How to Start an S-Corporation in Wisconsin (2024 Guide)

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Start an S-Corporation in Wisconsin

If you want to start an LLC in Wisconsin, there are things that you should consider. Wisconsin is the home to a thriving business community, making it an attractive location for entrepreneurs. One popular business structure is the S-Corporation, which offers several tax and operational advantages. This comprehensive guide will explore the process of starting an S-Corporation in Wisconsin, including the costs, steps, advantages, and disadvantages associated with this business structure.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your S-corp, all the steps in this article must guide you.

How to Form an S-Corporation in Wisconsin

What is an S-Corporation?

An S-Corporation is a type of corporation that elects to be taxed under Subchapter S of the Internal Revenue Code. This tax treatment allows S-Corporations to enjoy pass-through taxation, meaning the corporation’s income, deductions, and credits flow through to the shareholders, who report this information on their individual tax returns. This structure helps to avoid the double taxation experienced by C-Corporations.

An S corporation (S corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other companies. It’s a tax classification that might result in significant financial savings for corporations and LLCs but in different ways. S-corp is similar to LLC, except that the IRS treats it as a corporation for tax purposes.

Limitations and Requirements of S-Corp

As you have decided to have an S-Corp structure for your business, you must know the limitations and requirements to qualify for S-Corp status. We have listed some important points to consider following for your reference-

  • Be a domestic corporation.
  • Not be an ineligible corporation, such as specific financial institutions, insurance providers, or domestic corporations engaged in overseas sales.
  • Have just one type of stock.
  • Have a maximum of 100 shareholders or members.
  • Have only permitted individuals, certain trusts, and estates as stockholders or members.

You can apply for an S-Corp in Wisconsin if qualified for the limitations and requirements.

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How to Form an S-Corporation in Wisconsin?

To create S-Corp in Wisconsin, you must follow the below guidelines that include forming a business name, hiring a Registered Agent, filing your Articles of Organization, creating an operating agreement, requesting an EIN, and filing a form 2553.

Step 1: Register a Business Name in Wisconsin

After you have decided on the idea to start an S-Corp in Wisconsin, deciding the name for your corporation is significant. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity.

If you want to set up an S-Corp, there is a complete guide on Wisconsin Business Name Search for a proper business name. Here are some guidelines you must follow while naming your S-corp.

  • Avoid profanities
  • The name should be available, and no other entity should have the same name in Wisconsin.
  • Limit of restricted words that need a license in Wisconsin
  • Do not use a business name that sounds like a government agency or entity (like “police,” “county,” and “state”)

Step 2: Hire a Registered Agent

The next step in starting an S-corp in Wisconsin is hiring a Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents (such as subpoenas), all notices of lawsuits, and other official government correspondence. Forming an LLC with an S-corp will be easier if you have Registered Agent in Wisconsin.

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Step 3: File For Articles of Organization

The Articles of Organization is an important document to start your limited liability company (LLC). Wisconsin Articles of Organization is a simple document that contains the business name and address as well as the name and address of the person who received lawsuits on behalf of the organization. For the Articles of Organization to be filed in WI Secretary of State, you need to pay a filing fee of $130. In Wisconsin, the filing fee of forming an LLC is $170 (by mail and $130 online).

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Step 4: Creating an Operating Agreement

After you have filed your Articles of Organization, the next step is to create an operating agreement in Wisconsin. The operating agreement is essential and necessary since it will cover your corporation’s important documentation and rules. The operating agreements usually include the following:

  • Article I: Organization
  • Article II: Management and Voting
  • Article III: Capital Contributions
  • Article IV: Distributions
  • Article V: Membership Changes
  • Article VI: Dissolution

After creating the LLC operating agreement, you can benefit in several ways since it will discuss how decisions for the business will be made, including management and member voting structure.

Step 5: Request for an EIN

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Wisconsin can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

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Step 6: File Form 2553 for your S-Corp Business

Once you have obtained your EIN and Articles of Organization to form an S-Corp, you must file Form 2553, Election by a Small Business Corporation, to apply for S-corp status. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or at most 75 days after the beginning of the tax year in which the election is to take effect.

If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS.

In Wisconsin, you can file your form 2553 in the Department of the Treasury Internal Revenue Service Center – Kansas City, MO 64999 Fax: 855-887-7734.

