Find out how to qualify your LLC to conduct business in Wisconsin.
If you own a company that was founded in a state other than Wisconsin, you must qualify or register it in Wisconsin in order to conduct business there. The requirements for qualifying your international (non-Wisconsin) limited liability corporation (LLC) to conduct business in Wisconsin are summarized below.
What exactly is a Foreign LLC?
If your LLC was founded in another state, it is referred to as a foreign LLC in Wisconsin. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Mississippi, for example, an LLC founded in Alabama is a foreign LLC.
Doing Business in Wisconsin
If you are “transacting business” in Wisconsin, you must register your foreign company with the state, according to Wisconsin’s LLC Act. What exactly does this mean? Well, Wisconsin’s LLC Act, like most others, does not define the word “transacting business” with connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Wisconsin’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 183.1002 of the Wisconsin Statutes or the Wisconsin Department of Financial Institutions’ (WFDI) foreign entities homepage for a complete legal definition of each of the listed things.
If your LLC’s only operation in Wisconsin is one or more of the activities mentioned above, you should not be required to register with the state.
Registration Certificate
You must submit a Foreign Limited Liability Company Application for Certificate of Registration with the Wisconsin Department of Financial Institutions to register your firm in Wisconsin. The application form may be downloaded on the WFDI website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a Wisconsin registration application, you must provide:
If necessary, the name of your LLC as registered in the state where it was formed; the fictitious name under which your LLC will operate in Wisconsin (required if the original name or something very similar is already in use by another Wisconsin registered business or the original name does not comply with Wisconsin’s LLC naming rules).
the state in which your LLC was formed the date your LLC was formed
the name of your Wisconsin LLC’s registered agent
the Wisconsin street address of your LLC’s registered office
the street location of the office that your LLC is obliged to keep in the state where it was formed, or, if no such office is needed, the street address of the LLC’s major office
an indicator of whether your LLC is controlled by members or by managers
an indication of whether your LLC has done business in Wisconsin without being registered, and if so, further information about how long it has done business without being registered (used to compute fees and penalties)
a declaration stating that you are applying on behalf of a foreign LLC, as well as an authorized signature with a date and indication of whether the signer is a member, manager, or attorney-in-fact.
You may file on paper or electronically. The filing cost is one hundred dollars.
What Happens If You Do Not Sign Up?
If your LLC does business in Wisconsin without permission, it cannot sue in any of the state’s courts. Furthermore, your LLC will be required to pay any costs owed for each year it operated without registration, as well as penalties of up to $5,000. However, not being registered does not render your LLC’s obligations null and void or prohibit it from defending a lawsuit in Wisconsin. Furthermore, a member of the LLC is not accountable for the debts and liabilities of the LLC only because the organization conducted business in Wisconsin without a certificate of registration.
Forming a Foreign Corporation
The regulations and standards for international qualifying in Wisconsin are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Wisconsin, visit the Wisconsin Department of Financial Institutions website.