Form a S-Corp in Wisconsin
Everything you need to know about forming a S-Corp in Wisconsin. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name for your S-Corporation that complies with Wisconsin naming rules, including the required designation such as 'Corporation,' 'Incorporated,' 'Corp.,' or 'Inc.' Verify name availability using the Wisconsin Department of Financial Institutions (DFI) online business name search tool.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Wisconsin who is authorized to receive legal documents and official notices on behalf of the corporation. The registered agent can be an individual Wisconsin resident or a qualified registered agent service.
15 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation (Form Corp 2) with the Wisconsin Department of Financial Institutions, either online or by mail, along with the $100 filing fee. The articles must include the corporate name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
Appoint Directors and Hold Organizational Meeting
Appoint the initial board of directors and hold an organizational meeting to adopt corporate bylaws, issue stock to shareholders, and establish corporate governance procedures. Document all decisions with formal meeting minutes.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Obtain an EIN from the IRS — Apply for a federal Employer Identification Number (EIN) from the IRS online at no cost, which is required to open bank accounts, hire employees, and file taxes. This can be completed immediately online through the IRS website.
- •File IRS Form 2553 for S-Corp Election — Submit IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status, ensuring all shareholders sign the form. The election must be filed no later than two months and 15 days after the beginning of the tax year in which the election is to take effect.
- •Register for Wisconsin State Taxes and Obtain Licenses — Register with the Wisconsin Department of Revenue for applicable state taxes, including Wisconsin income tax withholding if you have employees, and obtain any required business licenses or permits at the state and local level. Wisconsin S-Corporations must also file Wisconsin Form 5S annually.
Advantages
- ✓Pass-through taxation avoids double taxation, as corporate income and losses flow directly to shareholders' personal Wisconsin and federal tax returns
- ✓Shareholders who are active in the business may reduce self-employment tax liability by receiving a reasonable salary plus distributions, which are not subject to payroll taxes
- ✓Provides personal liability protection for shareholders, shielding personal assets from business debts and lawsuits
- ✓Wisconsin S-Corporations offer credibility and a formal structure that can attract investors, business partners, and lenders compared to sole proprietorships or partnerships
Considerations
- •Stricter IRS eligibility requirements limit S-Corps to 100 shareholders, one class of stock, and only U.S. citizens or permanent residents as shareholders, restricting growth and investment flexibility
- •Wisconsin requires ongoing compliance obligations including annual reports, formal corporate minutes, bylaws, and separate financial records, which demand more administrative effort than an LLC
- •Shareholders must receive a 'reasonable compensation' salary subject to payroll taxes before taking distributions, and the IRS scrutinizes compensation levels closely, creating potential audit risk
Annual Obligations
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