Costs of Forming an S-Corporation

There are several costs associated with forming an S-Corporation in Wisconsin, including:

  1. Filing Fees: When forming a corporation in Wisconsin, you must file Articles of Incorporation with the Wisconsin Secretary of State and pay a filing fee of $100 for online and by mail filing.
  2. Statement of Information: After forming the corporation, you must file a Statement of Information (Form SI-550) within 90 days and pay a filing fee (currently $25). This statement must be filed annually after that.
  3. Franchise Tax: S-Corporations in Wisconsin are subject to the annual franchise tax, which is the greater of a minimum tax (currently $800) or a calculated tax based on the corporation’s net income.
  4. Other Costs: Depending on the nature of your business, additional costs may include obtaining licenses and permits, registered agent services, and professional fees for legal and accounting services.

Advantages of Forming an S-Corporation

There are numerous advantages to incorporating an S-Corp, but you should be aware of certain problems. Consider the following benefits of an S corporation:

Pass-through Taxation

S-Corporations enjoy pass-through taxation, which helps to avoid the double taxation faced by C-Corporations. This can result in potential tax savings for shareholders. Pass-through taxation is a tax system where the income, deductions, and credits generated by a business entity, such as Wisconsin General Partnership, limited liability company (LLC), or S-Corporation, are passed through to individual owners or shareholders instead of being taxed at the corporate level.

In this system, business profits and losses are reported on the owners’ or shareholders’ individual tax returns, and taxes are paid at their individual income tax rates. This avoids the issue of double taxation, which occurs in C-Corporations where income is taxed at both the corporate level and again when distributed to shareholders as dividends. Pass-through taxation is generally advantageous for small businesses and their owners, as it simplifies tax filings and often results in lower overall taxes.

Limited Liability Protection

Shareholders of an S-Corporation have limited liability protection, meaning their personal assets are protected from the corporation’s debts and obligations. Limited liability protection in an S-Corporation refers to the legal separation between the personal assets of the shareholders (owners) and the business assets, which protects shareholders from being personally responsible for the company’s debts and legal obligations.

In an S-Corporation, shareholders’ personal assets, such as their homes, cars, and personal savings, are not at risk if the business faces financial difficulties or lawsuits. The shareholders’ liability is limited to the amount they have invested in the company. This limited liability is a significant advantage of incorporating a business as an S-Corporation, as it provides a safeguard for the personal financial well-being of the business owners.

It is important to note that limited liability protection can only be supported if the shareholders maintain proper corporate formalities, such as keeping separate business and personal finances, holding regular shareholder meetings, and maintaining accurate business records. In such cases, courts may “pierce the corporate veil” and hold shareholders personally liable for the company’s debts and obligations.

Transferability of Shares

Shares in an S-Corporation are more easily transferable than those in an LLC, allowing for greater flexibility in ownership changes. Transferability of shares in an S-Corporation refers to the ability of shareholders to sell, gift, or otherwise transfer their ownership interest in the company to another person or entity. This is an important aspect of an S-Corporation’s structure, as it allows for flexibility in ownership and the potential for raising capital through the sale of shares.

However, there are certain restrictions on the transferability of shares in an S-Corporation, which are imposed by the Internal Revenue Service (IRS) to maintain the company’s eligibility for S-Corp status:

  • Shareholders: The number of shareholders in an S-Corporation is limited to a maximum of 100. Only individuals, certain trusts, and estates can be shareholders; other corporations and partnerships are generally not allowed.
  • Eligible Shareholders: Only U.S. citizens and resident aliens can be shareholders in an S-Corporation. Non-resident aliens are not allowed to hold shares.
  • One Class of Stock: S-Corporations can only have one class of stock. All shares must have the same rights and privileges, such as voting rights and distribution preferences. However, differences in voting rights are allowed if they are not tied to economic rights (e.g., distribution preferences).
  • Perpetual Existence: Perpetual existence refers to the concept that a business entity, such as an S-Corporation, can continue to exist indefinitely, regardless of changes in ownership or management. This means the corporation can outlive its original founders and shareholders and continue to operate even if individual shareholders pass away or decide to sell their shares.

This characteristic of an S-Corporation provides stability and continuity for the business, as it ensures that the corporation’s operations, contracts, and legal obligations remain unaffected by changes in ownership. It also makes it easier for the company to attract investors and raise capital. Potential investors can be confident that the business will continue to exist even if the original owners are no longer involved.

Disadvantages of Forming an S-Corporation

Despite these advantages, moving to an S corporation only sometimes makes sense – or at the very least, necessitates a thorough review of certain situations. The following issues may arise in particular:

Restrictions on Shareholders

S-Corporations are subject to specific restrictions, such as a maximum of 100 shareholders and limitations on the types of eligible shareholders (e.g., only individuals, certain trusts, and estates).

