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Key Points of Wisconsin LLCs
Modern LLC Law Update
Wisconsin implemented a new LLC law effective January 1, 2023 (the Wisconsin Uniform Limited Liability Company Law) with options for prior LLCs to opt‑out, updating how operating agreements, management, and member rights are handled.
Pass‑Through Tax Treatment
By default, LLCs in Wisconsin are treated as pass‑through entities (or disregarded entities for single‑member LLCs), meaning profits and losses flow to members’ personal tax returns unless the LLC elects corporate treatment.
Clear Governance and Member Rights
The new statute strengthens fiduciary duties, rights to access information, and default rules when operating agreements do not specify management or structure, giving members more protection and clarity.
Understanding Wisconsin LLCs
A Wisconsin LLC combines the liability protection of a corporation with the flexibility of a partnership, making it a smart option for business owners seeking both legal protection and operational agility. It’s known for its updated LLC statute as of 2023, strong member rights, and flexible governance options.
What is a Wisconsin LLC?
A Wisconsin LLC provides limited liability protection, shielding members from personal liability for business debts and claims. It allows management to be decided by its members or by appointed managers, depending on how the LLC is structured.
A Wisconsin LLC offers several benefits, including:
Pass‑through taxation, strong member protections under the new law, flexible operating agreements, and clarity in duties of members/managers. LLC owners benefit from modern governance rules and greater certainty under state law.
Why choose an LLC in Wisconsin?
Choosing an LLC in Wisconsin gives you personal asset protection, modern, favorable governance regimes, and tax flexibility. With the recent statutory updates, Wisconsin LLCs enjoy improved clarity, enhanced rights for members, and a business‑friendly legal environment.
Key Benefits Include:
Privacy Protection
Predictable Taxes
No Double Taxation
Legal Environment
Business Credibility
Clear Guidelines
Pros and Cons of an LLC in Wisconsin
Starting a Wisconsin LLC: Benefits
A Wisconsin LLC protects personal assets from business liabilities, offers choices in management structure, and benefits from default pass‑through taxation. The updated LLC statute also offers increased protection for members’ rights and better remedies under default rules.
Taxation of a Wisconsin LLC
Wisconsin LLCs are taxed by default as pass‑through entities—members report income or loss on their personal returns. If treated as a corporation or electing certain tax options, the LLC then follows corporate taxation. Single‑member LLCs that are disregarded for federal purposes are also disregarded for Wisconsin tax.
Starting a Wisconsin LLC: Drawbacks
The newer law adds complexity: default fiduciary duties cannot be fully waived and there is more public disclosure of member/manager roles in certain cases. Also, the changes made in 2023 require many LLCs to review and possibly amend their operating agreements. LLCs that do not opt out of the new law may have to adhere to more extensive statutory provisions.
Who Can Form an LLC in Wisconsin?
Any individual or business entity can form an LLC in Wisconsin, including sole proprietors, partnerships, corporations, and foreign LLCs seeking to register there. Existing LLCs can choose whether to operate under the new law or the prior law (if they timely filed an opt‑out when that option was available).
Types of LLCs in Wisconsin
Domestic LLC (Wisconsin‑based LLC)
A domestic LLC is formed under Wisconsin law and operates within the state, offering limited liability protection and default pass‑through taxation (unless electing corporate status).
Foreign LLC (Out‑of‑state LLC registering in Wisconsin)
A foreign LLC is one formed in another state or country but doing business in Wisconsin. It must register with Wisconsin’s Department of Financial Institutions and comply with Wisconsin’s statutes, appoint a registered agent in Wisconsin, and meet tax/reporting obligations.
Series LLC
Wisconsin allows Series LLCs under its law, but with limitations: liability safeguards between series are not absolute, and courts or statute may not recognize full separation of liabilities among all series under certain circumstances.
Professional LLC (PLLC)
Wisconsin permits professionals to form LLCs but there is no entirely separate statutory type called “PLLC” in the same way as some states. Licensed professionals must still comply with licensing board requirements, but may operate under the LLC structure with necessary professional credentials.
How to Start an LLC in Wisconsin
Choose a Business Name
Select a unique name that includes "LLC" or "L.L.C." and ensure it’s distinguishable from existing entities in Wisconsin. Use the Secretary of State’s name search tool to verify availability.
Appoint a Registered Agent
Designate a registered agent to accept legal documents. This can be an individual or a registered service company with a physical address in Wisconsin.
