Wisconsin Corporation Formation Guide
Complete guide to forming business corporations, service corporations (PCs), and benefit companies in Wisconsin – with tax, compliance, and CTA/BOI coverage
Wisconsin Corporation Overview
Statutory Framework
Wisconsin corporations are governed by:
- Business corporations: Wisconsin Business Corporation Law, Chapter 180
- Service corporations (professional corporations): Chapter 180 Subchapter XIX (§§180.1901–180.1921)
- Benefit corporations: Chapter 204 (overlay on Chapter 180)
- Nonprofit corporations: Chapter 181 (separate regime for nonstock entities)
Common Entity Types
Business Corporation
Best for: Traditional for-profit businesses seeking equity financing, planning to go public, or wanting established corporate governance.
Tax treatment: C-corp (double taxation) or S-corp election (pass-through)
Filing: Articles of Incorporation with DFI under Chapter 180
Formation fee: $100 (same online or mail)
Service Corporation (PC)
Best for: Licensed professionals – especially physicians and health-care providers who cannot practice through LLCs under Wisconsin’s corporate practice of medicine doctrine
Requirements: Only licensed professionals in the same field (or all health-care professionals) may own shares
Statute: Chapter 180 Subchapter XIX
Benefit Corporation
Best for: Mission-driven businesses balancing profit and public benefit
Requirements: Purpose of creating general public benefit; annual benefit statement within 30 days of fiscal year-end; directors consider stakeholder interests beyond shareholders
Election: Stated in Articles of Incorporation under Chapter 204
Foreign Corporation
Best for: Out-of-state corporations doing business in Wisconsin
Requirements: Certificate of Authority from DFI; appoint Wisconsin registered agent
Note: Foreign corporations must file annual reports same as domestic entities
Key Advantages of Wisconsin Corporations
- Fast processing: Online filings approved same-day; flat $100 formation fee with no hidden costs
- Low annual compliance: $25 annual report fee (online) – one of the lowest in the nation
- Flexible governance: One-director corporations allowed; no residency requirement for directors or officers
- Modern statutes: Chapter 180 based on MBCA; recently updated alongside LLC law overhaul
- Benefit corporation option: Chapter 204 provides clear public benefit framework without need for separate entity type
- Strong cooperative law: Chapters 185 and 193 provide traditional and modern cooperative structures if member-owned model fits your business
When to Choose a Corporation vs LLC
| Factor | Corporation | LLC |
|---|---|---|
| Equity financing / VC | ✅ Preferred structure | ⚠️ Less common |
| Going public (IPO) | ✅ Required | ❌ Must convert first |
| Tax flexibility | C-corp or S-corp | Pass-through (can elect C-corp) |
| Formality burden | High (board meetings, resolutions, minutes) | Low |
| Self-employment tax | Only on W-2 salary (S-corp) | On all active income (unless C-corp elected) |
| Medical/health practice | Service corp required for physicians | ❌ Not permitted for physicians under CPOM |
Name Requirements
Registered Agent & Registered Office
- Must have a physical street address in Wisconsin (no PO boxes)
- Can be an individual Wisconsin resident or a Wisconsin business entity
- Must be available during business hours to receive service of process
- Agent’s business office must be the same as the registered office address
Wisconsin Corporation Formation Steps
Step-by-Step Formation Process
Search DFI business name database to ensure name is distinguishable. Optional: reserve name for 120 days.
Must have physical street address in Wisconsin. Can use commercial service or individual/entity willing to serve.
File with DFI using online system or mail. Fee: $100 (non-refundable). Online filings approved same-day.
Chapter 180 requires bylaws governing internal affairs. Not filed with state; kept in corporate records.
Adopt bylaws, elect directors/officers, authorize share issuance, approve initial resolutions.
Issue shares to founders/initial shareholders with proper documentation (stock purchase agreements, board resolutions).
If founders receive restricted stock subject to vesting, file IRS Form 83(b) within 30 days to avoid future tax surprises.
Apply online at IRS.gov (free). Required for bank accounts, payroll, tax filings.
