Articles of Organization LLC Wisconsin

What Are Wisconsin Articles of Organization?

The Articles of Organization in Wisconsin, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Wisconsin Statutes, specifically Chapter 183 of the Wisconsin Statutes.

Are Wisconsin Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Wisconsin. According to Section 183.0201 of the Wisconsin Statutes, an LLC is legally recognized only after the Articles of Organization have been filed with the Wisconsin Department of Financial Institutions. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.

Information Required in Wisconsin Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Section 183.0103(1) of the Wisconsin Statutes. The name must be distinguishable from other business entities registered in Wisconsin. Certain words may be restricted or require additional approval, such as "bank" or "university." You can check name availability using the Wisconsin DFI Name Availability Search Tool.

Wisconsin Registered Agent and Registered Office

Every Wisconsin LLC must designate a registered agent and a registered office. The registered agent can be an individual resident of Wisconsin or a business entity authorized to do business in the state, as outlined in Section 183.0105 of the Wisconsin Statutes. The registered office must have a physical address in Wisconsin; P.O. Boxes are not acceptable. The registered agent must consent to their appointment.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per Section 183.0401 of the Wisconsin Statutes. The document should include the names and addresses of the initial members or managers, depending on the management structure chosen.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Wisconsin, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

Wisconsin allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated. Special considerations apply to professional services, and additional forms may be required for professional LLCs (PLLCs).

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified, which cannot be more than 90 days after the filing date, as per Section 183.0203 of the Wisconsin Statutes.

How to File Wisconsin Articles of Organization

Online

The Wisconsin Department of Financial Institutions offers an online filing system available 24/7. The system can be accessed through the DFI Online Filing Portal. The process involves creating an account, completing the required information, and paying the filing fee via credit card. Processing is typically immediate, and a convenience fee may apply.

Mail

To file by mail, send the completed Articles of Organization form to:

Wisconsin Department of Financial Institutions
Division of Corporate & Consumer Services
P.O. Box 93348
Milwaukee, WI 53293-0348

For courier or hand delivery, use the following address:

Wisconsin Department of Financial Institutions
Division of Corporate & Consumer Services
4822 Madison Yards Way, North Tower
Madison, WI 53705

Include one original and one copy of the form, along with a check payable to "Department of Financial Institutions." Processing time is generally 5-7 business days.

Wisconsin Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Wisconsin is $130 for online filings and $170 for mail filings. For the official fee schedule, visit the Wisconsin DFI Fee Schedule. Fees are non-refundable, and additional fees may apply for expedited processing.

What Happens After Filing Wisconsin Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally formed. The Wisconsin DFI will issue a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done through the IRS EIN Application page. Additionally, the LLC may need to register for state taxes with the Wisconsin Department of Revenue. An operating agreement is recommended, though not required by law. The LLC must also file an annual report with the DFI, as detailed on the Wisconsin DFI Annual Report page.

Common Mistakes When Filing Wisconsin Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Name Availability Search Tool to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the DFI Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a Wisconsin resident or authorized entity.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "university."
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer to avoid rejection.
7. Wrong Forms for Professional Services: Professional services may require additional forms. Check requirements for PLLCs.
8. Delayed Effective Date Errors: Specifying an invalid effective date can lead to issues. Ensure the date is within 90 days of filing.

Additional Resources

• Wisconsin Statutes (Complete Code)
• Wisconsin Department of Revenue
• Contact Information: Phone: (608) 261-7577

This article provides general information about Wisconsin LLC formation requirements under the Wisconsin Statutes. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.