How to Form an S Corporation in Wisconsin

By Heather Frances J.D.

An S corporation is a regular corporation, or C corporation, that has filed a special tax election with the IRS. Therefore, in order to form an S corporation in Wisconsin you must first form a C corporation by filing articles of incorporation with the state. Then, you can make your tax election with the IRS. Wisconsin allows you to file your own paperwork with the Wisconsin Department of Financial Institutions to form your corporation, or you can use an online documentation service to prepare and file your paperwork.

Naming Your Corporation

Before you can file your business’s foundational documents, you must decide on a name for your corporation. Wisconsin requires that your name be “distinguishable upon the records of the Department of Financial Institutions,” meaning your name must not be so similar to another company’s name that the two companies are likely to be confused. You can search Wisconsin’s business name listings online to find out if the name you want to use is already in use. If you have chosen a name but are not quite ready to incorporate your business, you can reserve the name without filing your articles of incorporation. Your name must include one of the authorized references to your corporate status such as “corporation” or “inc.”

Articles of Incorporation

To form your corporation, you must file articles of incorporation with the Wisconsin Department of Financial Institutions, and you can download this form from their website. Your articles must include the name of your corporation, a statement that you are organizing under chapter 180 of Wisconsin’s statutes, the number of shares the corporation is authorized to issue, the name of your corporation’s registered agent, the street address of your corporate office, the name and address of each incorporator and the name of the person who drafted the articles. Your articles must be signed by the incorporators. You can list a second choice for your corporate name in case your first choice is already taken. File the form by submitting the original, one copy and the filing fee, and you can file online or by mail.

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S Corporation Election

Once your business is incorporated, you can file an S corporation election with the IRS to obtain your S corporation status. To qualify as an S corporation, you must have no more than 100 shareholders and one class of stock, and none of your shareholders can be partnerships, corporations or non-resident aliens. Additionally, your corporation cannot be the type of business that is automatically ineligible for S corporation status, including certain financial institutions and insurance companies. If you qualify, you can make your election by filing Form 2553 no later than two months and 15 days after the beginning of the tax year in which you want the S corporation status to take effect. The form must be signed and dated by an authorized corporate officer such as the president, vice president or treasurer.

Corporate Bylaws

Wisconsin does not require your corporation to have corporate bylaws, but bylaws are often beneficial to a corporation’s operations. Bylaws govern the operations of the corporation, including how officers are appointed, how shares are sold and when shareholder meetings are conducted. Bylaws can restrict the transfer of shareholders’ stock so that the corporation can preserve its S corporation status. Typically, bylaws include provisions regarding topics such as officer qualifications, voting, filling vacancies, forming committees, property transfers and holding, fiscal year audits, financial reports and dissolution procedures.

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References

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How to Start a S Corp in Indiana

Choosing a business structure is one of the most important decisions you make when you start a business because different structures provide different tax benefits and protection from personal liability. Corporations can elect to be considered S corporations, providing the liability protection and other benefits of a corporate structure with taxation like a partnership. To form an S corporation, you must first form a standard corporation, called a C corporation, then make a tax election to become an S corp.

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An S corporation is simply an ordinary corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code. To start an S corporation, you must form a corporation that qualifies under IRS rules and then apply for S corporation status with the IRS. The IRS routinely approves applications from qualified entities. Limited liability companies may also elect to be taxed as S corporations if they qualify.

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