How to Form a Wisconsin Foreign Corporation
What is a Wisconsin Foreign Corporation?
In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a Corporation that is registered in California wants to do business in Wisconsin.
The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Wisconsin.
The California Foreign Corporation needs to register with the Wisconsin Department of Financial Institutions as a Wisconsin Foreign Corporation.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside
of the United States.
What is a Wisconsin Foreign Corporation Qualification?
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 Department of Financial Institutions as
a
Foreign Corporation.
The process of registering as a Foreign Corporation in 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 Wisconsin.
Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Wisconsin Foreign Corporation.
The Officers and Directors of your Domestic Corporation have the same roles in the Wisconsin Foreign Corporation.
Specific requirements to qualify as a Foreign Corporation in Wisconsin are explained below.
Once you have made the decision to Qualify as a Foreign Corporation 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 All Business Documents to perform these services.
Put the money you save with All Business Documents right where it belongs: into your new Wisconsin Foreign Corporation.
Do I need a lawyer to Form a Foreign Corporation in Wisconsin?
The short answer is no.
The state of Wisconsin does not legally require a lawyer to form a
Wisconsin Foreign Corporation.
Our detailed
Foreign Corporation Information page may help you understand some
of the implications of forming a
Wisconsin Foreign Corporation.
However, if there is
anything about forming a Foreign Corporation 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 form a Foreign Corporation in Wisconsin.
Once you have made the decision to form a Foreign Corporation 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 All Business Documents
to perform these services and
save money that you can use in your new Wisconsin Foreign Corporation.
Do I have to Reserve a Company Name before I Form a Foreign Corporation in WI?
You are not legally required to reserve a Company Name for a new Wisconsin Foreign Corporation before you submit your application to Form a Foreign Corporation
in Wisconsin.
The Foreign Corporation name that you have registered in your home state may or may not be available in Wisconsin.
In that case you need a different name your Wisconsin Foreign Corporation.
Whether or not you need to reserve a company name for your new Wisconsin Foreign Corporation depends entirely on your business situation.
The Wisconsin Department of Financial Institutions uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Wisconsin Foreign Corporation Name.
What if the Wisconsin Foreign Corporation Name I want is already taken?
If the Name you have chosen for your new Wisconsin Foreign Corporation is already in use by a currently active
Wisconsin Foreign Corporation or LLC then you will have to register a DBA Name with the Wisconsin Department of Financial Institutions. "DBA" is an abbreviation for "
Doing
Business
As."
We verify that the Name you have chose for your new Wisconsin Foreign Corporation is available
before we submit
your Foreign Corporation filing to the Wisconsin Department of Financial Institutions.
If necessary we can register a DBA Name in Wisconsin for you so that you can open your new Wisconsin business as quickly as possible.
What do I have to do BEFORE Form a Foreign Corporation in Wisconsin?
- Prove that you are registered in a state other than Wisconsin as a Domestic Corporation
In order to register as a Foreign Corporation in the state of Wisconsin, you must first prove that you are registered in another state as a
Domestic Corporation.
You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic Corporation.
Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 60 days from the date of your application for
Wisconsin Corporation Foreign Qualification.
If the date on your Good Standing Certificate is older than 60 days then you need to get an updated certificate.
If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a
Wisconsin Foreign Corporation.
We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
- Choose a name for your Wisconsin Foreign Corporation
You can use the same name in Wisconsin that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.
Your Wisconsin Foreign 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 Foreign 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 Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the
Your Wisconsin Foreign Corporation name must not be a name that is likely to mislead the public.
The name of a Wisconsin Foreign Corporation must include the word "Foreign Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Wisconsin Foreign Corporation because if you want to change it after you qualify you
will have to file amended documents with the Wisconsin Department of Financial Institutions (and pay a fee).
We will check to make sure that your requested Wisconsin Foreign Corporation name is available and conforms to all state of Wisconsin
Foreign Corporation naming regulations.
- Select an official address and a Registered Agent for your Wisconsin Foreign Corporation
Every Wisconsin Foreign Corporation must have an address that is physically located in the state of Wisconsin.
This address is "registered" with the Wisconsin Department of Financial Institutions.
The Registered Address cannot be a PO Box and 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
Foreign Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Wisconsin Foreign 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.
We provide Registered Agent services in Wisconsin as well as in all other states.
- File Registration Documents with the Wisconsin Department of Financial Institutions
In order to Qualify as a Foreign Corporation in Wisconsin you must file Registration Documents with the Wisconsin Department of Financial Institutions.