Register with Wisconsin Department of Revenue for corporate income/franchise tax and sales/use tax if applicable.
Obtain business licenses, professional licenses (for service corporations), and permits as required by city/county and regulatory boards.
Articles of Incorporation – Required Content
Under §180.0202, Articles of Incorporation must include:
| Field | Requirement |
|---|---|
| Corporate Name | With proper suffix (Inc., Corp., Co., Ltd.) |
| Number of Authorized Shares | Total authorized shares; if multiple classes, designate each class and relative rights |
| Registered Office Address | Physical Wisconsin street address (no PO box) |
| Registered Agent Name | Individual or entity name |
| Incorporator(s) | Name and address of each incorporator |
| Service Corporation? | If yes, state purpose of rendering professional services and specify profession |
| Benefit Corporation? | If yes, state that corporation is a benefit corporation under Chapter 204 and purpose of creating general public benefit |
Optional Provisions (May Include in Articles)
- Purpose clause: Beyond general business purposes (required for service and benefit corporations)
- Preemptive rights: Shareholders have right to purchase pro-rata share of new issuances
- Director liability limitations: Permitted under Chapter 180 (cannot eliminate liability for bad faith, intentional misconduct, unlawful distributions)
- Supermajority voting: Require >50% vote for specific corporate actions
- Classes/series of stock: Preferred stock with liquidation preferences, voting rights, conversion features
- Indemnification provisions: Broader indemnification of directors/officers than statute
Filing Mechanics
| Method | Processing Time | Fee |
|---|---|---|
| Online (DFI Business Entity File Online) | Same day | $100 |
| 4–7 business days | $100 |
Wisconsin Department of Financial Institutions
Division of Corporate & Consumer Services
PO Box 7846
Madison, WI 53707-7846
First 90 Days: Post-Formation Checklist
| Timing | Action | Notes |
|---|---|---|
| Within 7 days | Organizational meeting & bylaws | Elect directors/officers, adopt bylaws, approve stock issuance |
| Within 14 days | Issue stock & document cap table | Stock certificates, purchase agreements, founder vesting if applicable |
| Within 30 days | 83(b) election (if restricted stock) | CRITICAL: IRS deadline is 30 days from grant; cannot extend |
| Within 30 days | Obtain EIN from IRS | Free online; needed for bank account and taxes |
| Within 45 days | Open corporate bank account | Requires EIN, Articles, and corporate resolution |
| Within 60 days | Register with Wisconsin DOR | Corporate income/franchise tax registration |
| Within 90 days | Business licenses & permits | City/county business licenses, professional licenses if service corp |
| Ongoing | Maintain corporate formalities | Board meetings, minutes, resolutions – preserve limited liability |
Wisconsin Service Corporations (Professional Corporations)
Statutory Framework
Wisconsin service corporations are governed by Chapter 180 Subchapter XIX (§§180.1901–180.1921), which overlays the general Business Corporation Law with professional-practice requirements.
Who Must or May Use a Service Corporation
Wisconsin law and regulatory board rules require or permit service corporations for licensed professionals, including:
Medical / Health Care (REQUIRED)
- Physicians (MD, DO): MUST use service corporation or professional partnership due to corporate practice of medicine doctrine and §448.08(4)
- Dentists
- Chiropractors
- Optometrists
- Veterinarians
- Nurse practitioners
- Physical therapists
Legal Professionals
- Attorneys (may also use LLC or LLP; check Wisconsin State Bar rules)
Accounting & Financial
- Certified Public Accountants (CPAs)
- Public accountants
Design & Engineering
- Architects
- Professional engineers
- Land surveyors
- Landscape architects
- A professional partnership (general or limited partnership under Chapter 178/179), or
- A service corporation under Chapter 180 Subchapter XIX
Attempting to practice medicine through an LLC in Wisconsin will violate §448.08(4) and may result in regulatory action.