Single Class of Stock

S-Corporations are limited to issuing only one class of stock, which can limit flexibility in raising capital or creating different ownership structures. A single class of stock in an S-Corporation refers to the requirement that the corporation only issues one type of stock with equal rights and characteristics for all shareholders. This means that all shares of stock must have the same economic rights, such as dividend distribution preferences and liquidation rights, as well as voting rights. The single class of stock requirement is one of the key criteria the Internal Revenue Service (IRS) sets for a corporation to qualify for S-Corp status.

Increased Complexity

Forming and maintaining an S-Corporation requires more paperwork, record-keeping, and compliance with state and federal regulations than simpler structures like LLCs.

Franchise Tax

S-Corporations in Wisconsin are subject to the annual franchise tax, which can financially burden some businesses.

In an Wisconsin S-Corporation context, the franchise tax is usually based on the company’s income, net worth, or a combination of both. Since S-Corporations are pass-through entities for federal income tax purposes, meaning that their income is not taxed at the corporate level but rather passed through to individual shareholders, they may be exempt from or subject to lower franchise tax rates in some states than traditional C-Corporations.

However, S-Corporations must still comply with Wisconsin franchise tax requirements, which may include annual filings and tax payments. It is crucial for S-Corporation owners to understand the specific rules and regulations in their state of operation and to consult with a tax professional to ensure compliance and minimize their tax.

