Wisconsin corporation law affords the owners of a Wisconsin S corporation the opportunity to convert into a limited liability corporation, or LLC. Depending on the assets and liabilities of your company, as well as the ability of your company to maintain the extensive formal filing requirements of a corporation, it may be beneficial to convert your Wisconsin S-corporation to a Wisconsin LLC. Converting to a Wisconsin LLC requires filing a Certificate of Conversion with the Wisconsin Department of Financial Institutions.
Fit your business needs with the right LLC package
Formulate a plan of conversion. The Wisconsin Department of Financial Institutions provides a template for a plan of conversion (see Resources). Your plan of conversion must include the name of your S corporation, the name of the LLC you will be forming, the terms and conditions of the conversion, the manner of converting stock shares into ownership of the LLC, the date of the conversion and a copy of the new LLC’s Articles of Organization.
Conduct a vote to convert your S corporation to an LLC. Wisconsin law requires that both the board of directors and a majority of each class of shareholders approve a plan of conversion.
Download a copy of the Certificate of Conversion or access the online Certificate of Conversion application. You have the option of filing online or by mail. If filing online, you must use the Wisconsin Department of Financial Institutions’ application for a Certificate of Conversion (see Resources). If filing by mail, you must download a Certificate of Conversion form (see Resources).
Fill out the Certificate of Conversion. Provide the name of your new LLC and indicate that it is an LLC. If your S corporation owned real estate in Wisconsin, you must file a record of ownership with the Wisconsin Department of Revenue (see Resources). Provide the name of your LLC after conversion. Attach the plan of conversion, either by uploading it online or stapling it to the Certificate of Conversion and sending it by mail. Provide the name and address of the registered agent of both the S-corporation and the LLC. Sign and date the Certificate of Conversion, and indicate whether you are a member or manager of the newly formed LLC.
File your Certificate of Conversion. As of 2010, the filing fee is $150. If paying online, you must use a credit card. If filing by mail, you must use a check made payable to the “Department of Financial Institutions.” The mailing address can be found at the Wisconsin Department of Financial Institutions website where you downloaded the Certificate of Conversion form (see Resources).