Is an Incorporator of a Wisconsin Corporation Considered an Officer?

by Joe Stone

To form a corporation in Wisconsin, a document called "articles of incorporation" must be filed with the Department of Financial Institutions. The person filing the articles is called the "incorporator." An incorporator is not considered an officer of the newly formed corporation; however, the incorporator can also be an officer of the corporation. In addition to forming the corporation, the incorporator must elect the corporation's initial board of directors and may also participate in other ways.

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Forming a Wisconsin Corporation

The Department of Financial Institutions provides a pre-printed form of articles of incorporation that can be downloaded and used for filing. The department also provides an online filing option. Regardless of how the articles are filed, Wisconsin law requires every corporation to have a minimum of one incorporator and at least one incorporator must sign the articles of incorporation. The articles of incorporation must also include the names and addresses of all incorporators.

Electing the Corporation's Directors

Immediately following incorporation, Wisconsin law requires that a meeting be held to organize the corporation, the primary purpose of which is to elect the corporation's directors. The incorporators are required under Wisconsin law to hold such a meeting, unless an initial board of directors was named in the articles of incorporation. The incorporators can dispense with a physical meeting and appoint the directors in writing, so long as all incorporators agree and the writing is signed by all incorporators.

Completing the Organization of the Corporation

Wisconsin law also authorizes the incorporators to complete the organization of the corporation or delegate that responsibility to the newly elected directors. At a minimum, a set of bylaws must be adopted for the corporation. The bylaws will specify how the corporation will be structured and managed, including such matters as the number of officers to be appointed, and their titles and duties.

Corporate Officers

Wisconsin law generally states that a corporation shall have officers as specified in its bylaws, with the bylaws also specifying each officer's duties. If the incorporators also organize the corporation, they must ensure that the bylaws include the necessary provisions for officers. Wisconsin law does not state that a corporation must have any particular number or type of officers; however, most corporations will appoint a president, secretary and treasurer. Any incorporator can be appointed as an officer of the corporation.