A foreign corporation must obtain a “certificate of authority” before transacting business in Wisconsin. This document proves that the corporation is authorized to do business in the state.
The filing fee depends on the number of shares outstanding and the capitalization amount. For example, $100,000 worth of stock with no paid-in capital requires a filing fee of $500. If there are 50,000 shares of stock, the filing fee is $2,500.
If you plan to issue securities, offer insurance, or provide accounting services, you must file a certificate of authority.
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What does a Wisconsin authority certificate entail?
A Wisconsin certificate of authority is used to establish a corporation in Wisconsin. In addition to filing the documents with the Secretary of State, the applicant must pay a fee, complete a form, and submit it to the Department of Financial Institutions. This process ensures that the applicant meets certain requirements and allows the state to regulate the activities of the company.
When do I need a certificate of authority?
A Certificate of Authority (COA) is required if you want a foreign entity to establish an office or physical location within your state. You cannot open an office or physical address without one. You must obtain a COA before beginning a contract or job if you hire employees.
Before starting a contract or a project, you should apply for the COA. You can find out what it costs to file for a COA here.
How can I obtain a Wisconsin authorization certificate?
A Wisconsin Certificate of Authority is needed if you want to sell life insurance through a licensed broker. You must apply directly to your home state agency. Contact your home state agency for information about how to complete your application.
Your application must include all documents requested by the state.
For Foreign Corporations:
A foreign corporation must obtain an “authority to do business” in Wisconsin before conducting business here. This includes obtaining a certificate of authority from the state Division of Financial Institutions.
To qualify for a certificate of authorization, a company must file an Application for Authority to Conduct Business form, pay the filing fee, and submit documents showing the company’s corporate structure and operations. The DFI will issue the certificate if these conditions have been met.
For Foreign Limited Liability Companies:
An LLC will automatically obtain a Certificate of Good Standing if it meets all other requirements. However, a foreign LLC does not need a registered agent or principal office in Wisconsin.
For Foreign Nonprofit Corporations:
A foreign nonprofit corporation must apply with the Wisconsin Department of Finance if it meets certain requirements.
The application should include all required information. If the corporation receives approval, the department will send a letter stating whether the corporation has been granted a certificate of authority.
Foreign Limited Partnerships:
This form is used to apply to become a partner or member of a domestic limited partnership in Wisconsin.
A foreign corporation must file a certificate of authority with the Secretary of State to transact business in Wisconsin.
The DFI does not charge a separate filing fee for applications under this section.
Foreign Limited Liability Partnerships:
Foreign limited liability partnerships (LLPs) are an alternative investment strategy that allows foreign investors to invest in American companies without complying with the Securities Act of 1933. An LP is similar to a partnership except it does not require partners to be residents of the same jurisdiction. Instead, each partner is required to be a resident of a different jurisdiction. This makes it easier for foreign investors to enter into transactions with U.S.-based entities.
To register a foreign LLC or LP, certain information needs to filed with the Wisconsin Division of Financial Institutions. In addition to filing documents with the division, foreign LLPs must file a Form W-8BEN form with the IRS.
The following documents need to be submitted to the division:
• Articles of Organization – The articles of organization must include the name of the foreign entity, address where the entity is located, names of directors, officers and managers, and the date the articles were signed.
• Operating Agreement – The operating agreement must contain the name of the foreign LLC or LLP, addresses where the entity is located and registered agent, names and addresses of members, description of duties of members, names and addresses of managers, and provisions regarding management fees.
• Certificate of Good Standing – The certificate of good standing must list the name of the foreign LLP or LLC, address where the entity operates, dates of formation, expiration, and current status of the entity.
• Annual Report – The annual report must provide basic financial statements such as balance sheet, income statement, cash flow statement, and notes to shareholders.
Frequently Asked Questions
What is the state agency that accepts out-of-state registration?
The Division of Corporations, Securities, and Professional Licensing works closely with financial institutions and brokers/dealers to ensure securities laws comply. Our office administers the registration requirements of the following states: California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Virginia, Vermont, Washington, West Virginia, Wisconsin, Wyoming, Guam, Puerto Rico, American Samoa, Virgin Islands, Federated States of Micronesia, Marshall Islands, Northern Mariana Islands, Palau, Republic of Korea, Singapore, and Taiwan.
Are there ongoing Wisconsin annual reports and initial reporting requirements?
Annual reports in Wisconsin are due on March 31st. Notice of your corporation annual return filing due date will be mailed on a postcard and sent via email. You must file it online or by mail. If you choose to do it online, you will pay $10 per person filing, while the standard filing fee is $25.
Filing your annual report online is free, however, and will include electronic signatures. This option allows you to submit your form electronically without printing paper forms. To use this method, simply go to www.mywi.gov/corporation and select “File Form Online.”
How can I tell if I require an authority certificate in Wisconsin?
All entities must file an annual report with the Secretary of State. This report contains basic financial data about the entity, including profit or loss statements, balance sheets, and tax returns. For additional information about filing a Wisconsin Annual Report, please contact the Secretary of State.
If you are a foreign corporation, limited liability partnership, limited liability company, or unincorporated association doing business in Wisconsin, you must register with the Secretary of State under Chapter 180. Registration allows us to provide information on how to comply with foreign businesses’ laws. We also collect fees based on the type of registration needed.
Once registered, we send you a Notice of Intent to Register. This notice tells you that we plan to conduct a survey of your business operations and ask you questions about your plans for operating in Wisconsin. This survey aims to determine whether you meet our qualifications for registering as a foreign business.
We will mail you a questionnaire asking you to complete several questions regarding your business operations. We also ask for copies of certain documents, such as articles of organization, articles of incorporation, federal income tax returns, and state sales and use taxes.
Can I be my registered agent in Wisconsin?
Yes! You can be your registered agent in Wisconsin. However, if you want to do business in Wisconsin, you must register as a foreign corporation.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.