How to Start a Foreign LLC Registration in Wisconsin | Expanding Horizons


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Start a Foreign LLC in Wisconsin

If you are planning to start an LLC, operating across other state borders can be lucrative. However, it is crucial to understand the legal requirements and processes involved in expanding your business to another state. 

In this article, Webinarcare Editorial Team will provide a comprehensive guide on starting a foreign LLC registration in Wisconsin, detailing the steps, eligibility requirements, and essential considerations for companies looking to operate in the Wisconsin jurisdiction. You must be guided by all the factors gathered in this article.

What is a Foreign LLC?

A foreign LLC is an LLC that was initially formed in one state but sought to conduct business in another state. It is essential to note that a foreign LLC is not an LLC formed outside the United States; it refers to one formed in a different state.

To operate legally in Wisconsin, a foreign LLC must register with the Wisconsin Secretary of State and adhere to the necessary regulations and requirements. This often involves filing paperwork, paying fees, and designating a Registered Agent to receive legal documents on behalf of the company.

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Before you start a foreign LLC registration, it is advised that you consult with a legal expert. They will be aware of what’s best for you and your business. You can always start an LLC in Wisconsin, if you wish to protect your personal assets from business debts.

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How to Start a Foreign LLC Registration in Wisconsin

Once you have confirmed that your LLC meets the eligibility requirements, follow these steps to register your foreign LLC in Wisconsin:

Step 1: Obtain Certificate of Status From The Original Articles of Organization

A Certificate of Status is a document issued by the Wisconsin Secretary of State or a similar government agency in each state. It verifies that a business entity, such as a corporation or limited liability company (LLC), is legally registered and authorized to conduct business within the state. The certificate also confirms that the business complies with state regulations and is up-to-date with its tax and reporting obligations.

To obtain a Certificate of Status, you typically need to request it from the Wisconsin Secretary of State. Visit their website to request a Certificate of Status. 

Step 2: Appoint a Registered Agent

A Registered Agent is a person or company that serves as your LLC’s official point of contact with the Wisconsin government. This individual or entity is responsible for receiving legal documents, tax notices, and other official communications on behalf of your LLC. The Registered Agent must have a physical address in Wisconsin and be available during regular business hours.

In Wisconsin, your Registered Agent must:

  • Be a resident of Wisconsin or a business entity authorized to do business there.
  • Have a physical address in Wisconsin (P.O. boxes are not acceptable)

It’s essential to choose a reliable and responsible Wisconsin Registered Agent, as failure to receive and respond to legal documents can have serious consequences for your business. 

You can serve as your own Registered Agent or appoint a friend or family member, or hire a Professional Wisconsin Registered Agent Services.

Step 3: Complete and File an Application for Registration

This application will require you to provide information about your LLC, such as its name, original Articles of Organization, principal office address, and Registered Agent information. Additionally, you will likely need to submit a copy of your Certificate of Status and pay a filing fee of $100.

Step 4: Comply with Wisconsin Tax and Reporting Requirements

After registering your foreign LLC, you may need to obtain a Tax Identification Number and register for applicable sales and use taxes. Furthermore, your LLC will likely be required to file Annual Reports with the Wisconsin Secretary of State. Also, your Registered Agent must provide updated information about your company’s operations and financial status. Be sure to maintain proper records and documentation to ensure compliance with these requirements.

Here are the different TIN:

  • Social Security number “SSN
  • Employer Identification Number “EIN
  • Individual Taxpayer Identification Number “ITIN
  • Taxpayer Identification Number for Pending U.S. Adoptions “ATIN
  • Preparer Taxpayer Identification Number “PTIN

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

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Additional Requirements and Considerations for Foreign LLCs in Wisconsin

In addition to the steps listed above, foreign LLCs operating in Wisconsin should also be aware of the following requirements and considerations:

Obtain Necessary Licenses and Permits

Depending on your business’s nature, you may need to secure state and local licenses and permits to operate legally in Wisconsin. The business license fee in Wisconsin ranges from $50 – $300, which can be paid in the Wisconsin Secretary of State.

Comply with Employment Laws and Regulations

If your LLC hires employees in Wisconsin, be prepared to adhere to employment laws and regulations, such as workers’ compensation insurance, unemployment insurance, and employee rights and protections.

Maintain a Physical Presence in Wisconsin

Depending on your business’s nature, you may need to establish a physical presence in Wisconsin, such as an office, storefront, or warehouse. Alternatively, consider utilizing virtual office services or coworking spaces to satisfy this requirement.