Formation of a Service Corporation
Service corporation formation uses the same Articles of Incorporation filing as business corporations, but with key differences:
Ownership & Control Restrictions
Share Transfer & Disqualification
Service corporation Articles or bylaws should address:
- Transfer restrictions: Shares may only be transferred to other licensed professionals in the same field (or health-care professionals if applicable)
- Disqualification events: If a shareholder loses their license (suspension, revocation, voluntary surrender), they must dispose of shares or the corporation must redeem them
- Redemption mechanics: Specify valuation method and timing for repurchase of disqualified shareholder’s stock
- Buy-sell provisions: Address death, disability, retirement, and voluntary departure scenarios
Liability for Professional Services
Annual Reports & Ongoing Compliance
- Service corporations file Annual Reports with DFI under §180.1921, same as regular corporations
- Annual report due each year in the calendar-year quarter containing the anniversary of incorporation
- Fee: $25 (online) or $40 (mail)
- Service corporations must maintain professional liability insurance if required by licensing board
- Must comply with continuing education, ethics rules, and all professional regulations
Service Corp vs LLC for Professional Practice
| Factor | Service Corp | LLC |
|---|---|---|
| Available to physicians? | ✅ Yes | ❌ No (CPOM violation) |
| Formality | High (board, officers, bylaws, minutes) | Medium |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) |
| Tax default | C-corp (can elect S-corp) | Pass-through |
| Annual report fee | $25 (online) | $25 (online) |
Wisconsin Benefit Corporations
What is a Wisconsin Benefit Corporation?
Wisconsin benefit corporations are governed by Chapter 204, which overlays Chapter 180’s Business Corporation Law with public benefit requirements.
How to Elect Benefit Corporation Status
Benefit Corporation Requirements (Chapter 204)
1. General Public Benefit Purpose
The corporation’s purpose must be to create general public benefit, defined as a material positive impact on society and the environment as a whole, assessed through a third-party standard.
2. Stakeholder Consideration Duty
Directors must consider the effects of decisions on:
- Shareholders
- Employees
- Customers
- Community and societal factors
- Local and global environment
- Other stakeholders identified in Articles or bylaws
3. Annual Benefit Statement
Must prepare an annual benefit statement within 30 days after each fiscal year end, including:
- Objectives the board established to promote general/specific public benefit
- Standards used to measure progress toward objectives
- Factual description of actions taken and extent of success
- Any circumstances that hindered creation of benefit
Statement must be provided to shareholders (not necessarily publicly posted, unlike some states).
4. Third-Party Standard
The benefit statement should assess performance against a third-party standard, which must be:
- Comprehensive
- Credible
- Independent
- Transparent
Common standards: B Lab (B Corp certification), Global Reporting Initiative (GRI), others.
Specific Public Benefit Examples (Optional)
In addition to general public benefit, a benefit corporation may identify one or more specific public benefits in its Articles, such as:
- Providing low-income or underserved individuals with beneficial products or services
- Promoting economic opportunity beyond job creation
- Protecting or restoring the environment
- Improving human health
- Promoting the arts, sciences, or advancement of knowledge
- Increasing the flow of capital to entities with a public benefit purpose
- Conferring any other particular benefit on society or the environment
Enforcement & Accountability
Benefit Corporation vs B Corp Certification
| Aspect | Benefit Corporation (Legal Status) | B Corp Certification (Voluntary) |
|---|---|---|
| What is it? | Legal entity type under Wisconsin law | Third-party certification by B Lab (nonprofit) |
| Requirement | Mandatory stakeholder duties, annual benefit statement | Score ≥80 on B Impact Assessment; recertify every 3 years |
| Who can verify? | Shareholders can enforce via derivative action | B Lab audits performance |
| Can you do both? | ✅ Yes – many companies elect benefit corporation status AND pursue B Corp certification | |
Tax Treatment
When to Choose Benefit Corporation Status
- Mission-driven business with measurable social/environmental impact goals
- Want legal protection for directors to prioritize stakeholder interests over short-term profit maximization
- Seeking impact investors who require benefit corporation or B Corp status
- Want to signal commitment to stakeholders and community (marketing/brand benefit)
- Comfortable with annual benefit statement preparation and shareholder reporting
- Seeking traditional VC funding (some VCs hesitate due to stakeholder duties that may conflict with shareholder primacy)
- Annual benefit statement preparation is too burdensome for current stage
- Not ready to commit to structured third-party standard assessment
Corporate Governance & Records
Bylaws
Chapter 180 requires adoption of bylaws to govern the corporation’s internal affairs.
