Should your business be issuing shares of stock, you should not open your doors for business until you do so. If you need additional help incorporating your business, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. If you want to hold an incorporated business in a U.S. State but you live in a foreign state, you will need to designate a local registered agent to accept official paperwork on behalf of your business. A registered agent is typically found by a lawyer's recommendation. If you need a business registration number from one of the states listed on this page, all you need to do is click on one of the links below. You will leave the IRS website and enter the state website. One major decision to make when incorporating involves selecting the proper state of incorporation. You're not required to incorporate in the state where your business operates; you can choose from. This allows your business to do many things any person can do, like such as pay taxes or take out a small business loan. A business can also be sued, or file its own lawsuit. This is where the liability protection provided by incorporation becomes really important.
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Here’s an overview of the key steps you’ll need to take to start your own business in Wisconsin.
The most common legal structures for a small business are:
- sole proprietorship
- partnership
- limited liability company (LLC), and
- corporation
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There also are special versions of some of these structures, such as limited partnerships and S corporations. You’ll want to consider which business entity structure offers the type of liability protection you want and the best tax, financing, and financial benefits for you and your business. Check Choose Your Business Structure on Nolo’s website for more information on how to choose the best ownership structure for your business.
For LLCs and corporations, you will need to check that your name is distinguishable from the names of other business entities already on file with the Wisconsin Department of Financial Institutions (DFI). You can check for available names by doing a business entity search on the DFI website. You can reserve an available name for 120 days by filing a Name Reservation Application (Form 1) with the DFI. There are certain name requirements for LLCs and corporations (like including a word such as “LLC” for LLCs or “Company” for corporations). See How to Form an LLC in Wisconsin and How to Form a Corporation in Wisconsin for more information.
Is your business a sole proprietorship or partnership that uses a business name that is different from the legal name of the business owner (for a sole proprietorship) or surnames of the individual partners (for a partnership)? If so, you have the option to file a Registration of Firm Names with the Register of Deeds in the county where your business is located.
If you plan on doing business online, you may want to register your business name as a domain name. See Choose and Register a Domain Namefor more information. In addition, to avoid trademark infringement issues, you should do a federal and state trademark check to make sure the name you want to use is not the same as or too similar to a name already in use. See How to Do a Trademark Searchfor more information.
- Sole proprietorship: To establish a sole proprietorship in Wisconsin, you don’t need to file any organizational documents with the state. For more information, see How to Establish a Sole Proprietorship in Wisconsin.
- Partnership: To create a general partnership in Wisconsin, you don’t need to file any organizational documents with the state. Although not legally required, all partnerships should have a written partnership agreement. The partnership agreement can be very helpful if there is ever a dispute among the partners. For more information, see How to Form a Partnership in Wisconsin. To form a limited liability partnership(often used by professionals), you must file a Registration Statement with the Wisconsin DFI. For more information, see How to Form a Limited Liability Partnership in Wisconsin.
- LLCs: To create an LLC in Wisconsin, you must file Articles of Organization with the Wisconsin SCC. You will also need to appoint a registered agent in Wisconsin for service of process. In addition, while not required by law, you also should prepare an operating agreement to establish the basic rules about how your LLC will operate. The operating agreement is not filed with the state. For more information, see How to Form an LLC in Wisconsin and How to Form a Professional LLC in Wisconsin(for professionals).
- Corporations: To create a corporation in Wisconsin, you must file Articles of Incorporation with the Wisconsin DFI. You will also need to appoint a registered agent in Wisconsin for service of process. Although not legally required, you also should prepare bylaws to establish your corporation’s internal operating rules. Bylaws are not filed with the state. S Corporations must also file IRS Form 2553, Election by a Small Business Corporation, with the IRS. For more information, see How to Form a Corporation in Wisconsin.
Tax Registration. If you will be selling goods in Wisconsin, you must register with the Department of Revenue (DOR) to collect sales tax. If your businesses will have employees, you must register with the DOR for employer withholding taxes. You can register for both types of tax, as well as other business taxes, online via the state’s One Stop Business Portal or the DOR’s Online Registration site. (The correct site to use depends on what kind of business you’re registering.) You can also register on paper using Form BTR-101, Application for Wisconsin Business Tax Registration.
EIN. If your business has employees or is taxed separately from you, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN, there are often business reasons for doing so. Banks often require an EIN to open an account in the business’s name and other companies you do business with may require an EIN to process payments. You can get an EIN by completing an online application on the IRS website. There is no filing fee.