In Wisconsin the registration documents are named "Certificate of Authority Application".
The registration documents must include certain specific information about your Wisconsin business.
If the Registration Documents do not conform exactly to state of Wisconsin requirements they will be rejected.
If you need to change any of the information on your registration documents after your Wisconsin Foreign Corporation has been approved,
you may amend the registration documents for your Wisconsin Foreign Corporation but you will have to pay a fee to
the state of Wisconsin in order to make the changes official.
- Determine how you want your Wisconsin Foreign Corporation to be taxed
You may choose that your Wisconsin Foreign Corporation to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations.
You may choose to have your Wisconsin Foreign Corporation taxed as a S Corporation.
S Corporations "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.
We can prepare the S Corporation election form for your Wisconsin Foreign Corporation and include it with
your final Foreign Corporation documents package.
What do I have to do AFTER I Form a Foreign Corporation in Wisconsin?
- Obtain Business Licenses from the cities and counties in which you plan to do business
Note that forming a Wisconsin Foreign Corporation does not take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Wisconsin Foreign 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 Foreign Corporation within Wisconsin you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Wisconsin Foreign 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 Foreign 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 Foreign 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.
We have the expertise to find out exactly which state and local permits that you need for your specific business.
- File the required reports for your Wisconsin Foreign Corporation
The Wisconsin Corporation Annual Report includes basic information about your Wisconsin Foreign Corporation including information on your Officers and Directors.
Failure to submit a properly completed Wisconsin to the Wisconsin Department of Financial Institutions on or before the
due date may subject the Wisconsin Foreign 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 Department of Financial Institutions.
Penalties may accrue if you fail to file any Wisconsin Foreign Corporation to the Wisconsin Department of Financial Institutions by the due date.
- Keep proper records of your Wisconsin Foreign Corporation on file
Keep the following records on file and available at the principal business office of your Wisconsin Foreign Corporation:
- Names and addresses of all Directors and Officers of the Wisconsin Foreign Corporation
- Foreign Corporation formation documents and any Amendments to them
- Corporate Bylaws and any Amendments to them
- List of current shareholders of the Foreign Wisconsin Foreign 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 Foreign Corporation
- Copies of all tax returns and Annual Reports for the Wisconsin Foreign Corporation for the last 3 years
- Pay your taxes to the state of Wisconsin
Foreign Corporations that either do business in the state of Wisconsin or that derive income from sources within the state of Wisconsin are subject
to Wisconsin and federal tax laws.
If you are engaged in intrastate business and derive income from other states besides Wisconsin, you must allocate the amount of income derived
from the state of Wisconsin in order to determine your Wisconsin state taxes.
What information do I need in order to Form a Foreign Corporation in Wisconsin?
In order to Form a Foreign Corporation in Wisconsin you'll need the following information about your new Company:
- The name of your new Wisconsin Foreign Corporation along with your second choice of a name in case the name that you want is not available
- Physical address of the Foreign Corporation office in Wisconsin (not a PO Box)
- A good standing certificate for your Domestic Corporation from your home state no older that 60 days
- A description of the nature of the business you are planning to operate with the Wisconsin Foreign Corporation
- The number of shares of stock that the Wisconsin Foreign Corporation will be authorized to issue
- The par value of the shares which the Wisconsin Foreign Corporation will be authorized to issue
- When the Wisconsin Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
- Names and addresses of the initial Directors of the Wisconsin Foreign Corporation
- Names and addresses of each Officer of the Wisconsin Foreign Corporation
Remember -
ALL the information that you provide when you Form a Foreign Corporation in Wisconsin becomes part of the public record.
Our data entry forms include the
absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Wisconsin.
How long does it take to Form a Foreign Corporation in Wisconsin?
Processing times for new Wisconsin Foreign Corporation applications vary depending on the work load of the
Department of Financial Institutions's staff.
We've found that normal processing of new Wisconsin Foreign Corporation applications takes the state around 5-7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your new Wisconsin Foreign Corporation.
PLEASE NOTE: WE CANNOT GUARANTEE WISCONSIN DEPARTMENT OF FINANCIAL INSTITUTIONS PROCESSING TIMES.
The Wisconsin Department of Financial Institutions reserves the right to extend expedite periods in time of extreme volume, staff shortage or
equipment malfunction.
We are dependent on, and have no control over, the staff and systems of the Wisconsin Department of Financial Institutions.