Typical Bylaw Provisions
- Board of directors: Number (fixed or range), election, term, removal, vacancies, quorum, voting
- Officers: Titles (President, Secretary, Treasurer, etc.), appointment, duties, removal
- Shareholder meetings: Annual meeting timing, special meetings, notice requirements, quorum, voting procedures
- Board meetings: Regular vs special meetings, notice, quorum, action by written consent
- Stock issuance: Authorization, certificates, transfer restrictions, preemptive rights
- Indemnification: When corporation indemnifies directors/officers for legal expenses
- Amendment: How bylaws may be amended (typically by board or shareholders)
Directors & Officers
| Role | Wisconsin Requirement |
|---|---|
| Minimum directors | At least one director required |
| Director residency | No residency requirement |
| Director qualifications | No requirement to be shareholder (unless bylaws impose) |
| Officers | Bylaws typically designate officer titles and duties; one officer must maintain corporate records |
| Same person multiple roles? | ✅ Yes – one person may hold multiple officer titles and serve as director |
Shareholder Meetings & Consents
- Annual meeting required: Wisconsin law requires an annual shareholder meeting (but can be satisfied by written consent if all required votes obtained)
- Action by written consent: Permitted if the number of consents equals or exceeds the votes required at a meeting
- Notice requirements: Bylaws specify notice timing and method for meetings; Chapter 180 sets minimum notice periods
Corporate Records Requirements
Chapter 180 requires corporations to maintain detailed records. Failure to maintain records can lead to piercing of the corporate veil and personal liability for directors/shareholders.
Required Records (Must Maintain):
Annual Report Timing – Quarter-Based System
Under §180.1622, corporations must file annual reports each year during the calendar-year quarter that contains the anniversary of incorporation.
| Incorporation Date | Anniversary Quarter | Annual Report Due By |
|---|---|---|
| January 1 – March 31 | Q1 | March 31 |
| April 1 – June 30 | Q2 | June 30 |
| July 1 – September 30 | Q3 | September 30 |
| October 1 – December 31 | Q4 | December 31 |
Foreign Corporations Doing Business in Wisconsin
What is a Foreign Corporation?
A foreign corporation is a corporation formed under the laws of another state or country. If a foreign corporation conducts business in Wisconsin, it must register for authority to transact business with DFI.
When Foreign Qualification is Required
- Maintaining an office in Wisconsin
- Employing workers in Wisconsin on a regular basis
- Owning or leasing real property in Wisconsin for business purposes
- Regular, ongoing sales or service activities in Wisconsin beyond isolated transactions
Penalty for non-compliance: Unable to sue in Wisconsin courts; liable for back fees and penalties; officers/directors may face personal liability under some circumstances.
- Maintaining bank accounts in Wisconsin
- Holding shareholder/board meetings in Wisconsin
- Maintaining passive investments through Wisconsin brokers
- Isolated or occasional transactions
- Selling through independent contractors/distributors who take title to goods
Application for Authority
File Application for Authority to Transact Business with DFI. Required information:
- Corporate name (must be available/distinguishable in Wisconsin; may need to register alternate name)
- State/country of incorporation
- Date of incorporation
- Wisconsin registered agent name and street address
- Principal office address
- Certificate of Good Standing from home jurisdiction
Filing fee: Check current DFI fee schedule; foreign corporations file annual reports same as domestic entities ($25 online / $40 mail).
