Articles of Incorporation are the official documents filed with the Wisconsin Department of Financial Institutions (DFI) to create a new for-profit corporation. This filing establishes the business as a distinct legal entity, providing a liability shield for directors, officers, and shareholders. Once approved, the Articles of Incorporation become a public record and are required before the corporation can apply for tax IDs or enter into contracts.
Information Needed to Complete Wisconsin Articles of Incorporation
To file, specific information must be gathered for the DFI’s Form 2, the “Articles of Incorporation – For-Profit Stock Corporation”. The first requirement is selecting a unique corporate name. This name must include the word “Corporation,” “Incorporated,” “Company,” or “Limited,” or an abbreviation like “Corp.” or “Inc.”. 1Justia Law. Wisconsin Statutes § 180.0401 (2024) — Corporate name. The name must be distinguishable from any other business name already on file with the DFI; a name availability search should be conducted on the DFI’s website to confirm this.
A corporation must designate a registered agent and a registered office in Wisconsin. 2Wisconsin State Legislature. Wisconsin Legislature: 180.0501 The registered agent is an individual or business entity responsible for receiving legal notices and official mail on behalf of the corporation. This agent must have a physical street address in Wisconsin, as P.O. boxes are not permissible for the registered office. The agent must consent to this appointment, and listing them on the Articles of Incorporation serves as evidence of that consent for the initial filing.
The articles must also state the total number of shares the corporation is authorized to issue. If the corporation plans to have different classes of shares, such as preferred stock with different rights, these details must be specified. The name and address of each incorporator—the individual or individuals signing and delivering the document—are also required. The form requires the address of the corporation’s principal office, which can be located inside or outside of Wisconsin, and the name and address of the person who drafted the document.
Submitting Your Articles of Incorporation to the Wisconsin DFI
After completing Form 2, it must be submitted to the DFI. Filers have two options: online or by mail. The online method, accessible through the DFI’s web portal, is often faster and involves inputting the prepared information into the digital form and making a payment electronically.
For mail submission, the completed and signed Form 2 can be sent to the DFI’s office in Madison. Mail submissions must include a check or money order for the filing fee. The standard filing fee for Articles of Incorporation is $100. This fee applies to both online and mail-in submissions and is non-refundable. For an additional $25 expedite fee, the DFI can process the filing in approximately one business day.
The DFI reviews each submission. Online filings receive immediate approval, while documents sent by mail are processed in approximately five business days. Upon approval, the DFI endorses the document as “FILED,” which is the official evidence of the corporation’s existence. The filer receives a confirmation copy, either as an online download or by mail.
Maintaining Your Corporation’s Good Standing After Filing
Filing the Articles of Incorporation begins ongoing compliance obligations. The primary requirement is the Wisconsin Annual Report. 3Wisconsin State Legislature. Wisconsin Legislature: 180.1622 This report serves to confirm or update the corporation’s information on the public record, including details such as the registered agent and office, principal office address, and the names and addresses of the corporation’s directors and principal officers.
The Annual Report must be filed with the DFI each year to keep the corporation in “good standing.” The report’s due date corresponds with the corporation’s formation anniversary and must be filed during the calendar year quarter in which that date falls. For example, if a corporation was formed on April 15th, its annual report would be due between April 1st and June 30th each year.
The filing is completed online through the DFI’s website. The fee is $25 for online filing and $40 for filing by mail. Failure to file this report can lead to the corporation being declared delinquent and may result in administrative dissolution by the state, revoking its legal status and the liability protections it provides.