Form a C Corporation in Wisconsin for Free

How to Start a C Corp in Wisconsin in 7 Steps

Wisconsin routes all business corporation filings through the DFI's online filing system. To form a C Corp, choose a compliant business name, appoint a registered agent, file your Articles of Incorporation, complete your corporation's setup, and get an EIN.

Here's a step-by-step guide to forming your Wisconsin C Corp from start to finish.

Step 1: Choose a Name for Your Wisconsin C Corporation

Wisconsin law requires your corporation's name to be distinguishable from every existing corporation, LLC, limited partnership, and other entity already on file with the DFI. Getting the name right before you file saves you from rejection and restarts.

1. Use a Corporate Designator

Your Wisconsin corporation's name must include Corporation, Incorporated, Company, or Limited, or an accepted abbreviation such as Corp., Inc., Co., or Ltd. The designator clearly signals to the public that the business is a corporation.

2. Match the Corporation's Purpose

The name cannot state or imply that the corporation is organized for a purpose that Wisconsin law or its Articles of Incorporation do not permit.

3. Avoid Government Implications

The name cannot suggest that your Wisconsin corporation is affiliated with or connected to a state or federal government agency or a corporation chartered under U.S. law.

4. Choose a Distinguishable Name

Your Wisconsin corporation's name must be distinguishable from other entities on file in the DFI's corporate records database. Wisconsin specifically disregards entity-type words such as "Inc." or "LLC" when evaluating distinguishability. Simply adding or changing a corporate suffix will not make two otherwise identical names distinguishable.

*NOTE: A preliminary search of the DFI's database does not guarantee the name will be accepted. DFI makes a final determination when it receives and examines the filing.*

If you have a name in mind, keep two or three backups ready in case your first choice is unavailable. Use Swyft Filings' free business name generator if you need ideas. Then search the DFI's corporate records database to confirm availability before committing.

Step 2: Appoint a Wisconsin Registered Agent for Your C Corporation

Every Wisconsin business corporation must designate a registered agent and maintain a registered office in the state. The registered agent receives legal documents, official notices, and other correspondence on behalf of your corporation. The registered office is the physical business office of the registered agent in Wisconsin.

Make sure your registered agent meets the following Wisconsin corporation requirements:

• Physical Wisconsin Address: The registered office must be an actual physical location with a street address in Wisconsin. A P.O. Box or mailbox service alone does not satisfy the requirement.

• Individual or Entity Eligibility: A registered agent can be an individual Wisconsin resident or an existing entity located in Wisconsin that is authorized to transact business in the state.

• Registered Agent Email: Wisconsin's current Form 2 requires a registered agent email address at the time of filing, in addition to the registered office street address.

• Availability: The agent must be available at the registered office during normal business hours to receive service of process and other official documents.

Whether you appoint yourself or hire a professional service, the appointment process involves these steps:

1. Select a Registered Agent: Choose an eligible individual or hire a professional registered agent service from Swyft Filings.

2. Confirm the Agent's Eligibility: Make sure the individual or entity meets Wisconsin's requirements, including a valid Wisconsin street address.

3. Provide the Information When Filing Articles of Incorporation: Include the registered agent's name, email, and Wisconsin street address in your Articles of Incorporation (Form 2).

Step 3: Set Up Your Wisconsin C Corp Share Structure

You need to decide your corporation's share structure before filing Articles of Incorporation, because Wisconsin's Form 2 requires the authorized shares to be stated in the Articles.

Setting it up properly from the beginning makes it easier to allocate founder ownership, bring in investors, and provide equity to employees as the business grows.

When setting up your Wisconsin C Corp's share structure, consider the following:

• Determine authorized shares: Decide the total number of shares your C Corporation is authorized to issue. Wisconsin's Form 2 requires this number. You can authorize more shares than you initially plan to issue.

• Choose your stock type: Most corporations start with common stock for founders and employees. You may also establish preferred stock if you expect to raise outside investment or need to give investors different rights.

• Consider multiple classes: If your corporation will issue more than one class of shares, or one or more series within a class, Wisconsin's Form 2 requires additional information about each class or series to be included in the Articles of Incorporation.