Foreign Service Corporations
Foreign service corporations (e.g., medical practice incorporated in Illinois) doing business in Wisconsin must:
- Register for authority to transact business with DFI
- Ensure shareholders, directors, and officers meet Wisconsin licensing requirements for the profession
- Comply with Wisconsin professional practice regulations (including CPOM for physicians)
Annual Reports for Foreign Corporations
Foreign corporations file annual reports same as domestic corporations:
| Entity Type | Annual Report Fee | Due Date |
|---|---|---|
| Domestic Corporation | $25 (online) / $40 (mail) | Anniversary quarter of incorporation |
| Foreign Corporation | $25 (online) / $40 (mail) | Anniversary quarter of Wisconsin registration |
CTA / BOI Reporting for Foreign Corporations
Under FinCEN’s March 26, 2025 Interim Final Rule (IFR):
BOI Deadlines for Foreign Reporting Companies
| Registration Timing | BOI Filing Deadline |
|---|---|
| Registered before March 26, 2025 | April 25, 2025 (30 days from IFR publication) |
| Register on or after March 26, 2025 | 30 days after registration becomes effective |
- Large operating company: >20 full-time U.S. employees, >$5M gross receipts/sales, physical U.S. office
- SEC-registered issuer
- Regulated entities: Banks, credit unions, broker-dealers, investment companies, insurance companies
Check FinCEN’s full exemption list at fincen.gov.
Withdrawal of Authority
When a foreign corporation ceases doing business in Wisconsin, it should file Application for Withdrawal with DFI to formally terminate its authority. This avoids continued annual report obligations and fees.
Wisconsin Tax & Compliance
Wisconsin Corporate Income/Franchise Tax
Wisconsin imposes a corporate income/franchise tax on C-corporations doing business in or deriving income from Wisconsin.
Wisconsin Corporate Tax Rate
| Tax Base | Rate |
|---|---|
| Wisconsin taxable income | 7.9% |
S-Corporation Tax Treatment in Wisconsin
Wisconsin generally recognizes federal S-corporation elections:
- S-corporation income passes through to shareholders
- Shareholders pay Wisconsin personal income tax on their distributive share
- S-corporations themselves generally do not pay Wisconsin corporate income tax (with limited exceptions for built-in gains and passive investment income)
- S-corporations must file Wisconsin S-corporation returns annually
Wisconsin Personal Income Tax (Pass-Through Impact)
For S-corps, income passes through to individual shareholders, who pay Wisconsin personal income tax at graduated rates.
Wisconsin Personal Income Tax Rates (2024)
| Taxable Income (Single) | Rate |
|---|---|
| Up to $13,810 | 3.54% |
| $13,810 – $27,630 | 4.65% |
| $27,630 – $304,170 | 5.30% |
| Over $304,170 | 7.65% |
Sales and Use Tax
Wisconsin imposes a 5% state sales tax plus local sales taxes (counties may impose additional taxes, typically 0.5%).
- Businesses selling taxable goods/services must register with Wisconsin DOR
- Collect sales tax at point of sale
- Remit sales tax to DOR on monthly, quarterly, or annual basis depending on volume
- E-commerce sellers may have nexus obligations under economic nexus rules
Tax Comparison: C-Corp vs S-Corp
| Tax | C-Corp | S-Corp |
|---|---|---|
| Corporate income tax | 7.9% on WI taxable income | Generally exempt (pass-through) |
| Personal income tax (on distributions) | Up to 7.65% (dividends) | Up to 7.65% (pass-through) |
| Double taxation? | ✅ Yes (corporate + dividend) | ❌ No (pass-through) |
| Self-employment tax | N/A (W-2 wages only) | Only on reasonable salary (not distributions) |
Employer Taxes & Payroll
If you have employees in Wisconsin:
- Payroll withholding: Must withhold Wisconsin personal income tax from employee wages and remit to Wisconsin DOR
- Unemployment insurance: Register with Wisconsin Department of Workforce Development; pay state unemployment tax (rates vary by industry and experience)
- Workers’ compensation: Required if you have employees (obtain through private insurer)
Annual Report Filing (DFI)
CTA / BOI Reporting (Beneficial Ownership Information)
Under FinCEN’s March 26, 2025 Interim Final Rule:
FinCEN Residential Real Estate Rule (RRE Rule)
Separate from CTA/BOI, FinCEN has issued a Residential Real Estate Rule targeting non-financed (“all-cash”) transfers of residential real estate to legal entities or trusts.