Eligibility Requirements for Registering a Foreign LLC in Wisconsin

Before initiating the registration process, ensure that your LLC meets the following eligibility requirements:

1. Your LLC must be validly existing and in good standing in its original Articles of Organization. 

Your LLC has complied with all the necessary regulations, tax requirements, and annual reporting in its home state.

2. Your LLC’s name must be unique and distinguishable from other registered business entities in Wisconsin. 

In Wisconsin, if you do not wish to file your Wisconsin LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for about 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 Wisconsin. 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.

You can check the availability of your desired business name by searching the Wisconsin Department of Financial Institutions‘s website or conducting a Business Name Search in Wisconsin

Recommended: Embark on your entrepreneurial journey confidently and affordably with LegalZoom’s DBA service, the beacon that guides businesses to credible branding and comprehensive compliance. Discover how effortless success can truly be!

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Why Register a Foreign LLC in Wisconsin?

By registering a foreign LLC in Wisconsin, you can legally operate your business, enforce contracts, and access the benefits of the market. This registration also ensures that your business complies with Wisconsin laws and regulations, protecting your company from potential legal and financial penalties for operating without proper authorization. Registering as a foreign LLC in Wisconsin offers various benefits:

  • Legal Compliance: Registering as a foreign LLC ensures your business complies with Wisconsin’s laws and regulations. Failure to register may result in penalties, fines, and the inability to enforce contracts in the state’s courts.
  • Protection of Limited Liability: Registering your LLC in Wisconsin helps maintain limited liability protection for the owners, shielding them from personal liability for the company’s debts and obligations.
  • Access to Local Markets: Registering as a foreign LLC allows your business to operate legally and access the markets within Wisconsin. This can help expand your customer base, form partnerships, and increase revenue.
  • Reputation and Credibility: Foreign registration demonstrates that your business is in good standing and compliant with local regulations. This can enhance your company’s reputation and credibility with customers, suppliers, and partners in Wisconsin.
  • Access to Local Resources: By registering as a foreign LLC in Wisconsin, your business can benefit from local resources, such as state-specific grants, loans, or tax incentives tailored for businesses operating within the state.
  • Legal Representation: Registering as a foreign LLC requires you to designate a Registered Agent within Wisconsin. The Registered Agent serves as a point of contact for receiving legal documents and notices, ensuring that your business knows any legal matters requiring attention.

Difference Between Foreign LLC and Domestic LLC

A local (domestic) LLC is formed and registered in the state where it primarily conducts its business. The process of setting up a domestic LLC involves filing Articles of Organization with the Wisconsin Secretary of State’s office in that state and adhering to the state-specific regulations and requirements for LLC formation.

On the other hand, a foreign LLC is an LLC originally formed in one state (its domestic state) but wants to conduct business in another state. To operate legally in the new state, the foreign LLC must register with the Wisconsin Secretary of State’s office by filing an Application for Registration or a similar document. This registration process ensures that the foreign LLC complies with the new state’s laws and regulations.

Consequences of Not Registering a Foreign LLC in Wisconsin

Failing to register your foreign LLC in Wisconsin can result in several negative consequences, including legal and financial penalties, the inability to enforce contracts in Wisconsin courts, and damage to your business’s reputation. By registering your foreign LLC and complying with Wisconsin regulations, you can avoid these pitfalls and focus on growing your business.

Can a Non-U.S Citizen Operate a Foreign LLC in Wisconsin?

A non-U.S. citizen can operate a foreign LLC in Wisconsin. The United States generally allows non-U.S. citizens and non-residents to own and operate LLCs, including foreign LLCs registered to do business in a specific state. 

However, certain requirements and restrictions may vary depending on the state or type of business. For example, some states may require a foreign LLC to have a Registered Agent who is a resident of that state or a business entity authorized to do business in Wisconsin, which can help manage legal and administrative tasks on behalf of the LLC.

A foreign LLC in the U.S. may have tax implications for non-U.S. citizens. It is advisable to consult with a tax professional or attorney to ensure compliance with U.S. and state tax laws.