• Consider voting rights: Decide whether different classes of shares will carry different voting rights. One class might have full voting rights while another has limited or no voting rights.

• Plan for future financing: If you expect to seek venture capital or other outside investment, consider how future financing rounds could affect your authorized shares and ownership percentages.

• Specify the structure in your Articles: Include the required authorized-share information in your Wisconsin Articles of Incorporation. Keep the formation documents consistent with the share structure you intend to establish.

Step 4: File Your Articles of Incorporation With Wisconsin DFI

After choosing a corporate name and deciding who will serve as your registered agent, the next step is to officially form the corporation with the State of Wisconsin. You do this by filing Articles of Incorporation (Form 2) with the Wisconsin Department of Financial Institutions. You can file online, by mail, or in person.

Let's discuss each option:

Option 1: File online

Online filing through DFI's Business Entity File Online system is the fastest option. DFI states that most online filings are accepted upon receipt and that the filer receives notice immediately. The online filing fee is $100.

Option 2: File by mail

Download Form 2 (Articles of Incorporation) from DFI's website. Complete the form and mail it with a $100 check or money order payable to the Department of Financial Institutions to:

Wisconsin Department of Financial Institutions Division of Corporate and Consumer Services PO Box 93348 Milwaukee, WI 53293-0348

Option 3: File in person

In-person filings are accepted at the DFI's physical office in Madison. Walk-in customers can request in-person expedited processing. The office address is:

Wisconsin Department of Financial Institutions

Division of Corporate and Consumer Services

4822 Madison Yards Way, North Tower, 4th Floor

Madison, WI 53705

Hours: Monday through Friday, 7:45 a.m. to 4:30 p.m.

Step 5: Create Corporate Bylaws for Your Wisconsin C Corp

Your bylaws establish procedures for making decisions, holding meetings, electing directors and officers, and managing the corporation's affairs.

When creating your corporate bylaws for your Wisconsin C Corp, consider including:

• Board of directors: Define the number of directors, their roles, terms, and how vacancies or replacements are handled. Wisconsin law requires directors to be natural persons, not entities.

• Shareholder meetings: Establish when and how shareholder meetings will be held and how shareholders will receive notice.

• Board meetings: Set rules for calling board meetings, providing notice, establishing a quorum, and voting on corporate decisions.

• Officers: Identify the corporation's officers, such as the president, secretary, and treasurer, and outline their responsibilities.

• Voting procedures: Explain how shareholders and directors vote and how corporate decisions are approved.

• Committees: Establish rules for creating and managing board committees, if needed.

• Corporate records: Specify how important corporate documents, meeting minutes, and other records will be maintained.

• Amendments: Establish the process for changing the bylaws as the corporation grows.

After the bylaws are prepared, the corporation's initial directors or incorporator should adopt them at the organizational meeting and keep the approved bylaws with the corporation's records.

Need help drafting your Corporate Bylaws? Swyft Filings can simplify the process by preparing and drafting customized corporate bylaws. Complete a short questionnaire about your corporation's structure, shareholders, and management. Our specialists draft your Corporate Bylaws and, if needed, a Shareholders' Agreement. You'll receive your completed documents ready for review and adoption at your organizational meeting.

Step 6: Hold an Organizational Meeting

After filing your Articles of Incorporation for your Wisconsin C Corp, hold an initial organizational meeting where your incorporator or initial directors formally start the business. At this meeting, you will typically:

• Adopt the corporate bylaws.

• Elect officers, such as a president, secretary, and treasurer.

• Authorize the issuance of shares and issue initial stock to founders and investors.

• Set the corporation's fiscal year.

• Authorize opening a corporate bank account.

Keep formal minutes from this meeting and every meeting that follows. Minutes are never filed with DFI, but they are among the clearest evidence that your corporation is observing proper corporate formalities, which matters if your liability protection is ever challenged.

Step 7: File for an Employer Identification Number

After forming your Wisconsin C Corp, apply for an Employer Identification Number (EIN) from the IRS. An EIN is the federal tax ID number used to identify your corporation for tax filings, business banking, licenses, and hiring. Here are the top reasons your Wisconsin C Corp needs one:

• Opening a business bank account.

• Hiring employees in Wisconsin or any other state.