- Final rule issued August 29, 2024; reporting requirement postponed to March 1, 2026 via FinCEN exemptive relief
- Applies when a legal entity or trust purchases residential real estate with cash or private financing (no institutional mortgage)
- Reporting person (title/settlement agent or attorney) must file a Real Estate Report with detailed beneficial ownership info
- Direct purchases by individuals are outside the RRE Rule
Common Pitfalls – Law Office Perspective
After handling hundreds of Wisconsin corporation formations and clean-up projects, I see the same mistakes repeatedly. Avoid these pitfalls:
1. Physicians Trying to Practice Through an LLC
The problem: Physician forms LLC and starts seeing patients, unaware that Wisconsin’s corporate practice of medicine doctrine prohibits this.
Result: Regulatory action by Wisconsin Medical Board; potential violation of §448.08(4); entity must be dissolved and reformed as service corporation or professional partnership.
Fix: Physicians must use service corporations or professional partnerships in Wisconsin. Before forming any entity for medical practice, consult with both a business attorney and your professional liability insurance carrier.
2. Skipping the 83(b) Election (Founders with Restricted Stock)
The problem: Founders receive stock subject to vesting but fail to file IRS Form 83(b) within 30 days. Result: Massive tax bill when shares vest (even if you haven’t sold anything).
Example: Founder receives 1M shares at $0.001/share FMV ($1,000 total). One year later, 250K shares vest at $1/share FMV = $250K ordinary income, requiring immediate tax payment on phantom income.
Fix: File 83(b) within 30 days of grant. Pay tax on $1,000 upfront. When shares vest, $0 additional tax. Save tens of thousands in taxes.
3. Failing to Maintain Corporate Formalities (Piercing Risk)
The problem: No board meetings, no minutes, no resolutions, commingling corporate and personal funds, treating corporation as “alter ego.”
Result: When sued, court pierces the corporate veil and holds directors/shareholders personally liable for corporate debts.
Fix: Hold annual shareholder meetings (or document written consents), hold quarterly board meetings (or consents), maintain separate bank accounts, maintain corporate records book with all required documents, document all major decisions in board resolutions.
4. Missing Annual Report Deadlines → Administrative Dissolution
The problem: Forget to file annual report by quarter-end containing anniversary date. DFI administratively dissolves the corporation. You can’t sue in Wisconsin courts, and reinstatement requires back fees.
Fix: Set calendar reminders 30 days before quarter-end. File online at DFI Business Entity File Online (takes <5 minutes). Fee: $25/year online.
5. Electing S-Corp Status Without Understanding Restrictions
The problem: File IRS Form 2553 to elect S-corp tax treatment, then violate S-corp eligibility rules (>100 shareholders, non-U.S. shareholders, corporate/partnership shareholders, multiple classes of stock). Result: IRS terminates S-corp election → retroactive C-corp taxation + penalties.
Fix: Before electing S-corp, ensure:
- ≤100 shareholders (all individuals, estates, or certain trusts)
- All shareholders are U.S. citizens/residents
- Only one class of stock (all shares have identical rights to distributions and liquidation proceeds)
6. Granting Founder Equity Without Vesting
The problem: Co-founders each get 50% of stock upfront with no vesting. One co-founder leaves after 6 months. They keep 50% forever while remaining founder works for 3 years.
Result: VCs won’t fund you (cap table is a disaster), you can’t recruit a replacement without massive dilution, departed co-founder gets huge payout at exit for minimal work.
Fix: Standard 4-year vesting with 1-year cliff on all founder stock. Use reverse vesting (founders get shares upfront, but company has repurchase right at nominal price for unvested shares). File 83(b) within 30 days.
7. Using Registered Agent = Founder’s Home Address (Privacy Issue)
The problem: Registered agent address becomes public record, searchable by anyone. If you use your home address, you’ve just published your home address to the world.
Result: Junk mail, unwanted solicitations, privacy invasion, potential security concerns.
Fix: Use a commercial registered agent service ($100–$300/year) with a business address. Keep your home address private.
