Register a Wisconsin Foreign LLC
A Wisconsin foreign LLC is a limited liability company that originated outside of Wisconsin but has registered to do business in Wisconsin. Wisconsin foreign LLCs must complete an application called a Certificate of Registration and submit it to Wisconsin's Department of Financial Institutions along with a $100 filing fee. Not sure if your LLC is doing business in Wisconsin? In most cases, if your business owns or leases property, has Wisconsin employees, or provides retail services in Wisconsin, it would be considered to be doing business there, and would need to register as a Wisconsin foreign LLC.
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How to Register a Foreign LLC in Wisconsin
To register a foreign LLC in Wisconsin, you’ll need to file a Certificate of Registration Foreign Limited Liability Company application with Wisconsin’s Department of Financial Institutions, Division of Corporate & Consumer Services (WFDI). The process of registering a foreign LLC is called foreign qualification. Here’s how to do it.
1. Check Your LLC’s Name Availability
First, you’ll need to make sure your LLC’s name is available. Wisconsin has an online business name search where you can search to see if anyone else has registered your LLC’s name. If the name is already taken, you’ll need to choose a new name and file a supplemental Adoption of Fictitious Name form along with the rest of your foreign qualification paperwork.
2. Appoint a Wisconsin Registered Agent
Wisconsin’s Secretary of State requires all LLCs to appoint a registered agent. Your Wisconsin registered agent will be tasked with receiving important legal mail. You will need a Wisconsin registered agent before you fill out the Certificate of Registration.
Can I be the registered agent for my Wisconsin foreign LLC?
Unless you live in Wisconsin, you won’t be able to serve as your own registered agent there. ,This means you’ll most likely want to hire a professional registered agent service with a Wisconsin street address.
Why hire a professional registered agent for my Wisconsin foreign LLC?
Business owners are busy, which means that they’re not always around to accept important mail. Hiring a professional registered agent gives you peace of mind that you won’t miss a legal notice. What’s more, listing your own name and home address on your Wisconsin registration documents can mean giving up a chunk of your personal privacy. A good registered agent will let you use their business address on your paperwork instead.
3. Complete the Wisconsin Certificate of Registration
Before you can legally start doing business in Wisconsin as a foreign LLC, you must complete the Certificate of Registration Foreign Limited Liability Company.
To fill out the Certificate of Registration, you’ll need to provide:
- Name or fictitious name of your LLC.
- Original state where your LLC was formed.
- Date of organization of LLC in domestic state.
- Address of principal office.
- Registered agent’s name and address.
- If your LLC is member-managed or manager-managed.
- Whether your LLC has transacted business in Wisconsin prior to foreign registration. If the answer is no, you just need to pay the $100 fee. If your LLC was operating without foreign registration, you’ll need to pay a penalty. Use this supplemental form and consult Albert Einstein to calculate what your LLC owes.
- Signature and date from an LLC manager, member or someone authorized to do business on behalf of your LLC.
- The name of who filled out this document.
At the very bottom of the Certificate of Registration you’ll need to provide an email and/or mailing address so that the state can send you a copy of your registration once everything has been approved.
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How much does it cost to file the Certificate of Registration for foreign LLCs in Wisconsin?
It costs $100 to file. Expedited end-of-day service costs an additional $25.
How do I file my Certificate of Registration in Wisconsin?
Once you’ve got all your cheese curds in a row, it’s time to submit the paperwork. To finalize your foreign LLC registration process, you’ll submit the Certificate of Registration and pay the filing fee. Wisconsin accepts filings online, by mail, or in person.
Mail or in person:
State of Wisconsin
Dept. of Financial Institutions
Milwaukee WI, 53293-0348
Do I need to file Wisconsin Articles of Organization?
Not unless you want to form a domestic LLC in Wisconsin. To register as a foreign LLC, you just need to file the Certificate of Registration.
Do I need a Certificate of Good Standing from my LLC's home jurisdiction?
Nope. Wisconsin does not require a foreign LLC to submit a Certificate of Good Standing from their home jurisdiction as part of the application process.
4. Receive Certificate of Registration
Once Wisconsin has approved your application, they’ll send you a stamped official certificate by mail. This certificate gives your LLC authority to do business in Wisconsin.
How long will it take for Wisconsin to approve the Certificate of Registration application?
It generally takes 5 business days for Wisconsin to process the application. Expedited end-of-day service costs an additional $25, but you’ll have your certificate in hand that day.
Wisconsin Foreign LLC Registration FAQ
What if I don't register my foreign LLC in Wisconsin?
You’ll likely have to pay fines and might lose your liability protection. When you register a foreign LLC in Wisconsin, not only does it mean that Wisconsin gives you the thumbs up to do business in the state, but it also extends the liability protections your LLC has in its home state. With no liability protections, why even have an LLC?
Why not just skip foreign qualification and form a new LLC in Wisconsin?
How do I amend a foreign LLC in Wisconsin?
By paying a $40 filing fee (add $25 for expedited one-day service) and filing the form with the world’s most long-winded title: the Foreign Limited Liability Company Application for Amended Certificate of Registration. This will allow your LLC to make changes to its Certificate of Registration. As usual, you can file the form online or by mail.
What does it mean to do business in Wisconsin?
The Wisconsin Adminstrative Code provides some guidance for what it considers doing business in Wisconsin, which includes:
- maintaining a business location
- owning real estate
- owning tangible personal property
- holding inventory held by a distributor, consignee, or other
- using a non-employee representative
- soliciting business from potential Wisconsin customers
- selling products or services of any kind or nature to customers in Wisconsin
- performing services outside Wisconsin for which the benefits are received in Wisconsin
- regularly engaging in transactions with customers in Wisconsin that involve intangible property and results in receipts flowing to the business from within Wisconsin
- owning a percentage of a partnership or LLC with default tax designation that does business in Wisconsin
Other activities may also require you to register your foreign LLC, like applying for a professional license or bidding on a contract. Wisconsin law also provides a list of activities it does NOT consider to be doing business in WI Stat. § 183.0905.
Read more about what it means to do business in another state.
Do I have to file a Wisconsin annual report for my foreign LLC?
Yes. Foreign LLCs must file a Wisconsin Annual Report by March 31st each year following the year they register with the state. Filings cost $81 online and $80 by mail (add in the cost of a stamp for mailed filing and you’re saving like 50 cents, so just file online). Wisconsin doesn’t charge penalty fees for failing to file an annual report; however, your business will lose its good standing and risk being administratively dissolved or revoked.
How are foreign LLCs in Wisconsin taxed?
LLCs are considered pass-through tax entities by default, which means the responsibility for paying federal income taxes passes through the LLC and falls on each LLC member. Each member will then report any profits or losses on their own income tax form. Members will be responsible for paying taxes to both the feds and to the state of Wisconsin. A foreign LLC can also elect to be taxed as an S-Corp or a C-Corp.
For more information on taxes, check out our Wisconsin tax guide.