FAQs

What is an LLC?
An LLC, or Limited Liability Company, is a type of business structure that combines the liability protection of a corporation with the management simplicity of a partnership.
Why start an LLC in Wisconsin?
Wisconsin has a pro-business climate, low tax rates, and affordable cost of living, which make it an attractive state for entrepreneurs and businesses.
How do I form an LLC in Wisconsin?
You must file articles of organization with the Wisconsin Department of Financial Institutions and pay a filing fee.
How much does it cost to form an LLC in Wisconsin?
The filing fee to form an LLC in Wisconsin is $130.
What documents are required to form an LLC in Wisconsin?
You only need to file the articles of organization form with the state to form an LLC in Wisconsin.
Can I form an LLC online in Wisconsin?
Yes, you can file your LLC formation documents online through the Wisconsin Department of Financial Institutions’ website.
How long does it take to form an LLC in Wisconsin?
The turnaround time is usually 5-7 business days for processing.
Is there an annual fee for Wisconsin LLCs?
Yes, Wisconsin charges a $25 fee for filing an annual report.
What is the annual report due date for Wisconsin LLCs?
Annual reports for Wisconsin LLCs are due by March 31st of each year.
Can an LLC be run by one person in Wisconsin?
Yes, a single-member LLC is allowed in Wisconsin.
What is a Registered Agent in Wisconsin?
A registered agent is a person or entity responsible for receiving legal documents on behalf of a company.
Do I need to have a Registered Agent in Wisconsin?
Yes, you must have a registered agent in Wisconsin who is located in-state and available during business hours.
Can I be my own Registered Agent in Wisconsin?
Yes, you can act as the registered agent for your own LLC in Wisconsin if you have a physical address in the state.
What are the benefits of hiring a professional Registered Agent in Wisconsin?
A professional registered agent can help ensure that your LLC remains in compliance with state law and provide a separate legal address for service of process.
What is a LLC Operating Agreement in Wisconsin?
A LLC Operating Agreement is a legal document that outlines the management structure, responsibilities and profit-sharing agreements of a LLC.
Is an LLC Operating Agreement required in Wisconsin?
No, Wisconsin does not require LLCs to have an operating agreement, but it is strongly recommended.
Who can serve as a member of an LLC in Wisconsin?
Only individuals or other businesses can serve as members of an LLC in Wisconsin.
How many members are required to form an LLC in Wisconsin?
A Wisconsin LLC can be formed with one member or group of members.
Can nonresidents start an LLC in Wisconsin?
Yes, nonresidents are allowed to start LLCs in Wisconsin.
What is the Wisconsin Sales Tax rate?
The Wisconsin sales tax rate is 5%.
Can a Wisconsin LLC dissolve voluntarily?
Yes, Wisconsin LLCs can be dissolved voluntarily by filing Articles of Dissolution with the state.
How much time does it take to dissolve a Wisconsin LLC?
The state requires a 90-day waiting period to be sure liabilities are cleared before a LLC is dissolved.
Can an LLC in Wisconsin be sued?
Yes, an LLC in Wisconsin can be sued and the legal action may be served on the Registered Agent of the LLC.
What is the role of the Department of Financial Institutions in forming Wisconsin LLCs?
The Department of Financial Institutions in Wisconsin is responsible for accepting, processing and maintaining records of all articles of organization filed with the department.
Do I need an operating agreement if I am the only member in a Wisconsin LLC?
While an operating agreement may not be legally required, it is highly recommended for the smooth operation of an LLC enterprise.
What are some advantages of having an LLC in Wisconsin?
The primary advantages of having an LLC in Wisconsin are liability protection and tax savings, as well as flexible management structure.
Are there any annual reports required for Wisconsin LLCs?
Yes, an annual report must be filed by all Wisconsin LLCs by March 31st each year, including single-member LLCs.
Can LLC members share profits unevenly in Wisconsin?
Yes, an LLC in Wisconsin can distribute its profits (or losses) among its members in any manner it sees best. It is advisable, however, to consider the tax implications of such unequal profit sharing.
Is the name availability check required when filing Articles of Organization in Wisconsin?
Yes, check their Site Wise online check tool to reserve a name or to see if any record already exists.
What is a foreign LLC in Wisconsin?
A foreign LLC in Wisconsin is a limited liability company that was formed under the laws of another state or country.
How do I register a foreign LLC in Wisconsin?
To register a foreign LLC in Wisconsin, you will need to file a Foreign Registration Statement with the Wisconsin Department of Financial Institutions.
What are the requirements for registering a foreign LLC in Wisconsin?
The requirements for registering a foreign LLC in Wisconsin include providing a Certificate of Good Standing from your home state and designating a registered agent in Wisconsin.
How much does it cost to register a foreign LLC in Wisconsin?
The cost to register a foreign LLC in Wisconsin is $100, plus an additional $25 fee for expedited processing.