8. Service Corporation Ownership Violations
The problem: Service corp shareholders/directors are not licensed in the profession, or lose their license and fail to divest shares. Regulatory board investigates; entity may be forced to dissolve or face fines.
Fix: Ensure all service corp shareholders and directors meet licensing requirements under §180.1903. Include automatic redemption provisions in bylaws/shareholders agreement for disqualified shareholders.
9. Benefit Corporation Election Without Annual Statement Preparation Plan
The problem: Elect benefit corporation status, then forget about the annual benefit statement requirement (due within 30 days of fiscal year-end). No statement = breach of Chapter 204; shareholders can bring derivative action.
Fix: Before electing benefit corporation status, ensure you have resources to:
- Assess performance against a third-party standard (B Lab, GRI, etc.)
- Prepare and provide annual benefit statement to shareholders
- Consider stakeholder interests in major decisions (document in board minutes)
10. Foreign Corporation Operating in Wisconsin Without Registration
The problem: Delaware/Nevada corporation does business in Wisconsin (office, employees, sales) but never files for authority to transact business. Gets sued; can’t defend in Wisconsin court because not qualified. Liable for back fees + penalties.
Fix: If you’re transacting business in Wisconsin (not just isolated transactions), file Application for Authority with DFI before you start. Cheaper than penalties and inability to sue/defend.
My Services – Wisconsin Corporation Formation
I handle Wisconsin corporation formations as an attorney-led service, not a commodity filing shop. You work directly with me—an experienced business attorney—through the entire process.
Service Packages
Standard Formation
Best for: Straightforward business corporations with simple ownership
Includes:
- Name availability search and reservation (if needed)
- Articles of Incorporation drafting and filing with DFI
- Standard bylaws (single class of stock, simple governance)
- Organizational resolutions and board consents
- Stock certificates and ledger setup
- EIN application assistance
- Wisconsin DOR registration guidance
- First-year compliance calendar
Professional / Benefit Formation
Best for: Service corporations (PCs), benefit companies, or multiple founder scenarios with vesting
Includes everything in Standard, plus:
- Service corporation Articles and regulatory compliance review
- Licensing board coordination (Medical Board, etc.)
- Benefit corporation election and benefit statement setup (if applicable)
- Founder vesting schedule and restricted stock agreements
- 83(b) election preparation and filing assistance
- Shareholders agreement (buy-sell, redemption, transfer restrictions)
- Multiple classes of stock if needed
Equity Financing Ready
Best for: Venture-backed startups raising seed/Series A, or planning to raise equity within 12 months
Includes everything in Professional, plus:
- Delaware-standard governance documents (Wisconsin entity, VC-friendly terms)
- Option pool setup (equity incentive plan for employees)
- Preferred stock creation (if seed round imminent)
- Board observer rights and protective provisions drafting
- Cap table modeling and dilution scenarios
- Investor-ready data room setup (corporate records binder, minute book)
- SAFE/convertible note template review (if pre-seed fundraising)
- 409A valuation vendor coordination
Add-On Services
| Service | Fee |
|---|---|
| Foreign corporation registration (Authority to Transact Business) | $800 |
| S-corp election (Form 2553 preparation and filing) | $400 |
| Benefit company annual statement preparation | $600/year |
| Corporate records clean-up (missing minutes, consents, resolutions) | $1,200+ |
| Conversion (LLC to C-corp, or vice versa) | $2,000+ |
| Registered agent service (annual) | $200/year |
| Annual report filing service (ongoing compliance) | $300/year |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- Wisconsin expertise: Deep knowledge of Wisconsin corporate law (Chapter 180), professional practice regulations, and DFI filing procedures
- Medical/health-care focus: I understand CPOM requirements and service corporation compliance for physicians and health-care providers
- Startup-friendly: I understand venture financing, founder vesting, option pools, and 409A valuations
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, fundraising docs, and exit planning as you grow
Contact & Booking
Ready to form your Wisconsin corporation? Let’s discuss your needs and determine the right package.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your Wisconsin Corporation?
Let’s discuss your entity structure, tax strategy, and compliance roadmap.
Email Me: owner@terms.law Schedule a Call