Wisconsin law mandates all domestic and foreign corporations, limited liability companies, and limited partnerships to designate and maintain registered agents in the state. The Wisconsin Department of Financial Institutions (WDFI) only accepts applications from businesses that have appointed registered agents. A registered agent can be a Wisconsin resident or a domestic or foreign entity authorized to conduct business in the state.
Is a Registered Agent Required in Wisconsin?
Wisconsin law requires all domestic and foreign businesses operating in the state to designate and maintain a registered office and registered agent (Wisconsin Statutes § 180.0501, 183.0115, and 179.0117). The major role of the registered agent is to accept official mail (like annual report forms and tax forms) and service of process on behalf of the business.
What is a Registered Agent in Wisconsin?
A registered agent is an individual or existing entity designated to receive official communications like service of process, annual report forms, and tax forms on behalf of a business. This registered agent can be an employee or officer of the entity or a third party like an attorney. Businesses must keep their registered agent and registered office information up-to-date to avoid penalties. Companies tend to face significant consequences when they fail to act on important papers sent to their registered agent.
What Does a Registered Agent Do in Wisconsin?
The basic functions of a registered agent for a new business in Wisconsin are as follows:
- To forward to the business at its current address any process, notice, or demand served on or received by the agent on behalf of the business.
- To notify the business at its current address about its desire to resign before filing the necessary paperwork.
- To ensure all information provided in the company’s certification of formation is current.
LLC Registered Agent in Wisconsin
All LLCs in Wisconsin maintain registered agents in compliance with the Uniform Limited Liability Company Law. Per 183.0102(19), a registered agent is an agent of a domestic or foreign limited liability company or that is authorized to receive service of any process, demand, or notice served on the company. The registered agent for LLC can be any of the following:
- A person who resides in Wisconsin and whose business office is similar to the registered office;
- A domestic limited liability company, corporation, nonstock corporation, limited liability partnership, or limited partnership whose business office is similar to the registered office; i.e. a company offering registered agent services
- A registered foreign limited liability company, corporation, limited partnership, nonstock corporation, or registered limited liability partnership whose business office is similar to the registered office
The primary duty of a registered agent is to forward to the LLC any process, notice, or demand served on them. Per Wisconsin Statutes § 183.0119(2), LLCs with no registered agent or whose registered agents are unavailable to be served can be served by registered or certified mail, return receipt requested, or similar commercial delivery service. If a process, notice, or demand cannot be served on an LLC through a registered agent or commercial delivery service, a copy of the service may be handed over to the person in charge of the company as long as the individual served is not a plaintiff in the action. The LLC may be served by publishing a class 3 notice in the community where the LLC’s principal or registered office is located if the address of the LLC’s principal office is unknown.
Do I Need a Registered Agent for My LLC in Wisconsin?
Yes. Per Wisconsin Statutes § 183.0115(1), all domestic and foreign LLCs conducting business in the state must designate and maintain a registered agent in the state. A registered agent is a necessary requirement for registering an LLC with the Wisconsin Department of Financial Institutions (WDFI).
Registered Agent of a Corporation
All domestic and foreign corporations conducting business in the state are required to designate and maintain a registered agent in compliance with the Wisconsin business corporation law. Per Wisconsin Statutes § 180.0103(13m), a registered agent is an agent of a domestic or foreign corporation authorized to receive service of any notice, process, or demand served on the company. A corporation’s registered agent must have an email address and a place of business or activity in Wisconsin (Wisconsin Statutes § 180.0501(2m)). A corporation’s registered agent can be any of the following:
- A resident of Wisconsin whose business office is the same as the registered office;
- A domestic corporation, nonprofit or nonstock corporation, limited liability partnership, limited liability company, or limited partnership whose business office is the same as the registered office;
- A registered foreign corporation, limited partnership, nonprofit or nonstock corporation, registered limited liability partnership, or limited liability company whose business office is the same as the registered office.
Who Can Be a Registered Agent in Wisconsin?
Generally, an individual resident in Wisconsin or a domestic or registered foreign entity can be a registered agent in the state. The individual or entity must maintain a registered office. The registered office must be located in Wisconsin and must be the registered agent’s business office. The registered office must be a physical location with a street address, not a mailbox service, a P.O. Box, or a telephone answering service.
- Legal Requirements of a Registered Agent in Wisconsin
Businesses in Wisconsin must obtain the consent of registered agents before naming on formation documents. Registered agents must notify the entity of any changes to their name, email address, or registered office address. The agent must be available at the registered office or physical address during normal business hours to receive official communications like service of process, annual report forms, and tax forms on the company’s behalf.
How to Choose a Registered Agent in Wisconsin
A registered agent is a person or entity responsible for receiving service of process (SOP) on behalf of a company. It is advisable for business owners in Wisconsin to choose their registered agents carefully and hold them to a high standard of trust and care because they are given so much authority. Below are some best practices for choosing a registered agent in Wisconsin:
- Look for a focus on service: Employees are already saddled with a tremendous range of responsibilities that they might be unable to keep up with being a company’s registered agent. Therefore, hiring a registered agent with a dedicated team of experienced professionals focused on serving business needs is best. Opt for an agent who can receive and deliver SOP documents as soon as possible to avoid disruptions or delivery issues.
