How to Amend Wisconsin Articles of Organization | The Ultimate Guide

Amend Wisconsin Articles of Organization

Amend Articles of Organization in Wisconsin: If you own an LLC in Wisconsin, you may need to amend your Articles of Organization at some point. The Articles of Organization in Wisconsin is a legal document that provides the necessary information about your business, such as its name, Registered Agent, and other essential details. Over time, you may need to change these details as your business evolves. This article will guide you through the process of Amending your Wisconsin Articles of Organization step by step.

Webinarcare Editorial Team will help you understand the process of how to amend Articles of Organization in Wisconsin. You must be guided by all the factors gathered in this article.

What is Articles of Organization in Wisconsin?

The Articles of Organization in Wisconsin is a pivotal legal document necessary to create a new business entity, often a Limited Liability Company (LLC). This document operates as official proof that a business has been formally registered with the state government, allowing it to conduct its operations legally within the state boundaries. The exact contents of the Articles of Organization can vary but generally include the following:

  • Name of your Wisconsin LLC
  • The principal address of the LLC
  • Name and address of the Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

Submitting a completed Articles of Organization to the Secretary of State’s office in Wisconsin is a significant step in a business setup. It’s the final piece in the puzzle that, when accepted by the state, designates the business as a legal entity. It establishes the business’s identity in the eyes of the law, affording it the legal rights to operate, enter into contracts, and even open business-specific bank accounts. Without the Articles of Organization, businesses in Wisconsin would not have the legal recognition necessary to perform their regular operations.

Reasons to Amend Your Articles of Organization

There are several reasons why you might need to amend your Articles of Organization, including:

  • Changing the Business Name: You may change your Wisconsin business name due to rebranding, merging with another company, or other reasons.
  • Changing the Registered Agent: If the person or entity is responsible for receiving legal and official documents on behalf of your business changes, you need to update the Registered Agent’s information.
  • Changing the Business Address: If your Wisconsin business moves to a new location, you’ll need to update the address on your Articles of Organization.
  • Adding or Removing Members or Managers: If there are changes in your company’s management or ownership, you may need to update your Articles of Organization.
  • Changing the Purpose of the Business: If your Wisconsin business changes its primary purpose or activities, you may need to amend the Articles of Organization to reflect this.
  • Changing the Business Structure: If you decide to change your business structure, such as from Wisconsin Corporation to a Limited Liability Company (LLC), you’ll need to amend your Articles of Organization accordingly. We reviewed some of the Best LLC Services in Wisconsin if you plan to amend your business structure to an LLC.

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Now that you know the reasons for amending your Articles of Organization, let’s discuss the process.

How to Amend Articles of Organization in Wisconsin

Amending your Articles of Organization involves several steps to ensure that your business remains compliant with state requirements and accurately reflects updated information. Here’s a step-by-step guide to help you navigate the process:

Step 1: Review Your Current Articles of Organization

Before making any changes, you must review your current Articles of Organization in Wisconsin to ensure you understand the existing information and provisions. This will help you determine the necessary amendments and avoid errors or inconsistencies.

You can obtain a copy of your Articles of Organization from the Wisconsin Secretary of State‘s website or by contacting their office directly.

Step 2: Determine What Amendments You Need to Make

Once you have reviewed your Articles of Organization, you must determine what changes you need to make. This will depend on your circumstances and the reasons for amending your Articles of Organization, as outlined above.

Step 3: Check for Any Requirements or Restrictions

Before making any amendments, you must also check for any requirements or restrictions that apply to your situation. For example, if you change your business name, you must ensure the new name is available and complies with the Wisconsin naming requirements. You can check the availability of your desired business name by searching the Wisconsin Department of Financial Institutions‘s website.

You should also familiarize yourself with the Wisconsin naming requirements, which typically include restrictions on certain words, phrases, or designations. In Wisconsin, if you do not wish to file your LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for 120 days. You must file a name reservation application in the Wisconsin Secretary of State to keep the name.

You can register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire for your business. A DBA allows a company to operate under the name of the person or entity who owns it. If you have decided to file for a DBA in Wisconsin, you can file it in two methods, by mail and in person.

