Formation of Limited Liability Company in Wisconsin (USA)
Wisconsin limited liability company (LLC) is not a partnership or a corporation but rather a distinct type of entity that has the powers of both a corporation and a partnership. Depending on how the LLC is structured, it may be likened to a general partnership with limited liability, or to a limited partnership where all the owners are free to participate in management and all have limited liability, or to an “S” corporation without the ownership and tax restrictions imposed by the Internal Revenue Code. Unlike the partnership, where the key element is the individual, the essence of the limited liability company is the entity, requiring for its creation more formal requirements.
The LLC name must end with “Limited Liability Company,” “LLC” or “L.L.C.” The word “Bank” and other variations cannot be used, and use of the word “Cooperative” is restricted. The name may not contain language stating or implying that the LLC is organized for a purpose other than as permitted in its Articles of Organization. It must be distinguishable upon the records of the Secretary of State from other LLCs, corporations and other business entities authorized to use the name in the state.
Articles Of Organization And Operating Agreement
Articles of Organization must be prepared and filed with the Secretary state of Wisconsin. Filing fees along with any applicable initial franchise taxes or other initial fees must also be paid. An LLC operating agreement is not required in Wisconsin, but is highly advisable. Member/Manager names and addresses are required to be listed in the Articles of Organization.
An operating agreement is a legal document outlining the ownership and operating procedures of your LLC. This agreement allows you to form financial/working relationships with co-owners into an established system suitable to your business.
Any person, including individuals, corporations, and other legal entities, may be a member of an LLC. A person may become a member of an LLC at its organization or at any time after its organization. Prior to July 1, 1996, an LLC was required to have two or more members. A Wisconsin LLC may have a minimum of one Member (owner) or more. Each member of a Wisconsin LLC is liable only to the extent of his or her percentage of ownership in the LLC.
LLCs must have one or more managers. Wisconsin does not have a provision specifying where members/managers must reside. Management of an LLC is the responsibility of its members, unless its articles of organization vest management authority in one or more managers. Managers or members exercising management responsibilities have the authority to act on behalf of the LLC and contractually bind the LLC.
Registered Office And Local Agent
LLCs must list the name and address of a registered agent with a physical address (no post office boxes) in Wisconsin. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
There are no statutory requirements concerning meetings of members or record keeping. It is recommended that with two or more members, a Members Agreement be entered into. If meetings are held by members, this may be done anywhere in the world and in any way convenient to the members.
Usually 1 business week. We require up to 10 working days for legalization of the documents and delivery by courier.
Wisconsin law recognizes businesses operating as limited liability companies (LLCs). Domestic and foreign LLCs in Wisconsin are classified as either partnerships or corporations for Wisconsin tax purposes. LLCs follow the federal rules on how they will be taxed. Accordingly, if your LLC is treated as a partnership on the federal level, then it will not be taxed on its net income. Instead, members must include in their Wisconsin taxable adjusted gross income their distributive share of LLC income.
If a business is classified as an association taxable as a corporation for federal income tax purposes, it will also be taxable as a corporation for Wisconsin tax purposes.