Regulatory licenses and permits. These cover areas such as:
- health and safety
- the environment
- building and construction; and
- specific industries or services
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Different licenses and permits are issued by different agencies. You can find out about — and apply for — tax-related licenses through the Department of Revenue. Some of the state’s other important regulatory licenses and permits are handled through the Department of Natural Resources and divisions of the Department of Health Services. For information about local licenses and permits, check the websites for any cities or counties where you will do business.
Professional and occupational licenses. These cover people who work in various fields. The WisconsinDepartment of Safety and Professional Services (DSPS) has information about the full range of the state’s licensed professions and occupations. The DSPS website has general sections for Business Professions, Health Professions, and Trades Professions.
You’ll need to pick a location for your business and check local zoning regulations. That includes if you work from home. You may be able to find zoning regulations for your town or city by checking municode.com.
Wisconsin taxes every kind of business. That includes a so-called economic development surcharge that applies to businesses with $4 million or more in gross receipts. See Wisconsin State Business Income Tax for more information on state business taxes in Wisconsin.
Sole proprietorships. Pay state taxes on business income as part of their personal state income tax returns (Form 1).
Partnerships. Partners pay state taxes on partnership income on personal tax returns. In addition, most Wisconsin partnerships also must file Form 3, Wisconsin Partnership Return.
LLCs. Members pay state taxes on their share of LLC income on personal tax returns. In addition, LLCs themselves have to file an additional state tax form. The specific form used will depend on how the LLC is classified for federal tax purposes. Wisconsin LLCs also are required to file an annual report with the Wisconsin DFI. See Wisconsin LLC Annual Filing Requirementsfor more information.
Corporations. Shareholders must pay states taxes on their dividends from the corporation. A shareholder-employee with a salary also must pay state income tax on his or her personal state tax return. Moreover, the corporation itself is subject to Wisconsin the corporation franchise tax. Finally, corporations must file an annual report with the Wisconsin DFI.
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If you have employees, you must also deal with state employer taxes.
And, apart from Wisconsin taxes, there are always federal income and employer taxes. Check IRS Publications 334,Tax Guide for Small Business, and 583, Taxpayers Starting a Business, available at irs.gov.
Insurance is a good idea for most kinds of business. While insurance often is regulated at the state level, the types of business insurance available are usually similar across the fifty states. Check Obtaining Business Insurance for more information.
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Written By: Brandy Miller | November 1, 2017 | No Comments
I work with both small businesses and Corporations, and I can help you decide whether Incorporation is right for you.
The Decision to Incorporate is Complicated
The Business Structure you choose when you started your business may no longer be the best alternative. We’ll look at some reasons why you may decide to Incorporate your business. But understand from the beginning that this is a complicated decision that can have broad implications for you, your business and even your Estate Planning. The only informed way to make this crucial decision is to discuss your business in detail with our expert Business Attorneys.
Your Business Is Growing Quickly
If your business has grown significantly and you’re launching new products, incorporating helps you separate yourself from your company. Separating yourself ensures that, if there is ever a lawsuit, you protect your assets.
You Will Need New Fundraising Opportunities
Incorporation simplifies fundraising. Investors can quickly change their investment by buying and selling shares. Limited liability attracts investors.
You Have a Staff or Services Large Enough to Accommodate the Requirements of a Corporation
You’ll need to meet recordkeeping requirements of the corporation structure, and you will have new tax obligations. You’ll either need more staff or standalone services to remain compliant.
You Are in a High-Risk Industry.
Some industries, because of their very nature, are more likely to be involved in a lawsuit. If this is the case for your sector, incorporating can help you protect your private assets and can ensure your business continues, even without you. Incorporation separates your business from you and survives personal bankruptcy, owners passing away and other challenges.
You Have Talked It Over With Our Business Attorneys.
Our Business Attorneys have reviewed your future goals, and your current business situation and determined Incorporation offers you the right combination of tax benefits and legal benefits. Only then can you be sure you’re making the right decision.
You Won’t Find Better Business Attorneys in Reading, Berks County, and Pennsylvania to Help You Decide
Our attorneys can walk you through the benefits and drawbacks of incorporation for your specific business and review all of the business structures that could benefit you. Here’s why our Business Attorneys offer unsurpassed advice.
We’re expert Business Attorneys with 40 years’ experience serving both Small Businesses and Corporations in Berks County around Reading and throughout Pennsylvania. We intimately understand the pros and cons of both Business Structures.
We are Business Law specialists with expertise in all areas of business impacted by your decision to Incorporate including
- Contracts;
- Tax Planning;
- Litigation; and
- Transfer or Dissolution.
Finally, we are expert Estate Planning Attorneys which may have a significant impact on your decision to Incorporate.
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Contact Us Online or Call Us at 610-670-9000 today.
Miller Law Group’s Berks County Law Offices are in West Lawn near Reading, PA.
We offer
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