However, before filing a DBA, you should know that you need to renew your DBA every ten years, which costs $15.

Step 4: Draft the Amended Articles of Organization

Next, you must draft the amended Articles of Organization, including the necessary changes and updates. You can find a template or form for amending your Articles of Organization on the Wisconsin Secretary of State’s website.

To amend the Articles of Organization, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.

When drafting the amended Articles of Organization, you must ensure that you comply with the Wisconsin requirements for amending this document. This may include specific language, formatting, or provisions that must be included.

Step 5: Obtain Approval

Sometimes, you may need approval from your company’s members, managers, or other stakeholders before you can amend your Articles of Organization. This will depend on your business structure and the provisions outlined in your Wisconsin company’s operating agreement or bylaws.

It’s essential to follow the appropriate procedures for obtaining approval, as failing to do so may result in your amended Articles of Organization being invalid or unenforceable.

Step 6: File the Amended Articles of Organization

Once you have drafted the amended Articles of Organization and obtained any necessary approvals, you must file the document with the Wisconsin Secretary of State’s office. This typically involves submitting the amended Articles of Organization and any required filing fees to the Secretary of State.

The filing fee for amending your Articles of Organization is $130; however, it varies depending on your specific situation and the nature of the amendments.

Step 7: Update Records and Notify Relevant Parties

After successfully filing the amended Articles of Organization, you must update your company records to reflect the changes. This may include updating your operating agreement, bylaws, and other internal documentation.

Additionally, you should notify any relevant parties of the changes, such as your Registered Agent, members, managers, or other stakeholders. This will ensure everyone knows the updated information and can take necessary actions.

If you are planning to change your Registered Agent, you can look up to the Best Wisconsin Registered Agent Services.

Cost of Filing the Amended Articles of Organization in Wisconsin

The cost of filing an Amended Articles of Organization varies across different states and could range from $20 to several hundred dollars depending on the specific changes and state fees. For example, in Wisconsin, the filing fee for an amendment of Articles of Organization is $130.

Note that if you use a lawyer or a professional service to assist with your amendment filing, you must also account for their fees. Other potential costs might include the need for expedited service or additional certified copies of the amended certificate.

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Penalty For Not Filing the Amended Articles of Organization

While the specific penalties for not amending Articles of Organization in Wisconsin may vary depending on the situation and the nature of the changes, failing to update your company’s information with the state can lead to potential consequences.

Some possible penalties or consequences for not amending Articles of Organization in Wisconsin may include:

  • Administrative Dissolution: If your company fails to maintain accurate and up-to-date information with the state, it may risk administrative dissolution. This means the state may dissolve your company, causing it to lose its legal status and protections.
  • Fines or Penalties: Depending on the specific circumstances, your company may be subject to fines or penalties for not complying with state requirements to keep your Articles of Organization up to date.
  • Loss of Good Standing: Please amend your Articles of Organization when necessary to ensure your company retains its good standing with the state. This may impact your ability to conduct business, obtain financing, or enter into contracts.
  • Legal Disputes or Liability: If your company’s information needs to be updated and accurate, it may lead to legal disputes, confusion, or potential liability for the members, managers, or other stakeholders.

How Long Does It Take to Amend Articles of Organization?

The processing time for amending Articles of Organization in Wisconsin can vary depending on several factors, such as the state’s current workload, the method of submission, and whether any issues arise during the review process.

Typically, the processing time for amending Articles of Organization can range from a few days to several weeks. If you submit your documents electronically or online, the processing time may be faster than submitting them by mail. Remember that during peak filing periods, the processing times may be longer.

Do Members Need to Sign the Amended Articles of Organization?

The requirements for signing an amendment to Articles of Organization in Wisconsin may vary depending on the specific business structure and the provisions outlined in the company’s operating agreement or bylaws.

For a limited liability company (LLC), typically, the amendment does not need to be signed by all members. Usually, it is signed by one or more authorized representatives, such as a member, manager, or officer of the company, as designated in the operating agreement or bylaws.

However, it is essential to review your company’s operating agreement or bylaws to determine the requirements for amending the Articles of Organization, which may include obtaining a certain percentage of members’ approval or signatures. Always ensure that you follow the appropriate procedures for obtaining approval and signatures, as failing to do so may result in your amended Articles of Organization being invalid or unenforceable.