In our experience 5-7 business days is the time it
usually takes the Wisconsin Department of Financial Institutions to process
a new Wisconsin Foreign Corporation application.
We get your Wisconsin Foreign Corporation application to the WI Department of Financial Institutions ASAP.
Once it is at the state we have no control over the new Wisconsin Foreign Corporation application process.
How much does it cost to Form a Foreign Corporation in Wisconsin?
The state of Wisconsin charges $110.00 to Form a Foreign Corporation in WI.
That includes the Department of Financial Institutions's filing fee and a Certified Copy of your new Wisconsin Foreign Corporation filing. Also add the cost of a Good Standing Certificate from your home state.
If you choose us to help you Form your Foreign Corporation in Wisconsin our processing fees are $145.00.
This includes:
- Same day processing of your new Wisconsin Foreign Corporation order
- WI Name Check and Verification
- Prepare Certificate of Authority Application
- File Formation Documents with the Wisconsin Department of Financial Institutions
- Certified Copies of Formation Documents
- Wisconsin Foreign Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
If you are ready to Form a Wisconsin Foreign Corporation, choose which Wisconsin
Foreign Incorporation options that you want below then click the Next Step button.
If you have any questions regarding our Wisconsin Foreign Incorporation services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
Wisconsin Foreign Corporation Cost Estimator
Our Wisconsin
Foreign Corporation Services include:
(These services are included in our processing fees)
Optional Wisconsin
Foreign Corporation Services
(Choose options, cost is updated automatically)
-
Expedited Service - $25
explain
Normal processing time for a new Wisconsin Foreign Corporation is 5-7 business days.
The Wisconsin Secretary of State offers expedited service for all new Wisconsin Corporation filings. For an additional $25 the Secretary of State will process your new Wisconsin Corporation application by the close of the business day following that on which your new Wisconsin Corporation application is received.
This is the time by which the Wisconsin Department of Financial Institutions will either approve or deny the Foreign Corporation application.
Wisconsin Foreign Corporation applications must be received by the Department of Financial Institutions before noon Wisconsin time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut the document delivery time in half.
- Express Mail - $35
explain
If you really need your original approved Certificate of Authority Application in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the Wisconsin Department of Financial Institutions's processing time. For the quickest turn-around time also choose the Expedited Service option.
-
S Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any Wisconsin Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your final Foreign Corporation documents pakage.
-
WI Registered Agent - $135
explain
Every Wisconsin Foreign Corporation is required to have an address within the state of Wisconsin 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 Foreign Corporation is called a Registered Agent.
You may act as your own Registered Agent, however, many Foreign Corporations hire a Registered Agent because they don't have a physical address within
Wisconsin or to provide a distinct level of privacy.
We can act as your Wisconsin Foreign Corporation Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your WI Registered Agent services.
-
WI Good Standing Certificate - $43
explain
A Wisconsin Good Standing Certficate is proof of the existence of your new Wisconsin Foreign Corporation.
The Certificate is issued by the Wisconsin Department of Financial Institutions and is proof that your WI Foreign Corporation is not behind on any
of its Wisconsin Department of Financial Institutions Corporate obligations.
A Wisconsin Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of Wisconsin or in any other state.
We can get your Wisconsin Good Standing Certificate immediately after the Wisconsin Department of Financial Institutions has approved your Foreign Corporation filing.
-
Federal EIN - $65
explain
An FEIN is like a Social Security Number for your Wisconsin Foreign Corporation.
We can get your FEIN on the same day that your Certificate of Authority Application are approved by the Wisconsin Department of Financial Institutions.
You can get your FEIN before your articles are approved by the Wisconsin Department of Financial Institutions but it's a good idea to wait until
after approval.
Your filing may be rejected or the Foreign Corporation name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
-
Foreign Corporation Kit and Seal - $99
explain
While you're not required to have a Foreign Corporation Kit and Seal for your new Wisconsin Foreign Corporation they do come in handy.
The WI Foreign Corporation Kit consists of a beautiful customized binder, stock certificates, a stock ledger
and your custom Foreign Corporation Seal.
The Foreign Corporation Seal is used to emboss important company documents, such as stock certificates.
The binder also includes dividers so you can use it for all of your Wisconsin Foreign Corporation record keeping.
-
Business License Research - $175
explain
Most new Wisconsin Foreign Corporations are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.
GOOD STANDING CERTIFICATE
You will need a Good Standing Certificate from your home state that is no older than 60 days.
Choose your home state from the list, the price of the certificate below will be updated automatically.