File the Articles of Organization
Submit Form LLC to the Wisconsin Secretary of State, providing LLC name, principal office address, and registered agent details.
Create an Operating Agreement
Though not required, it’s recommended to draft an Operating Agreement outlining ownership, governance, and profit distribution to reinforce liability protection and support tax compliance.
Wisconsin LLC Application
To start an LLC in Wisconsin, the key step is filing the Articles of Organization (Form 502) with the Wisconsin Department of Financial Institutions (DFI). This officially establishes your business as a legal entity under Wisconsin uniform LLC law.
Required Information
- LLC name (must include “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” or allowable abbreviations)
- Registered agent’s name and physical Wisconsin street address
- Principal office street and mailing address of the LLC
- Organizer’s name and address
- Whether the LLC will be member‑managed or manager‑managed
- Name and address of the person drafting the Articles (if different from organizer)
- Wisconsin does not require an LLC to form a professional limited liability company (PLLC) under a separate statutory type; licensed professionals must still comply with relevant licensing laws while operating under the LLC structure.
The Articles of Organization must include:
Filing Options
- Online: Use Wisconsin’s DFI online filing portal to submit the Articles of Organization electronically.
- By Mail / Paper: Submit completed Form 502 with required fee via postal mail to the DFI.
Filing Fees
- The fee to file the Articles of Organization is $130 for online filings.
- If filing by paper (mail), the fee is $170.
- Annual Report: All LLCs must file an annual report with the Wisconsin DFI by the end of the calendar quarter in which their formation anniversary falls, with a filing fee of $25.
- Operating Agreement: Not required to be filed with the state, but strongly recommended to define internal governance, ownership rights, and operational procedures.
- Foreign LLCs (Out‑of‑state LLCs registering in Wisconsin): Must file for a Certificate of Authority, appoint a registered agent in Wisconsin, and provide formation details from their home jurisdiction.
Post‑Filing Requirements:
Wisconsin LLC Taxation
Income & Franchise Tax
Wisconsin LLCs are treated as pass-through entities by default. This means the LLC itself is not taxed, and profits or losses pass through to the members’ personal tax returns. If the LLC elects to be taxed as a corporation, it must file and pay corporate income or franchise tax with the state.
Sales and Use Tax
LLCs selling physical products or taxable services in Wisconsin must collect and remit sales tax. The state sales tax rate is 5%, with additional county-level taxes in some areas. Use tax applies on out-of-state purchases brought into Wisconsin for business use if no sales tax was collected at the time of purchase.
Employer & Payroll Taxes
LLCs with employees must register with the Wisconsin Department of Revenue for withholding tax purposes and with the Department of Workforce Development for unemployment insurance. The LLC must withhold state income tax from wages and comply with all payroll tax obligations.
Wisconsin LLC Annual Filing (Annual Report)
What to File
Wisconsin LLCs must file an Annual Report with the Department of Financial Institutions. The report confirms or updates basic information including the LLC’s name, registered agent, principal office address, and contact information.
Filing Deadlines
Annual Reports are due at the end of the calendar quarter in which the LLC’s formation anniversary falls. Both domestic and foreign LLCs must file during this timeframe each year.
Penalties & Consequences
Failure to file the annual report may result in the LLC falling out of good standing. Continued failure to file can lead to administrative dissolution or revocation of authority to do business in Wisconsin.
Expanding Your Wisconsin LLC
As your business grows, expanding a Wisconsin LLC to operate in other states may become necessary. This section outlines how to register a foreign LLC in Wisconsin and how a Wisconsin LLC can expand into new jurisdictions while maintaining compliance.
Registering a Foreign LLC in Wisconsin
If your LLC was formed in another state and intends to do business in Wisconsin, you must file a Certificate of Authority with the Department of Financial Institutions. You must also appoint a registered agent in Wisconsin and provide a Certificate of Good Standing from your home state.
Doing Business in Other States
To expand your Wisconsin LLC into other states, you must register as a foreign LLC in each state where you operate. This involves filing with the appropriate state agency, providing a Certificate of Good Standing from Wisconsin, and complying with each state’s tax and business regulations.
Find The Right State To
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Every state has different rules, costs, and considerations for LLC formation.
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Doing Business in Wisconsin
Frequently Asked Questions
Yes, most states require you to have a registered agent to handle legal documents and notices during business hours.
While not always required by law, having an operating agreement is a smart move to outline your LLC’s rules and avoid disputes down the road.
An EIN is a federal tax ID; most LLCs need one to open a business bank account, file taxes, or hire employees.