FAQs

What are Wisconsin Articles of Organization?
Wisconsin Articles of Organization is a document that establishes a Limited Liability Company (LLC) in Wisconsin.
Do I need to amend my Articles of Organization if there are changes in my LLC?
Yes, you need to amend your Wisconsin Articles of Organization to reflect any changes in your LLC, such as change of name, registered agent, or members.
How can I amend my Wisconsin Articles of Organization?
To amend your Wisconsin Articles of Organization, you need to file Articles of Amendment with the Wisconsin Department of Financial Institutions (DFI).
Can I file Articles of Amendment online in Wisconsin?
Yes, you can file Articles of Amendment online through the Wisconsin DFI’s website.
What is the filing fee for the Wisconsin Articles of Amendment?
The filing fee for the Wisconsin Articles of Amendment is $50 as of 2021.
Which information do I need to provide in the Wisconsin Articles of Amendment?
You need to provide the name of your LLC, the date your Articles of Organization were filed, the amendment you are making, and the effective date of the amendment.
How long does it take to process the Wisconsin Articles of Amendment?
Processing times for the Wisconsin Articles of Amendment can vary, but typically take a few days.
Can I expedite the processing of my Wisconsin Articles of Amendment?
Yes, you can choose to expedite the processing of your Wisconsin Articles of Amendment by paying an additional fee.
What is the mailing address to file Wisconsin Articles of Amendment?
The mailing address to file Wisconsin Articles of Amendment is Department of Financial Institutions, P.O. Box 7876, Madison, WI 53707-7876.
What happens after filing the Wisconsin Articles of Amendment?
After filing the Wisconsin Articles of Amendment, the DFI will update your LLC’s records on its public database.
Can I cancel or revoke my Wisconsin Articles of Amendment?
Yes, you can cancel or revoke your Wisconsin Articles of Amendment if you file another amendment identifying the change and specifying that the having the decision previously amended is no longer accepted.
How can I get a copy of my Wisconsin Articles of Amendment?
You can get a copy of your Wisconsin Articles of Amendment by filing a request with the DFI or printing it on your account in the DFI’s web portal.
What is the difference between an amendment and a restatement of Wisconsin Articles of Organization?
An amendment changes one or more provisions of the Wisconsin Articles of Organization while a restatement replaces the entire original document with a new one.
Do I need to file a Wisconsin Articles of Restatement?
Yes, a Wisconsin Articles of Restatement is required if you are rewriting the entire document in the hope of changing any changes made to the original document.
What happens to the original Wisconsin Articles of Organization after filing an amendment or restatement?
You should annex the articles with any amendments that has been taken.
Can I change the business purpose of my Wisconsin LLC in an amendment?
Yes, your Wisconsin Articles of Amendment can change the business purpose, provided that you put officially agree to the reason why amongst the members.
How do I know if my amendment was accepted in Wisconsin?
You will receive confirmation of your Wisconsin Articles of Amendment’s filing will be received once your work is manufactured and approved.
Can I file multiple amendments in one submission in Wisconsin?
No, all separate revisions must be submitted to an Articles of Amendment form for each individual amendment.
What is the deadline to file an amendment for my Wisconsin LLC?
You should file the amendment with the Wisconsin DFI within a period of no more than 60 days at the realization of an employment, an office vacancy or inactivity. Though to be on the safer side it’s always encouraged to follow up fast.
Can I change the name of my Wisconsin LLC in an amendment?
Yes, the Wisconsin LLC’s name can be changed in an amendment of an LLC.
Is there a requirement for members’ signatures on the Wisconsin Articles of Amendment?
There is yet there isn’t a need for signatures from anyone to file Wisconsin Articles of Amendment like some other states because for example in state California a document cover sheet is to have a form and other documents are to be added. Calling the authority concerning the enterprise rules is expected for confirmation purposes.
Can I add new members to my Wisconsin LLC through an amendment?
Yes, with Wisconsin Articles of Amendment as businesses proceed with any partnership dissolution agreement thus adding new members can initiate the partnership dissolution agreement.
What do I do if there is a typographical error in my Wisconsin Articles of Amendment?
You must advise or report the DFI as forthcoming contradictions are challenged.
Will I receive a copy of my Wisconsin Articles of Amendment after it is filed?
You’ll receive a duplicate of your Wisconsin Articles of Amendment by mail which may take about a week in Georgia at the address you provided in the form.
What is the contact information for the Wisconsin Department of Financial Institutions?
Department of Financial Institutions P.O. Box 7876 Madison, Wisconsin 53707-7876 Phone
Can I amend my Governing Authority and Management District in Wisconsin?
The governing issues like choice of machinery, policies for expansion, running the day-to-day operations and appointment of administrative and executive exist–while new legal constructs related frequently to marijuana law in the last while could have effects on the businesses as a novel amendment granting responsibility should help with suitable returns.
What is the time it takes to dissolve my Wisconsin LLC through articles of dissolution?
It usually takes around 2 to 4 business days if we emphasise that the institutions sometimes experience a backlog.
What happens after I file Articles of Dissolution with Wisconsin DFI?
Upon being content that appropriate documentation reports have been presented the Wisconsin Articles of Dissolution should be filed without service by either (i) putting in first-class U.S. mail to an agent/liabilities of the corporation or partnership in business, governmental or general interests.
What is the Business Entity Report wise?
A Wisconsin LLC must file an equivalent of a Statement of Information to own your wellbeing checked after effects thought concerning partners for your Wisconsin Articles of Dissolution, demanding every result to possess additional personal data on file.
Will I discuss with an attorney to file Articles of Amendment in Wisconsin for my LLC?
Though advised, it ain\’t necessary to consult or receive approval from an attorney for filing Wisconsin Articles of Amendment for an LLC so long reference involving business encounters rules in connection with the business is obtainable.

