Overview of Wisconsin LLCs

Wisconsin provides an efficient and affordable environment for Limited Liability Companies (LLCs) under Wisconsin Statutes Chapter 183. Wisconsin LLCs offer liability protection, pass-through taxation, and operational flexibility with some of the lowest ongoing compliance costs in the nation.

Wisconsin's LLC formation and maintenance is handled by the Department of Financial Institutions (DFI) through their online filing system. Key features of Wisconsin LLCs include:

• $130 online filing fee ($170 mail) - competitive formation cost
• $25 annual report - one of the LOWEST annual fees in the United States
• No franchise tax - Wisconsin does not impose franchise or privilege tax on LLCs
• No minimum tax - no minimum annual tax regardless of revenue
• Fast processing - 1-3 business days for online filings
• Pass-through taxation at federal level (no double taxation)
• Professional LLC option for licensed professionals
• Series LLC NOT available in Wisconsin

Step-by-Step Guide to Forming a Wisconsin LLC

Step 1: Choose a Name for Your Wisconsin LLC

Your LLC name must comply with Wisconsin naming requirements under Wis. Stat. § 183.0103:

• Required Designation: Must include "Limited Liability Company," "LLC," or "L.L.C."
• Distinguishable: Must be distinguishable from names of existing entities on file with DFI
• Restricted Words: Cannot use "bank," "trust," "insurance," "cooperative," "credit union," or similar terms without proper licensing/approval
• Professional LLCs: If forming a professional LLC, must indicate professional nature (e.g., "Smith Law LLC")
• Misleading Names: Cannot use names that falsely suggest governmental affiliation or mislead the public

Check Name Availability

• Online Search: Use the Wisconsin DFI Corporate Registration Database
• Free Search: Name availability check is free
• Reserve Name: You can reserve a name for 120 days (4 months) for $15 (longest reservation period in the nation for lowest cost)
• Renewal: Name reservation can be renewed for additional 120-day periods

Step 2: Appoint a Registered Agent

Every Wisconsin LLC must have a registered agent (Wis. Stat. § 183.0109):

• Requirements: Must be a Wisconsin resident (individual) OR a Wisconsin business entity authorized to transact business in Wisconsin
• Physical Address: Must have a physical street address in Wisconsin (P.O. boxes NOT allowed as registered office address)
• Responsibilities: Receives service of process, legal notices, and official state correspondence
• Availability: Must be available during normal business hours (typically 9am-5pm weekdays)
• Consent: Agent must consent to appointment in Articles of Organization

Registered Agent Options

Step 3: File Articles of Organization

File your Articles of Organization (Form 502) with DFI to legally create your LLC:

Required Information

• LLC Name: Official legal name including LLC designation
• Principal Office Address: Physical address (can be out-of-state)
• Registered Agent: Name and Wisconsin street address
• Registered Office: Wisconsin street address where agent can be reached
• Organizer: Name and address of person filing (does not need to be a member)
• Management Structure: Member-managed or manager-managed (optional disclosure - Wisconsin default is member-managed)
• Duration: Perpetual or specific end date (perpetual is typical)

Filing Methods & Fees

Online Filing: File at Wisconsin DFI Business Services

Mailing Address (Paper Filing):

Step 4: Create an Operating Agreement

While Wisconsin does not require LLCs to have a written operating agreement, Wis. Stat. § 183.0105 provides default rules that apply if you don't have one. Creating a custom operating agreement is highly recommended:

Purpose of Operating Agreement

• Legal Protection: Reinforces limited liability protection by establishing LLC as separate legal entity
• Override Default Rules: Wisconsin's default statutory rules apply unless operating agreement provides otherwise
• Ownership Structure: Documents each member's ownership percentage and capital contributions
• Management Rules: Specifies whether LLC is member-managed or manager-managed and defines authority
• Profit Distribution: Outlines how profits and losses are allocated among members
• Decision-Making: Establishes voting rights and procedures for major decisions
• Transfer Restrictions: Defines what happens when a member wants to sell their interest, leave, or dies
• Dispute Resolution: Provides procedures for resolving conflicts between members

Wisconsin Default Rules (If No Operating Agreement)

Under Wis. Stat. § 183.0401 and § 183.0404, if you have no operating agreement:

• Profits/losses allocated based on value of contributions (not necessarily equal)
• Each member has equal right to manage LLC (member-managed by default)
• Ordinary matters decided by majority vote; amendments to operating agreement require unanimous consent
• Members can transfer financial rights but not management rights without consent

Important: Operating agreement is an internal document - do NOT file with DFI. Keep it with your LLC records.

