How to Set Up an LLC in Wisconsin

By Jennifer Kiesewetter, J.D.

How to Set Up an LLC in Wisconsin

By Jennifer Kiesewetter, J.D.

A limited liability company (LLC) is a type of business that includes sole proprietorship, partnership, and corporation characteristics. The flexibility and the pass-through taxation of sole proprietorships and partnerships are mixed with the personal liability protection of corporations. Each state's laws govern the formation and management of this type of business entity.

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Although some characteristics are shared with partnerships and corporations, LLCs are unique in many ways. For example, they have their own terminology. When you form this type of business, it's "organized" as opposed to "incorporated," like a corporation. In addition, while a corporation has shareholders and a partnership has partners, the owners of these companies are called members.

To set up an LLC in Wisconsin, you must complete certain steps with the Wisconsin Department of Financial Institutions.

1. Finalize LLC members and organizers.

Under Wisconsin law, one or more people may set up this type of business. The organizer or organizers don't have to be members. Further, you can organize an LLC for any lawful purpose, not otherwise prohibited under Wisconsin law.

Before completing any formal paperwork for your Wisconsin LLC, you should finalize who its members will be and determine who will file the paperwork as the organizer(s).

2. Choose the name.

When you name your business, you're required to include "Limited Liability Company," "LLC," or "L.L.C." Additionally, you must choose a name that is distinguishable from other Wisconsin registered businesses. You can search available business names through the Department of Financial Institutions.

You can reserve a business name for 120 days by filing a Name Reservation Application (Form 1) and its filing fee with the Department of Financial Institutions if you need some time before registering your business.

3. Select a registered agent.

Before you file any formation documents with Wisconsin, choose a registered agent. A registered agent is an individual who receives service of process and other vital documents on behalf of the LLC. The registered agent must have a Wisconsin physical street address, not a post office box.

4. File articles of organization.

To set up this type of business, you must file your Articles of Organization - Limited Liability Company (Form 502) with the Wisconsin Department of Financial Institutions. In the articles of organization, you provide:

  • The LLC's name
  • The name and address of the initial registered agent
  • Whether the LLC is member-managed or manager-managed
  • The name, address, and signature of each organizer
  • The deferred effective date, if applicable

You may file Form 502 along with the requisite fee online, or you may submit a paper form by mail. The amount of the filing fee may vary depending on the way you file. You can find fee information and the address for filing by mail on the Department of Financial Institutions' website.

5. Create an operating agreement.

An operating agreement sets forth the management and financial relationships within the LLC. For example, an operating agreement governs percentages of ownership and distribution of profits and losses among the members. An operating agreement also addresses what happens if a member leaves or becomes disabled as well as the members' voting powers.

Each state has a basic set of laws governing the management of LLCs. If the operating agreement doesn't address specific financial or management issues, then Wisconsin state law dictates. The members should determine how they want the business to operate and create an operating agreement that reflects those intentions and follows state law.

You don't need to file the operating agreement with the articles of organization. However, you should keep your operating agreement on hand for reference.

6. Complete other business-specific registration and tax requirements.

Once you set up your Wisconsin LLC, you should consider some additional requirements for your business. For example, depending on your business, you may need local or state business licenses. Additionally, if you are selling goods or services that require sales taxes, you need to register with the Wisconsin Department of Revenue. Finally, you need to secure a federal employer identification number and set up applicable bank accounts.

After you've decided to form an LLC, the above steps will help you with its creation. Following all the steps from choosing a name to filing taxes as required by Wisconsin's laws will ensure your business is legal and valid.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.