Wisconsin Foreign LLC Registration (How-to Guide)

Ready to expand your business as a Wisconsin foreign LLC? You’re in the right place!

In this quick guide, I’ll simplify the steps to register your foreign LLC in Wisconsin, making the process easy to follow.

Grab a cup of coffee, and let’s dive in!

Wisconsin Foreign LLC Requirements

1. LLC’s Name Availability

The first step in registering your Wisconsin foreign LLC is to ensure that your LLC’s name is available and meets Wisconsin’s naming requirements. You can check name availability by searching the Wisconsin Department of Financial Institutions’ website.

Your LLC name must be unique and not easily confused with existing businesses. It should also include “Limited Liability Company” or an abbreviation like “LLC.”

2. Wisconsin Registered Agent

Every foreign LLC doing business in Wisconsin must appoint a registered agent. This agent is responsible for receiving official documents and legal papers on behalf of your LLC. The registered agent must have a physical address in Wisconsin (P.O. boxes are prohibited).

I recommend that you either appoint an individual resident of Wisconsin or hire a professional registered agent service.

3. Wisconsin Certificate of Registration

To legally operate your foreign LLC in Wisconsin, you must file a Certificate of Registration with the Wisconsin Department of Financial Institutions.

This form requires several key details about your LLC:

• LLC Name: Ensure it matches the name of your LLC registered in your home state.
• State of Origin: Indicate the state where your LLC was initially formed.
• Principal Office Address: Provide the main office address of your LLC.
• Wisconsin Registered Agent Information: Include your registered agent’s name and physical address in Wisconsin.
• Mailing Address: If your principal office’s address is different from this one, specify the address where you want official correspondence sent.

You can submit this form online or by mail to the following address:

State of Wisconsin
Dept. of Financial Institutions
Box 93348
Milwaukee, WI, 53293-0348

The filing fee for this application is $100. Please ensure that all information is accurate and complete to avoid delays in processing your registration.

4. Business Licenses and Permits (optional)

Depending on your business activities, you may need to obtain various local, state, and federal licenses and permits to operate legally in Wisconsin. Check with the Wisconsin Department of Revenue and local city or county offices to identify your business’s required licenses and permits.

How to Form a Foreign LLC in Wisconsin State

Step 1. Selecting Your Business Name (new or existing)

Start by searching the Wisconsin Department of Financial Institutions’ business database here to confirm the desired name is still available. If using an existing name, ensure it complies with Wisconsin’s naming rules.

The name should include “Limited Liability Company” or an abbreviation like “LLC” and must be unique. Avoid names that are too similar to those already registered in Wisconsin.

Step 2. Appointing a Wisconsin Registered Agent

Designate a registered agent responsible for receiving legal documents and official correspondence on behalf of your LLC.

The registered agent must have a physical address in Wisconsin—P.O. boxes are unacceptable. This can be an individual resident or a professional registered agent service.

For this service, I highly recommend Northwest Registered Agent.

Explore my experience with Northwest Agent in my latest review.

Step 3. Complete the Wisconsin Certificate of Registration

Complete the Certificate of Registration form to officially register your foreign LLC in Wisconsin.

Here’s what you’ll need to provide:

• Name or Fictitious Name of Your LLC: Indicate the official name or any fictitious name your LLC uses.
• Original State of Formation: List the state where your LLC was initially created.
• Date of Organization: Provide when your LLC was formed in its home state.
• Principal Office Address: Enter the address of your LLC’s main office.
• Registered Agent’s Name and Address: Include your Wisconsin registered agent’s name and physical address.
• Management Structure: Specify whether your LLC is member-managed or manager-managed.
• Previous Business Transactions in Wisconsin: State whether your LLC has conducted business in Wisconsin before registering. If your LLC operates without registration, you must pay a penalty and the $100 fee. Use the supplemental form the Department of Financial Institutions provided and consult the instructions to calculate the total amount owed.
• Signature and Date: Ensure the form is signed and dated by an authorized individual, such as an LLC manager or member.
• Name of the Person Filling Out the Form: Include the name of the person who completed the document.

Once you’ve gathered all this information, submit the completed form to the Wisconsin Department of Financial Institutions. You can file online or by mail.

Filing costs $100. If you need it processed by the end of the day, you can pay an additional $25 for expedited service.

Step 5. Receive Certificate of Registration

After processing your application, you will receive your Certificate of Registration from the Wisconsin Department of Financial Institutions. This certificate officially authorizes your LLC to conduct business in Wisconsin.

How long does this take?