FAQs

What is an s-corporation in Wisconsin?
An s-corporation in Wisconsin is a special type of business entity that allows for limited liability protection of shareholders while still being taxed similarly to a partnership.
Are there any limitations on who can start an s-corporation in Wisconsin?
Yes, in Wisconsin an s-corporation can only be owned by a maximum of 100 shareholders, who are either individuals or certain types of trusts or estates.
How do I form an s-corporation in Wisconsin?
To form an s-corporation in Wisconsin, you need to file articles of incorporation with the Wisconsin Department of Financial Institutions and then obtain an s-corporation election from the IRS.
Do I need to have a board of directors for my Wisconsin s-corporation?
You aren’t required to have a board of directors for your Wisconsin s-corporation, but it might be a good idea to have one since they can help make bigger decisions for your company.
What is the difference between an s-corporation and a C-corporation in Wisconsin?
The main difference between an s-corporation and C-corporation in Wisconsin is the tax structure
Can an s-corporation in Wisconsin have subsidiaries?
Yes, an s-corporation in Wisconsin may have subsidiaries, although there are additional tax implications.
Is a foreign s-corporation allowed to do business in Wisconsin?
Yes, a foreign s-corporation is allowed to do business in Wisconsin as long as it registers with the Wisconsin Department of Financial Institutions and pays annual filing fees.
How is an s-corporation in Wisconsin taxed?
In Wisconsin, an s-corporation is not taxed on its profits as are C-corporations, CCFS partnerships, and sole proprietorships, while the individual shareholders are responsible for paying state and federal income tax on their proportionate share of the profits.
Are taxes higher for s-corporations in Wisconsin?
Taxes aren’t generally higher for s-corporations in Wisconsin, but it depends on the individual shareholders’ income tax rates.
Do I need to obtain any special licenses to operate an s-corporation in Wisconsin?
Depending on the type of business you have, you may need to obtain certain licenses from the state of Wisconsin, but no specific licenses are needed specifically for s-corporations.
Are shareholders of an s-corporation in Wisconsin liable for the corporation’s debts?
No, generally shareholders of an s-corporation in Wisconsin enjoy limited liability protection and are not personally responsible for the corporation’s debts.
Do I need to register my s-corporation in Wisconsin as a foreign entity if I am a non-resident?
Yes, an s-corporation owned by non-residents must register with the Wisconsin Department of Financial Institutions and maintain a registered agent in the state.
Can an LLC become an s-corporation in Wisconsin?
Yes, an LLC can sometimes elect to become an s-corporation in Wisconsin by filing IRS Form 2553 and meeting the other requirements.
Can I operate multiple businesses under one s-corporation in Wisconsin?
It’s permitted to operate multiple businesses under one s-corporation in Wisconsin, but it’s generally a good idea to create a separate s-corporation for each business for accounting and liability purposes.
What are the advantages of starting an s-corporation in Wisconsin?
Some of the advantages of starting an s-corporation in Wisconsin include tax advantages, flexibility in management structure, and limited liability protection for shareholders.
Can I be both an owner and employee of an s-corporation in Wisconsin?
Yes, you can be both an owner and employee of an s-corporation in Wisconsin, but be sure to comply with several tax rules related to the salaries you can receive to avoid penalties.
What are the fees involved in starting and maintaining an s-corporation in Wisconsin?
The fees for starting and maintaining an s-corporation in Wisconsin include $170 for filing articles of incorporation and $35 every year for each year the corporation is operating.
Can I convert my existing corporation into an s-corporation in Wisconsin?
Yes, it’s possible by filing IRS Form 2553 and other checks.
Must s-corporations in Wisconsin file an annual report?
Yes, Wisconsin s-corporations must file an annual report and pay the accompanying fees.
Can I operate under a different business name as an s-corporation in Wisconsin?
Yes, you are allowed to use a different business name as an s-corporation in Wisconsin, as long as you register your trade name with the state of Wisconsin.
What is the Wisconsin personal property tax on s-corporations?
Wisconsin requires s-corporations to pay personal property taxes based on the value of their equipment and other assets.
Do Wisconsin s-c corporations need to pay sales tax?
Nor generally, s-corporations in Wisconsin don’t need to pay sales tax, however sales between an s-corporation and its shareholders may be taxed.
Can non-US residents start an s-corporation in Wisconsin?
However, you will need to register with the Wisconsin Department of Financial Institutions and employ a registered agent to accept service of process in Wisconsin.
Do Wisconsin s-corporations have to pay the state’s franchise tax?
S-corporations in Wisconsin aren’t required to pay Wisconsin’s franchise tax.
After establishing an s-corporation in Wisconsin, am I required to publish information regarding my new corporation in a local newspaper?
No, in Wisconsin there’s no requirement to publish information about your s-corporation in local newspapers.
Can a s-corporation agreement override the Wisconsin statute?
Yes, an s-corporation agreement in one of the state documents can help override and replace the statutory default rules with Private agreements between shareholders.
Are there any special zoning arrangements or considerations an s-corporation in Wisconsin should contemplate?
Yes, it’s a good idea to research zoning arrangements and considerations for your particular area since some zoning may require specific licenses or prohibit certain business activities.
What type of business is the ideal fit for the s-corporation structure in Wisconsin?
A small business with a relatively small number of owners and not planning additional growth outside Wisconsin would be an ideal fit for s-corporation structure in Wisconsin.
What is an advantage of electing S Corporation tax status in that gives an intrinsic savings?
Businesses that are taxed solely at the state level of Wisconsin corporations saves enormous amounts by utilizing status as an S corporation for Wisconsin income tax purposes.
What is an S-Corporation?
An S-Corporation is a corporation that is taxed under Subchapter S of the Internal Revenue Code.
How do I form an S-Corporation in Wisconsin?
To form an S-Corporation in Wisconsin, you need to file Articles of Incorporation with the Wisconsin Secretary of State.
Can any type of business be an S-Corporation in Wisconsin?
While not all businesses may qualify, most businesses can elect status as an S-Corporation in Wisconsin.
Do I need to have a specific amount of assets or employees to form an S-Corporation in Wisconsin?
No, there is no minimum asset or employment requirement to form an S-Corporation in Wisconsin.
What is the cost to form an S-Corporation in Wisconsin?
The filing fee for an S-Corporation in Wisconsin is $100.
How long does it take to form an S-Corporation in Wisconsin?
It usually takes about 7-10 business days to form an S-Corporation in Wisconsin.
Do I need a lawyer to form an S-Corporation in Wisconsin?
While it is not required, it is recommended that you consult with a lawyer when forming an S-Corporation in Wisconsin.
What tax benefits can S-Corporations receive in Wisconsin?
S-Corporations in Wisconsin can receive pass-through taxation, meaning that earnings are taxed once at the individual level and not at the corporate level.
What are the shareholder requirements for S-Corporations in Wisconsin?
S-Corporations in Wisconsin must have no more than 100 shareholders, and all shareholders must be U.S. citizens or permanent residents.
Do S-Corporations in Wisconsin need a registered agent?
Yes, S-Corporations in Wisconsin are required to appoint and maintain a registered agent.
Are there any residency requirements to form an S-Corporation in Wisconsin?
No, there are no residency requirements to form an S-Corporation in Wisconsin.
Can an S-Corporation in Wisconsin have more than one class of stock?
No, S-Corporations in Wisconsin are limited to only one class of stock.
What is the Wisconsin franchise tax?
The Wisconsin franchise tax is a tax levied on corporations and is based on a company’s capital.
Are S-Corporations in Wisconsin exempt from the Wisconsin franchise tax?
Yes, S-Corporations in Wisconsin are exempt from the Wisconsin franchise tax.
What is the Wisconsin corporate income tax rate?
The Wisconsin corporate income tax rate is 7.9%.
Are S-Corporations in Wisconsin subject to the Wisconsin corporate income tax?
No, S-Corporations in Wisconsin are not subject to the Wisconsin corporate income tax, as they have pass-through taxation.
Do S-Corporations in Wisconsin need to file an annual report?
No, S-Corporations in Wisconsin do not need to file an annual report.
Do S-Corporations in Wisconsin have limited liability protection?
Yes, S-Corporations in Wisconsin have limited liability protection, meaning that shareholders’ personal assets are generally protected from business liabilities.
Can an S-Corporation convert to a C-Corporation in Wisconsin?
Yes, an S-Corporation in Wisconsin can convert to a C-Corporation, but it can be a complex process.
Can an S-Corporation dissolve in Wisconsin?
Yes, an S-Corporation can dissolve in Wisconsin, but it requires a formal legal process.
What is the S-Corporation election deadline in Wisconsin?
The S-Corporation election deadline in Wisconsin is March 15th (for calendar year S-Corporations).
Can S-Corporations in Wisconsin make political contributions?
Yes, S-Corporations in Wisconsin can make political contributions.
Are S-Corporations in Wisconsin required to hold annual meetings?
Yes, S-Corporations in Wisconsin are required to hold annual meetings.
Are there any specific records that S-Corporations in Wisconsin are required to keep?
S-Corporations in Wisconsin are required to keep a variety of corporate records, including articles of incorporation, bylaws, meeting minutes, and financial statements.
What is the statute of limitations for tax assessments for S-Corporations in Wisconsin?
The statute of limitations for tax assessments for S-Corporations in Wisconsin is 3 years.
Can S-Corporations in Wisconsin carry forward losses?
Yes, S-Corporations in Wisconsin can carry forward net operating losses to offset future income.
Is there a Wisconsin version of the Federal D&O Questionnaire?
Yes, the Wisconsin version of the Federal D&O Questionnaire is known as the DFI Reservation of Name or Application for Registration.

