How to start an LLC in Wisconsin: A simple guide

Although starting a business is exciting, navigating the legal and administrative landscape can get overwhelming. If you’re an entrepreneur looking to establish a business in Wisconsin, consider forming a limited liability company (LLC) as it can offer protection from business liabilities, give operational flexibility and simplify taxation.

This guide includes everything you need to know, from the essential requirements to step-by-step instructions and tax considerations, to ensure you’re well-prepared to start a Wisconsin LLC.

Requirements for LLC formation in Wisconsin

The requirements to start an LLC in Wisconsin include having a unique business name, a registered agent and organizational documents.

Unique business name

To be registered in Wisconsin, your LLC must have a distinguishable business name. It can’t be the same or too similar to the name of any business already in existence in the state. Your LLC’s name also needs to follow naming conventions set by the state.

Requirements for an LLC name in Wisconsin include:

• Your LLC’s name must include the phrase “limited liability company” or “limited company” or contain an acceptable abbreviation, such as “LLC” or “LC.” You can also abbreviate “Limited” as “Ltd.” and “company” as “Co.” if that makes things easier.
• Your LLC’s name must be different from any name that has been reserved or registered with the Wisconsin Department of Financial Institutions. Minor differences like punctuation or using “limited liability company” instead of “LLC” aren’t enough to make one name distinguishable from another.
• Your LLC’s name shouldn’t include terms that could be confused as being part of a government or regulatory body (for instance, “federal” or “treasury”).

Registered agent

A registered agent in Wisconsin is an entity or individual responsible for receiving essential tax and legal documents on behalf of your LLC. If they’re an individual, the agent must be a Wisconsin resident. If the agent is an entity, it must be authorized to conduct business in Wisconsin.

Your LLC can’t name itself as its own registered agent; however, a member of your LLC can serve as the registered agent, so long as they’re a resident of Wisconsin.

Here are some additional things to keep in mind:

• Your LLC’s registered agent must have a registered office address in Wisconsin (no P.O. Box, mailbox service, telephone answering service or virtual office).
• Your LLC’s registered agent should keep regular business hours at that address.
• Your LLC’s registered agent should be available at the street address to accept formal and legal correspondence.

Articles of organization

The articles of organization is a formal document that establishes your LLC in Wisconsin. Your LLC’s articles of organization must contain the following details:

• Name of your LLC
• Name and email address of your registered agent
• Street address of the registered office
• Street and mailing address of your LLC’s main office
• Names and addresses of all organizers of your LLC
• Name of the individual who drafted the document
• Name and contact information of the designated contact person

Steps to starting an LLC in Wisconsin

Now that we’ve covered the requirements, let’s go over the actual steps to starting your Wisconsin LLC.

Step 1: Name your Wisconsin LLC

Naming your business is a crucial decision. You’ll want to choose a distinct name that appeals to your target audience and complies with legal requirements. Use the Wisconsin Department of Financial Institutions’ Search Corporate Records Name Availability tool to determine whether the name you want is available.

If you find an available business name but aren’t ready to submit your articles of organization yet, you can reserve your LLC’s name for 120 days by filing a name reservation application. Note, however, that this application can’t be filed online.

The original copy should be mailed to the below address:

State of WI-Dept. of Financial Institutions

Box 93348

Milwaukee, WI 53293-0348

However, applications sent by express or priority mail should be sent here:

State of WI-Dept. of Financial Institutions

Division of Corporate and Consumer Services

4822 Madison Yards Way, 4th Fl., North Tower

Madison, WI 53705

A check for the $15 nonrefundable filing fee, payable to the Department of Financial Institutions, should also be included with your application.

Step 2: Designate a registered agent

Once you’ve selected a name for your Wisconsin LLC, it’s time to designate a registered agent.

You can choose yourself, a family member, a colleague or even a friend as the registered agent for your LLC, provided they meet the previously outlined requirements. Alternatively, you can choose an entity (like a law firm) or hire a professional service to act as your LLC’s registered agent.

To mitigate the risk of noncompliance and ensure the protection of your privacy, many businesses consider engaging a registered agent service. They’re also useful if your business has irregular business hours or operates in multiple states. In Wisconsin, the cost of hiring a commercial registered agent ranges from approximately $100 to $300 per year.

Step 3: File Wisconsin articles of organization

Next, you need to file your articles of organization with the Wisconsin Department of Financial Institutions. There are a couple of ways you can do this:

Online

You can easily file your articles of organization online for a nonrefundable fee of $130. Typically, your filing will be accepted upon receipt, and you’ll receive immediate notification.

By mail

To submit your application by mail, print and download the articles of organization (Form 502) and mail it to the below address:

State of WI-Dept. of Financial Institutions

Box 93348

Milwaukee, WI 53293-0348

If your application is sent by express or priority mail, it should go here:

State of WI-Dept. of Financial Institutions

Division of Corporate and Consumer Services

4822 Madison Yards Way, 4th Fl., North Tower

Madison, WI 53705

You’ll need to include a check for the $170 filing fee, which should be made payable to the Wisconsin Department of Financial Institutions.

Expedited services are also available for an additional $25 fee. Documents with expedited service requests are handled by the end of the first business day after they’re received.

Step 4: Create an operating agreement (optional)

You’re not required to have an operating agreement for your Wisconsin LLC, but it’s a good idea to create one. The operating agreement is the primary document that establishes the rights, powers, duties, liabilities and obligations of your LLC’s members among themselves and to the LLC. Think of it as a roadmap for your business, addressing both opportunities and challenges.