Wisconsin usually processes your application in about five business days. If you need it faster, you can pay an extra $25 for expedited service, and you’ll get your certificate the same day.

Registration Fee – How Much Does a Foreign LLC in Wisconsin Cost?

To register a foreign LLC in Wisconsin, you must pay a $100 registration fee. This fee covers processing your application and officially authorizing your LLC to do business in the state.

If you need your registration processed faster, Wisconsin offers an expedited service option. For an additional $25, you can request same-day processing. This means you’ll receive your Certificate of Registration by the end of the day, which can be useful if you have tight deadlines or urgent business needs.

So, the basic cost for registering a foreign LLC in Wisconsin is $100, but if you want to speed things up, you can pay an extra $25 for expedited processing.

When registering your LLC, you must select a registered agent with a physical address in Wisconsin to manage legal documents. This service typically costs between $200 and $1,000. However, I recommend looking for a registered agent that charges under $100. For more details, click here.

Do I need to file Wisconsin Articles of Organization?

You do not need to file Wisconsin Articles of Organization for a foreign LLC. The Articles of Organization are required to form a new LLC in Wisconsin. Still, as a foreign LLC, you only need to file the Certificate of Registration to operate legally in the state.

How are Foreign Entity LLCs in Wisconsin taxed?

Foreign LLCs in Wisconsin are generally taxed as pass-through entities by default. This means the LLC itself does not pay federal income taxes. Instead, the profits and losses pass through to the individual members, who report them on their income tax returns. Each member is responsible for paying federal taxes on their share of the LLC’s income and state taxes to Wisconsin.

Additionally, a foreign LLC in Wisconsin can be taxed as a corporation if preferred. It can elect to be taxed as an S-Corp, which still allows income to pass through to members, or as a C-Corp, which means the LLC will pay federal corporate taxes, and members will pay taxes on any dividends they receive.

FAQs on Wisconsin Foreign LLC Registration

Can I Be My Registered Agent for My Wisconsin LLC?

Yes, you can be your registered agent for your Wisconsin LLC, provided you have a physical address in Wisconsin where you can receive legal documents and official correspondence. However, many business owners opt for a registered agent service to ensure they don’t miss important documents and to maintain privacy.

Why Hire a Wisconsin Registered Agent Service?

Hiring a Wisconsin registered agent service offers several advantages:

• Privacy: Keeps your address off public records.
• Compliance: Ensures you receive important legal documents and notifications on time.
• Convenience: Provides professional handling of legal paperwork and deadlines.
• Availability: Ensures someone is available during business hours to receive documents.

How Can I Withdraw My Wisconsin Foreign LLC?

To withdraw your Wisconsin foreign LLC, follow these steps:

1. File a Certificate of Withdrawal: Submit this form to the Wisconsin Department of Financial Institutions to formally dissolve your LLC’s registration in the state.
2. Resolve Any Outstanding Taxes: Ensure all Wisconsin state taxes are paid and up-to-date.
3. Submit Final Tax Returns: File final tax returns for both federal and state taxes.
4. Notify Other Agencies: Inform any other relevant agencies or business partners of your withdrawal.

Is a Physical Presence Required in Wisconsin to Form an LLC as a Foreigner?

No, you do not need a physical presence in Wisconsin to form a foreign LLC. However, you must appoint a registered agent with a physical address in Wisconsin to handle legal documents and official correspondence.

How Do I Amend a Foreign LLC in Wisconsin?

To amend your foreign LLC in Wisconsin, follow these steps:

1. File an Amendment Form: Complete and submit the appropriate amendment form to the Wisconsin Department of Financial Institutions.
2. Provide Updated Information: Include details of the changes you are making, such as changes to the LLC’s name, address, or management structure.
3. Pay Any Required Fees: Some amendments may require a processing fee.
4. Submit the Form: File the form online or by mail.

What Does It Mean to Do Business in Wisconsin?

“Doing business in Wisconsin” generally means:

• Owning or Leasing Property: If your LLC owns or leases property in Wisconsin.
• Employing Workers: Having employees who work in Wisconsin.
• Providing Services: Offering retail or other services to customers in Wisconsin.

If your LLC meets these criteria, you must register as a foreign LLC in Wisconsin.

Does a Foreign LLC Have to File an Annual Report in Wisconsin?

Yes. Foreign LLCs must file a Wisconsin Annual Report by March 31st every year after registering and filing online, which costs $81. Filing by mail costs $80 plus the cost of a stamp. Since the difference is minimal, it’s easiest to file online.