What is a registered agent in Wisconsin?
A registered agent in Wisconsin is a person or entity designated by a LLC to receive legal and tax documents on its behalf.
Do I need to have a physical presence in Wisconsin to register a foreign LLC?
No, you do not need to have a physical presence in Wisconsin to register a foreign LLC. However, you do need to have a registered agent with a physical address in Wisconsin.
How long does it take to register a foreign LLC in Wisconsin?
The processing time for registering a foreign LLC in Wisconsin varies, but it can take up to 5 business days for standard mail and as little as 24 hours for expedited processing.
Do I need to file annual reports for my foreign LLC in Wisconsin?
Yes, foreign LLCs are required to file annual reports in Wisconsin to maintain their status. The report is due every year by the end of March.
How do I dissolve a foreign LLC in Wisconsin?
To dissolve a foreign LLC in Wisconsin, you will need to file a Certificate of Termination with the Wisconsin Department of Financial Institutions.
What is the tax rate for foreign LLCs in Wisconsin?
The tax rate for foreign LLCs in Wisconsin is based on the income earned while doing business in the state. Wisconsin’s corporate income tax rate is currently 7.9%.
Are foreign LLCs in Wisconsin subject to income tax?
Yes, foreign LLCs doing business in Wisconsin are generally subject to Wisconsin’s corporate income tax.
Does Wisconsin have a franchise tax for foreign LLCs?
No, Wisconsin does not have a franchise tax for foreign LLCs.
Can a foreign LLC in Wisconsin be taxed as an S corporation?
Yes, foreign LLCs operating in Wisconsin can elect to be taxed as S corporations for federal tax purposes.
Can a foreign LLC in Wisconsin be taxed as a partnership?
Yes, foreign LLCs operating in Wisconsin can choose to be taxed as a partnership for federal tax purposes.
Can a foreign LLC in Wisconsin be taxed as a C corporation?
Yes, foreign LLCs operating in Wisconsin can choose to be taxed as a C corporation for federal tax purposes.
How do I get a Wisconsin Tax ID number for my foreign LLC?
To get a Wisconsin Tax ID number for your foreign LLC, you must submit an application to the Wisconsin Department of Revenue.
Does Wisconsin have a sales tax?
Yes, Wisconsin has a state sales tax rate of 5%, plus any local sales taxes that may apply.
Do I need a Wisconsin sales tax permit for my foreign LLC?
If your foreign LLC makes sales in Wisconsin, you may need to obtain a Wisconsin sales tax permit to collect and remit sales tax.
What is the Business Tax Registration form for foreign LLCs in Wisconsin?
The Business Tax Registration (BTR) form for foreign LLCs in Wisconsin is used to register for sales and use tax, and is available on the Wisconsin Department of Revenue website.
Do I need to file a Wisconsin tax return for my foreign LLC if all of my income is from outside of the state?
If your foreign LLC does not have any income or activity in Wisconsin, you may not be required to file a Wisconsin tax return.
Are there any penalties for not filing my foreign LLC’s Wisconsin tax return on time?
Yes, there are penalties for late or nonpayment of Wisconsin taxes, which can include fines, interest, and legal action.
Can I file a Wisconsin tax extension for my foreign LLC’s tax return?
Yes, foreign LLCs in Wisconsin can request a tax extension by filing a Wisconsin Form DR-0106 within the required timeframe.
What is the penalty for failing to register a foreign LLC in Wisconsin?
The penalty for failing to register a foreign LLC in Wisconsin may include fines, legal action, and disqualification from conducting business in the state.
Can I use a PO box for my foreign LLC’s registered agent address in Wisconsin?
No, Wisconsin law requires registered agents to have a physical street address in the state.
Can I change my foreign LLC’s registered agent in Wisconsin at any time?
Yes, you can change your foreign LLC’s registered agent in Wisconsin at any time by submitting a Change of Registered Agent form to the Wisconsin Department of Financial Institutions.
How do I file an annual report for my foreign LLC in Wisconsin?
To file an annual report for your foreign LLC in Wisconsin, you will need to do so online on the Wisconsin Department of Financial Institutions website.
What happens if my foreign LLC’s registered agent is not available to accept legal documents?
If your foreign LLC’s registered agent is not available to accept legal documents, it may result in legal action being taken against your LLC without your knowledge.
Can a foreign LLC in Wisconsin open a bank account?
Yes, foreign LLCs operating in Wisconsin can open bank accounts as long as they have met the registration requirements of the state.

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Conclusion

Expanding your LLC’s operations to Wisconsin can provide valuable opportunities for growth and success. Understanding and adhering to the foreign LLC registration process and requirements ensure that your business remains in good standing and operates legally within Wisconsin jurisdiction. Utilize the resources and assistance available through the Wisconsin Secretary of State and consult with legal or financial professionals to help navigate the registration process and maintain compliance with all necessary regulations.

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