Also Read

Should You Amend Wisconsin Certificate of Formation or Not?

There are several reasons why a business owner may want to consider amending their Certificate of Formation. One common reason is if the business decides to change its name. This could be due to a rebranding effort or simply because the current name no longer aligns with the business’s goals. In either case, it is important to update the Certificate of Formation to reflect the new name in order to ensure that the business is operating legally and is easily identifiable to customers and stakeholders.

Another reason why a business may need to amend its Certificate of Formation is if there are changes to the structure of the business. This could include changes in ownership, directors, or officers. It is important to update the Certificate of Formation to reflect these changes in order to ensure that the business is in compliance with state regulations and that all stakeholders are aware of the current structure of the business.

Additionally, businesses may need to amend their Certificate of Formation in order to expand their operations or engage in new activities that were not originally included in the document. For example, if a business that was originally formed to sell clothing decides to expand into accessories, it would need to amend its Certificate of Formation to reflect this change in business activities.

On the other hand, there are also reasons why a business may choose not to amend its Certificate of Formation. One reason is if the changes are minimal and do not impact the overall operations of the business. For example, if a business wants to update its address but all other information remains the same, it may not be necessary to file an amendment. In this case, it may be more cost-effective and efficient to simply update the information on file with the state.

Another reason why a business may choose not to amend its Certificate of Formation is if the changes are temporary or experimental in nature. For example, if a business wants to test out a new product line for a limited time, it may not make sense to formally update the Certificate of Formation for what could be a short-term initiative.

In conclusion, whether or not to amend a Wisconsin Certificate of Formation is a decision that should be made thoughtfully and strategically. Considering factors such as the extent of the changes, the impact on the business, and the cost and time involved in amending the document are all important considerations. Ultimately, it is crucial for businesses in Wisconsin to ensure that their Certificate of Formation accurately reflects the current state of their operations in order to operate legally and effectively.

Conclusion

Amending your Articles of Organization is essential in keeping your business information current and accurate. By following the steps outlined in this article, you can ensure that you amend your Articles of Organization correctly and in compliance with the Wisconsin requirements.

Remember, it’s crucial to stay informed about any changes to the Wisconsin business laws and regulations, as these may impact your Articles of Organization or other aspects of your business. Regularly reviewing and updating your business documentation will help keep your company in good standing and avoid potential legal issues.

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