Step 5: Obtain an EIN (Employer Identification Number)

Most LLCs need a federal Employer Identification Number (EIN) from the IRS:

• Required For: Multi-member LLCs, LLCs with employees, LLCs taxed as corporations, opening business bank accounts
• Optional For: Single-member LLCs with no employees (can use owner's SSN, but EIN recommended for privacy)
• How to Apply: Free online application at IRS.gov
• Processing Time: Instant (receive EIN immediately upon online application approval)
• Cost: Free (beware of third-party services charging fees)

Step 6: File Annual Report

Wisconsin requires all LLCs to file an annual report with DFI:

• Filing Deadline: By the end of the calendar quarter in which your LLC's anniversary month falls
• Fee: $25 (one of the lowest in the nation)
• Example: If you formed LLC in March (Q1), annual report due by March 31 each year
• Required Information:
  • LLC name
  • Principal office address
  • Registered agent and office address
  • Names and addresses of members or managers
• Filing Method: Online through DFI Business Services (recommended) or mail
• Penalty for Late Filing: $25 late fee; failure to file for 2+ years can result in administrative dissolution

Step 7: Comply with Local Requirements

After forming your LLC with the state, you may need to register locally and obtain licenses:

• County/City Registration: Some counties and municipalities require business registration
• Business Licenses: Obtain any required local business licenses or permits
• Zoning Approval: Ensure your business location complies with local zoning ordinances
• Trade Name (DBA): If using a name different from your LLC legal name, register a "Doing Business As" (DBA) name
• Sales Tax Permit: Register for Wisconsin sales tax if selling taxable goods (Wisconsin Department of Revenue)
• Employer Registrations: If hiring employees, register for unemployment insurance and workers' compensation

Wisconsin LLC Taxation

Understanding Wisconsin's tax structure helps you plan for ongoing compliance costs:

Federal Income Tax

• Default Classification: Single-member LLCs are "disregarded entities"; multi-member LLCs are partnerships
• Pass-Through Taxation: LLC profits/losses pass through to members' personal tax returns (no entity-level federal tax)
• Self-Employment Tax: Active members pay self-employment tax (15.3%) on their share of profits
• Optional S-Corp Election: Can elect S-corporation tax treatment for potential self-employment tax savings
• C-Corp Election: Can elect C-corporation treatment (subject to double taxation - rare for small LLCs)

Wisconsin State Income Tax

Wisconsin Income Tax Brackets (2026)

No Franchise Tax

Wisconsin does NOT impose a franchise tax, privilege tax, or minimum tax on LLCs. This is a significant cost advantage compared to states like California ($800 minimum) or Delaware ($300 minimum).

Sales and Use Tax

• State Rate: 5%
• County/Municipal Tax: Up to 0.6% additional (varies by location)
• Combined Rate: 5% - 5.6% depending on location
• Registration: Required if selling taxable goods or services in Wisconsin
• Filing: Monthly, quarterly, or annually depending on sales volume
• Contact: Wisconsin Department of Revenue

Ongoing Compliance Requirements

After forming your Wisconsin LLC, maintain compliance with these requirements:

Annual Report

• Due Date: By end of quarter containing anniversary month
• Fee: $25
• Late Penalty: $25
• Filing: Online via DFI Business Services

Federal & State Tax Returns

• Federal: Form 1065 (multi-member), Schedule C (single-member), or corporate return if elected
• Wisconsin: Form 3 (partnership), Form 5S (S-corp), or Form 4 (C-corp)
• Estimated Taxes: Quarterly estimated tax payments if LLC owes significant tax

Employment Taxes (If You Have Employees)

• Federal: Quarterly Form 941 (payroll taxes), annual Form 940 (unemployment)
• Wisconsin: Withholding tax, unemployment insurance, workers' compensation
• Frequency: Typically quarterly or monthly depending on payroll size

Registered Agent

• Maintain Agent: Must have registered agent at all times
• Update Changes: File Statement of Change of Registered Agent if agent or office changes ($10 fee)
• Agent Resignation: If agent resigns, must appoint new agent promptly

Amendments & Changes

File amendments with DFI when making changes to your LLC:

Dissolving a Wisconsin LLC

To formally close your Wisconsin LLC and avoid future fees:

Step 1: Member Vote

• Follow dissolution procedures in operating agreement (typically requires majority or unanimous vote)
• Document decision in written resolution