Also Read

Why You Should Start Wisconsin S Corp

So, why should you consider starting a Wisconsin S Corp for your business? There are several key advantages to this business structure that make it an appealing option for many small business owners.

One of the biggest benefits of forming an S Corp is the tax advantages it provides. Unlike a traditional C Corporation, where the profits are subject to corporate income tax and then again to personal income tax when distributed to shareholders as dividends, an S Corp allows profits and losses to pass through to shareholders’ personal tax returns. This can lead to significant tax savings for small business owners, as they can avoid the double taxation that comes with a C Corp.

Additionally, forming an S Corp can provide you with liability protection. While shareholders are still generally not personally liable for the debts and obligations of the corporation, choosing an S Corp structure can help shield your personal assets from lawsuits and creditors. This added layer of protection can provide peace of mind as you grow your business.

Another advantage of starting a Wisconsin S Corp is the flexibility it offers in terms of ownership. S Corps can have up to 100 shareholders, who can be individuals, other S Corps, or certain trusts and estates. This can make it easier to raise capital and attract investors to your business. Additionally, S Corps can issue both common and preferred stock, giving you more options for structuring ownership and equity in your company.

Forming an S Corp can also give your business a sense of legitimacy and professionalism. While it may require more paperwork and formalities than a sole proprietorship or partnership, having a separate legal entity can help establish your business as a serious and credible operation. This can be particularly important when seeking financing, attracting top talent, or entering into contracts with other businesses.

Finally, forming a Wisconsin S Corp can provide opportunities for growth and expansion. S Corps have the option to elect to be treated as a Qualified Subchapter S Corporation (QSub), which can be advantageous in certain situations, such as when restructuring a business or adding subsidiaries. This can help streamline operations and facilitate future growth strategies.

In conclusion, forming a Wisconsin S Corp can offer a myriad of benefits for small business owners. From tax advantages and liability protection to flexibility in ownership and opportunities for growth, an S Corp structure can be a smart choice for many entrepreneurs. If you are considering starting a business in Wisconsin, be sure to explore the option of forming an S Corp to see if it is the right fit for your unique business needs.

Conclusion

Forming an S-Corporation in Wisconsin can be a beneficial decision for small business owners seeking liability protection, pass-through taxation, and easier transfer of ownership. By meeting the requirements set by the IRS and following the necessary steps, business owners can take advantage of an S-Corp’s unique structure and benefits. However, it is essential to consider the potential drawbacks, such as increased paperwork and limitations on ownership, before making a final decision. Consulting with a legal or financial professional can help business owners determine if an S-Corporation is right for their needs and goals.

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