Here are a few other things the operating agreement can do:

• Outline financial expectations, including distribution among members
• Define your LLC’s management structure
• Protect your company’s limited liability status
• Specify ownership percentages
• Establish rules for buyouts and sales

Even though Wisconsin doesn’t require you to have an operating agreement, taking this step can help prevent legal, financial and practical issues in the future. If your LLC doesn’t have a formal operating agreement, then Wisconsin LLC statutes will govern how your LLC operates.

Step 5: Acquire an employer identification number (EIN)

When formally establishing your business, it’s crucial to ensure your LLC is prepared to pay any relevant taxes. If your LLC has employees, obtaining a federal EIN is necessary for payroll and tax management. You can obtain an EIN for free through the IRS website.

Even if you don’t have any employees yet, you should still consider applying for an EIN. Having one not only fulfills financial requirements for employee payment and tax handling but also helps in opening a business bank account and obtaining a business credit card.

Step 6: File annual reports

Although technically not part of forming an LLC, every Wisconsin LLC has to submit an annual report to the Department of Financial Institutions. However, the rules differ depending on whether your LLC is “domestic” or “foreign.” In this context, “domestic” means any LLC formed in Wisconsin, and “foreign” refers to an LLC initially formed in any state other than Wisconsin.

Here’s how to determine when to submit your Wisconsin LLC’s annual report:

• A domestic LLC is required to submit its annual report at the end of the calendar quarter of the LLC’s anniversary month. For instance, if your LLC was formed in February, the report is due by March 31.
• A foreign LLC needs to submit its annual report at the end of the first calendar quarter regardless of when in the year it was originally registered. So, even if your foreign LLC was formed in December, it would still have to file its annual report by March 31.

The most convenient method for filing your annual report is through the Wisconsin One Stop Business Portal. Alternatively, you can opt to download, complete and mail your annual report (Form 5) to the Wisconsin Department of Financial Institutions.

The filing fees for the annual report also differ for domestic and foreign LLCs: For domestic LLCs, the fee is $25 per year; and for foreign LLCs, the fee is $80 per year.

Wondering how much an LLC costs? We did the research for you.

Understanding federal and state taxes for Wisconsin LLCs

Like most businesses, Wisconsin LLCs face taxes at both the federal and state levels. Understanding your tax responsibilities when starting an LLC in Wisconsin can streamline your financial management and make tax season more manageable.

Wisconsin LLC members pay federal income tax via their personal tax returns. The state’s self-employment tax rate is 15.3%. This tax includes Social Security (12.4%) and Medicare (2.9%).

Wisconsin sales and use tax

The Wisconsin sales and use tax rate is 5% on retail goods, digital goods, leased property and certain services, including admission to entertainment venues and boat docking. Visit the Wisconsin Department of Revenue website for a comprehensive list of what’s taxable under the state’s sales and use tax laws.

LLCs, whether multi-member or single-member electing to be taxed as a corporation, are treated like other business entities for Wisconsin sales and use tax. This means they must register, report and pay taxes like any other entity.

Wisconsin income and franchise tax

Wisconsin imposes both franchise tax and income tax on corporations. Note: Only LLCs that are treated as corporations for federal income tax purposes are subject to these taxes.

While Wisconsin has a franchise tax and an income tax, corporations only have to pay one of them each year for the privilege of doing business in the state.

The franchise tax rate is 7.9%. It applies to all Wisconsin-based corporations with nonexempt income and foreign corporations doing business in Wisconsin that aren’t exempted by law or barred by federal regulations.

Income tax only applies to foreign corporations that aren’t covered by the franchise tax or that exclusively conduct foreign or interstate commerce in Wisconsin. The income tax rate is also 7.9%.

Wisconsin employment taxes

Employers must withhold Wisconsin income taxes if they pay wages to Wisconsin residents or nonresidents performing services in the state. Note that there are exemptions for certain scenarios like retirement benefits or military service.

Reciprocity agreements also exist for specific states: Illinois, Indiana, Kentucky and Michigan. These agreements relieve Wisconsin employers from withholding income for residents of those states.

LLCs must also withhold federal income tax, Medicare and Social Security from wages, while also paying the employer’s portion of Social Security and Medicare.

Wisconsin unemployment insurance (UI) tax

Wisconsin employers are subject to unemployment insurance (UI) tax, which helps provide short-term income to workers facing job loss through no fault of their own. Before you hire your first employee, you’ll need to register your Wisconsin LLC with the Wisconsin Department of Workforce Development (DWD).

To register, you can visit the DWD website, which allows businesses to manage unemployment contributions, register new businesses, report newly hired employees, and file quarterly reports.

The new employer rate for most Wisconsin LLCs is 3.05% to 3.25% depending on the payroll amount, and the taxable wage base is $14,000.

Additional taxes and fees in Wisconsin

Excise tax

Wisconsin imposes excise taxes on alcoholic beverages, cigarette and tobacco products, vapor products, and motor fuel. The rates and regulations vary for each category, so review them thoroughly to understand what sort of taxes your LLC will be expected to pay.

Property tax

Wisconsin property tax, which helps fund local services, applies to real and personal property. Rates vary by location and are assessed on property values, with possible homeowner exemptions or credits available.

Additional fees

There are various other fees your Wisconsin LLC may be subject to, including:

• Dry cleaning fees
• Police and fire protection fees
• Real estate transfer fees
• State rental vehicle and limousine fees
• Unclaimed property fees