Step 2: Wind Up Business Affairs

• Notify creditors, customers, and business partners
• Pay all outstanding debts and obligations
• Liquidate assets
• Distribute remaining assets to members according to operating agreement
• Cancel business licenses and permits
• Close EIN with IRS

Step 3: File Articles of Dissolution

• Form: Articles of Dissolution (Form 509)
• Fee: $20 online / $40 mail
• Filing: Online via DFI Business Services or mail
• Required Information: LLC name, statement that all debts paid, dissolution effective date

Step 4: File Final Tax Returns

• File final federal and Wisconsin tax returns marked "FINAL"
• Pay any remaining tax liabilities
• Distribute final K-1s to members (multi-member LLCs)

Step 5: Final Annual Report

• If dissolution occurs before annual report deadline, file annual report for current year
• No annual report required after dissolution is effective

Professional LLCs

Wisconsin allows certain licensed professionals to form LLCs to provide professional services (Wis. Stat. § 183.0106):

Eligible Professions

• Attorneys
• Physicians, surgeons, and other medical professionals
• Dentists
• Optometrists
• Chiropractors
• Podiatrists
• Certified public accountants
• Architects
• Engineers
• Land surveyors
• Psychologists
• Veterinarians
• Other licensed professionals

Special Professional LLC Requirements

• Licensed Members: At least one member must be licensed in the profession
• Name: Can use standard LLC designation (no special "PLLC" required in Wisconsin)
• Purpose: Can be limited to providing professional services or include other lawful purposes
• Professional Liability: LLC does not shield members from liability for their own professional malpractice
• Formation Process: Same as standard LLC (no special forms required)

Common Mistakes to Avoid

• Missing Annual Report Deadline: Filing after deadline triggers $25 late fee; 2+ years of non-filing can result in dissolution
• Using P.O. Box for Registered Office: Registered office must be physical street address
• No Operating Agreement: Relying on default statutory rules may not align with your business goals
• Commingling Funds: Mixing personal and business finances can pierce LLC liability protection
• Not Understanding Quarterly Due Dates: Confusion about when annual report is due based on formation month
• Paying for Free EIN: Many services charge $50-$300 for free IRS EIN application
• Ignoring Local Requirements: Forgetting to register with county/city or obtain local licenses
• Incorrect Tax Elections: Failing to file proper IRS forms (8832, 2553) if electing corporate tax treatment

Frequently Asked Questions

How much does it cost to form an LLC in Wisconsin?

The Wisconsin LLC filing fee is $130 (online) or $170 (mail). The annual report fee is only $25 - one of the lowest in the nation. Total first-year costs are approximately $155-$195 plus any registered agent fees. Wisconsin has no franchise tax or minimum tax for LLCs.

How long does it take to form an LLC in Wisconsin?

Online filings through Wisconsin DFI are typically approved within 1-3 business days. Mail filings take 2-3 weeks. Expedited same-day processing is available for an additional $25 fee (must be submitted by 3pm).

When is the Wisconsin LLC annual report due?

Wisconsin annual reports are due by the end of the calendar quarter in which your LLC's anniversary month falls. For example, if you formed your LLC in March, your annual report is due by March 31 each year. The filing fee is only $25, making Wisconsin one of the most affordable states for LLC maintenance.

Does Wisconsin require an operating agreement for LLCs?

Wisconsin does not legally require an operating agreement, but Wisconsin Statutes § 183.0105 provides default rules that apply if you don't have one. Creating an operating agreement is highly recommended to customize governance, ownership structure, and management procedures.

What are Wisconsin LLC name requirements?

Wisconsin LLC names must include "Limited Liability Company," "LLC," or "L.L.C.," be distinguishable from existing business names on file with DFI, and not contain restricted words ("bank," "trust," "insurance," "cooperative") without approval. Check availability using the Wisconsin DFI business name search.

What taxes does a Wisconsin LLC pay?

Wisconsin LLCs pay federal income tax (pass-through to members), Wisconsin individual income tax (progressive rates 3.54%-7.65% on members' share of profits), and the $25 annual report fee. No franchise tax or entity-level tax for LLCs. Sales tax is 5% statewide plus local option taxes.

Can I be my own registered agent in Wisconsin?

Yes, any Wisconsin resident or business entity with a physical Wisconsin address can serve as registered agent. However, the agent must be available during normal business hours to accept service of process. Many LLCs use professional registered agent services ($100-$300/year) for privacy and reliability.