current shareholders of the Wisconsin Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Wisconsin Corporation
- Copies of all tax returns and Annual Reports for the Wisconsin Corporation for the last 3 years
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Wisconsin Foreign Corporation Qualification
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You want to do business in the state of Wisconsin but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Wisconsin you must register with the Wisconsin Secretary of State as
a Wisconsin Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Wisconsin is called Wisconsin Corporation Foreign Qualification.
The process of Wisconsin Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Wisconsin.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Wisconsin Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Wisconsin Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of Wisconsin click here.
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