How to Form an LLC in Wisconsin

Introduction

LLCs, or limited liability companies, are a type of business that allows you to retain personal assets from any potential liabilities incurred by the company. Although this arrangement can be beneficial for many entrepreneurs, it does require some legal steps to get started. In this article, we’ll walk through the process of forming an LLC in Wisconsin—starting with picking your business name!

Choose a name for your LLC.

The name of your Wisconsin LLC must be distinguishable from the names of other LLCs that are registered with the state. To accomplish this, you must choose a name that does not include any words or phrases prohibited by law, and does not use any terms that could be misleading as to its nature or purpose.

In addition to being in English, you can use foreign language characters if accompanied by an English translation. For example:

• “Casa de Café” (Spanish for “Coffee House”)

To make sure your prospective name is available, you can use online search tools like the one provided by [Wisconsin’s Secretary of State]. When searching for available names through this tool, it’s helpful to know whether you want a word or phrase as part of your company name (for example: “Tom’s Coffee”). Also keep in mind that some words might be legal as part of another business entity’s name but illegal if used alone [under Chapter 180 rules](https://docs.legiswebhosting.com/WI/wisbar_rules/Ch180-177_(c)_Rule_180___Practice_and_Procedure).

Appoint a registered agent.

• Appoint a registered agent. You must appoint a registered agent to receive legal and tax documents on behalf of the LLC. A registered agent is a person or business entity that can be located in Wisconsin, with the exception of members or managers. The department will send all official correspondence to your registered agent, so it’s important that you select one carefully. You can appoint a registered agent by completing an appointment form and filing it with the Wisconsin Department of Financial Institutions (DFI).
• Choose an officer or manager. In addition to appointing an authorized person as your corporation’s secretary/treasurer or president/vice president (whichever applies), you may also choose one additional officer for each type of business entity: sole proprietorship, partnership, limited liability company (LLC) and corporation (which needs three officers total).

File articles of organization.

The next step is filing your articles of organization with the Wisconsin Department of Financial Institutions. You may do this by mail or in person at a local service center. Articles of organization must include:

• The name and address of your LLC,
• The name and address of your registered agent, and
• The name and address of each manager.

Create an operating agreement.

An operating agreement is a contract between the members of your LLC that outlines how the company will be run. It contains rules for when and how decisions are made, for example, as well as guidelines for how profits are distributed.

An operating agreement is necessary if you have more than one member in your LLC. In fact, if you don’t have an operating agreement in place when you form your LLC, Wisconsin law requires that all members sign an unincorporated association agreement within 60 days after signing articles of organization. This makes sense: If there’s no way to break up peacefully among yourselves before it gets messy, then start thinking about what happens if things go south later on. A good operating agreement makes addressing these eventualities easier by laying out clear rules up front so everyone knows what their rights are and what they can expect from other members (and vice versa).

If you want to create your own template or customize one provided by Nolo’s website or elsewhere on the web—some even allow users to download them directly into Microsoft Word documents—you’ll need some basic information first: who owns what percentage stake in the business; how profits will be split; whether anyone will serve as officer or director; and whether any restrictions apply regarding transferring stakes in particular areas (say “no” if someone wants to sell off their share).

Get an EIN.

The IRS provides each business with a tax identification number, called an “Employer Identification Number” (EIN). An EIN is used to identify your business for all tax-related matters with the IRS and state. To apply for an EIN, visit www.irs.gov/businesses/small/article/0,,id=98317,00.html or call 877-829-5500 (toll free).

This number is used by the IRS to keep track of all your company’s taxes, so it’s important that you keep this information safe and secure at all times!

Publication requirement.

• Publication requirement. You must publish a notice of your LLC formation in a newspaper. The publication requirement is satisfied by publishing the notice in the Wisconsin Gazette, a publication that meets certain statutory requirements and is published weekly by the Secretary of State.
• Satisfaction of publication requirement at any time after formation. The Minnesota statutes say that you should publish your formation notice if one has not been previously published or if it has expired (and it’s within 30 days after filing). This could mean that you can choose to wait until anytime up until 30 days after forming an LLC to satisfy this requirement as long as your LLC isn’t already registered with the state (which would make them think it was registered before).

These six steps will get you started on the right path to forming an LLC in Wisconsin

Forming an LLC in Wisconsin is a simple process if you follow the right steps. Here are six things to keep in mind:

• Choose a name and check if it’s available
• Prepare your tax ID and file any necessary paperwork with the IRS
• Determine how many members will be in your LLC and what their roles will be (e.g., director or manager)
• Decide on ownership percentages (e.g., 51%, 25%) or terms of sale (e.g., silent partner). In other words, figure out who owns what percentage of the company or whether shareholders have voting rights over management decisions
• File articles of organization with the state―this lets prospective customers know that you’re a legitimate business, as opposed to an individual who doesn’t have enough money yet to register as an LLC entity
• (Optional) Create bylaws for your new company which outline its policies and procedures for operating within its industry sector

Conclusion

Forming a limited liability company is a smart way to protect your personal assets and grow a business. Each state has slightly different requirements, but these six steps will get you started on the right path in Wisconsin.