• Filing federal and Wisconsin corporate franchise or income tax returns.

• Registering for Wisconsin tax accounts through the Wisconsin Department of Revenue.

• Applying for a business credit card or loan.

• Keeping your personal Social Security number off business contracts.

You can apply for an EIN directly through the IRS website at no cost, or have Swyft Filings file it for you as part of your Wisconsin C Corporation formation package.

What Are the Post-Formation Requirements for a Wisconsin C Corp?

Filing your Articles of Incorporation creates your Wisconsin C Corporation, but staying in good standing requires meeting several ongoing obligations.

1. File Your Wisconsin Annual Report Every Year

Every Wisconsin domestic business corporation must file an annual report with DFI each year after the calendar year in which it was incorporated. The annual report deadline is determined by the quarter in which your corporation's anniversary date falls:

Here is what you need to know about Wisconsin's annual report:

• Fee: $25 when filed online; $40 when filed by mail

• Where: Online through DFI's annual report system, or by mail to DFI

• What it covers: Confirms or updates your registered agent, registered office, principal office, directors, and principal officers on DFI's public record

• Late consequence: Failure to file annual reports can result in DFI marking the corporation as delinquent. An additional $25 is owed for each year the entity has been in delinquent status. Continued non-filing can provide grounds for administrative dissolution under Wisconsin law

Consider using Swyft Filings to file your Wisconsin annual report on your behalf. Our specialists prepare and file the required report, and you receive confirmation once the filing is complete.

2. Pay Wisconsin Corporate Franchise or Income Tax

Unlike an LLC or S Corp, a Wisconsin C Corp pays tax at the entity level. Wisconsin imposes a 7.9% corporate franchise or income tax on corporations organized under Wisconsin law or licensed to do business in Wisconsin. Wisconsin's terminology is important: the relevant corporate tax is referred to as the franchise or income tax rather than simply "corporate income tax."

Wisconsin corporations generally must file a franchise or income tax return regardless of whether they actually transacted business during the year, subject to statutory exceptions. Corporations with an expected current-year liability of $500 or more are generally required to make estimated tax payments throughout the year, subject to DOR's exception rules. File and pay through the Wisconsin Department of Revenue.

3. Register for Wisconsin Business Tax and Required Accounts

After obtaining your EIN, determine which Wisconsin tax registrations apply to your corporation's specific activities. Wisconsin does not require every C Corp to hold the same set of tax permits.

• Business Tax Registration (BTR): If your corporation needs Wisconsin tax permits or certificates covered by the BTR program, such as certain sales/use and withholding tax registrations, the initial BTR fee is $20. The BTR covers a two-year period and renews for $10 every subsequent two-year period. This is separate from your DFI corporate registration.

• Sales and Use Tax: If your corporation sells taxable goods or services in Wisconsin, register for a sales and use tax permit through the Wisconsin Department of Revenue.

• Withholding Tax: If your corporation hires employees, register for Wisconsin income tax withholding before the first payroll.

• Unemployment Insurance: Handled separately through the Wisconsin Department of Workforce Development.

4. Open a Business Bank Account

Open a dedicated business bank account as soon as your EIN is issued. Mixing personal and business funds is one of the fastest ways to weaken the liability protection a C Corp provides. Banks may ask for your Articles of Incorporation, EIN confirmation, and corporate resolution.

5. Obtain Required Business Licenses and Permits

Wisconsin does not issue a single statewide business license covering all business activity. Whether your corporation needs a license depends on its industry and operating location. Regulated industries such as construction, healthcare, food service, financial services, and real estate require state-level licenses from the relevant Wisconsin agency. Local municipalities may also require separate permits, business registrations, or zoning approvals.

Use Swyft Filings' Wisconsin business license research service to identify the licenses and permits that apply to your specific corporation, along with application links and renewal information.

How Much Does It Cost to Incorporate a C Corp in Wisconsin?

The cost of forming a C Corp in Wisconsin depends on your authorized share structure, required state filing fees, and any additional services you choose. Here's a complete breakdown:

*Disclaimer: This guide provides general information about forming a C Corp in Wisconsin and is not a substitute for legal, tax, or financial advice.*