- Choose top technology: Choose an agent with a high level of service and robust technology that can keep the company current on SOP matters. The agent should be able to manage a large volume of SOP and compliance information and provide same-day scanning and electronic delivery of SOP.
- Protect the company’s data: Security is essential when hiring a registered agent to handle a company’s legal documents. Therefore, business owners must ask comprehensive questions to ensure that the prospective registered agent offers a robust security model and that any vendors they partner with maintain equally strict security measures.
- Research the true cost of each registered agent: Ensure the prospective registered agent does not charge additional fees asides from the agreed cost of the service they provide for the company. Some registered agents may include jurisdiction access fees or communication or electronic delivery fees to their charges without telling their clients about these substantial fees upfront.
In summary, it is good to do due diligence before settling for a registered agent to handle the company’s legal communications. Focus on the agent’s expertise, experience, and technology.
How Much Does a Registered Agent Service Cost in Wisconsin
Although it costs not if a company is its own registered agent but many businesses in Wisconsin prefer to hire a registered agent service. Registered agents charge between $50 and $200 per year. This price varies based on function and expertise.
Can I be My Own Registered Agent in Wisconsin
Business owners considering to be their own registered agents must keep in mind that this added responsibility could have an impact on their privacy and flexibility in day-to-day business management. Below are some advantages of being one’s own registered agent:
- Confidential paperwork: Entities who are their own registered agent tend to receive all the important compliance documents sent to them. Such documents do not pass through third parties, so no one else will see any confidential paperwork for the business.
- It’s a simple process: Businesses that operate from a single location can easily be able to receive important documents. Therefore, it could seem pointless to hire someone else or an entity to manage documents on their behalf since no formal training is needed to serve as a registered agent.
- Saves money. The average cost for a registered agent in Wisconsin is between $50 and $200 per year. Although some business owners would consider this to be a small amount, others could believe that they can utilize the money more effectively elsewhere.
Here are the disadvantages of being one’s own registered agent:
- Must be available every day: Being a registered agent requires being available at the registered office during business hours so as not to miss a legal service. Most business owners prefer not to be their own registered agents because they might not be available every business day of the year.
- Must report address changes: If the company changes address, the business owner must file additional paperwork notifying the Wisconsin Department of Financial Institutions (WDFI) of this change and pay any applicable fees. This would not be the case if the company hired a registered agent on their behalf.
- No privacy: Registered agent information is public record in Wisconsin. Most times, the name and address of the business will be available to the public. The address of the registered agent cannot be the same as the business office. Except the business owner has another business location, their home might be the address on the WDFI file as the registered agent.
How to Change a Registered Agent in Wisconsin
The process for changing a registered agent in Wisconsin is pretty straightforward. Businesses can change their registered agents by appropriately noting the change on their annual reports. Alternatively, they can file a Statement of Change Form with the Wisconsin Department of Financial Institutions (WDFI). This form can be submitted online or by mail. The statutory filing fee for changing registered agents in Wisconsin is $10. However, business corporations governed under Chapter 180 of the Wisconsin Statutes are exempted from this fee. Individuals who want expedited service can check the expedited service box in the upper-right corner of the first page of the Statement of Change Form and include an extra $25. Mail applicants can send the form alongside the filing fee to:
Wisconsin Department of Financial Institutions
Milwaukee, WI 53293-0348
Requesters sending the form and fees by express or priority U.S. mail should address the package to:
Wisconsin Department of Financial Institutions
Division of Corporate and Consumer Services
4822 Madison Yards Way
4th Fl., North Tower
Madison, WI 53705
What Happens If You Don’t Have a Registered Agent in Wisconsin?
Businesses that fail to maintain a registered agent in Wisconsin for at least one year will be administratively dissolved by the Department of Financial Institutions (Wisconsin Statutes § 181.1420(3), 179.0811(1)(c), 183.0708(1)(c)). The Department does not approve formation applications of businesses that do not appoint a registered agent in their paperwork. Therefore, such businesses would not be able to operate in Wisconsin legally. Businesses that do not have registered agents can miss out on important legal like notifications from the Internal Revenue Service (IRS) or Wisconsin Department of Revenue (DOR).
How to Become a Registered Agent in Wisconsin
An individual or entity becomes a registered agent in Wisconsin when a business provides thier name and address on the formation documents filed with the Department of Financial Institutions. A registered agent who wants to resign as an agent for a business must file a Resignation of Registered Agent Form with the Department. The filing fee is $10, and an optional $25 can be paid for expedited services. The registration would be effective 60 days after submission of the form or the date when a successor registered agent is appointed.
Wisconsin Registered Agent Search
Interested persons can conduct a registered agent search online or in person at the appropriate record agency. Online requesters can use the Wisconsin One Stop Business Portal or Business Entity Search tool maintained by the State Department of Financial Institutions (WDFI). The search criteria are by the business name or ID. The requester should be able to retrieve the name and address of the registered agent working for the searched company.
Is Registered Agent Information Public Record in Wisconsin?
Yes, registered agent records are public according to the Wisconsin Open Records Law. Therefore, anyone can request to view or obtain copies of registered agent information in the state. Registered agent records can be retrieved online or in person at the record custodian’s office. Online requests can be made via the Wisconsin One Stop Business Portal or the State Department of Financial Institutions’ Business Entity Search tool. Certain registered agent information is expected from public records. Examples of confidential registered agent records are telephone numbers, credit card information, and social security numbers.