Frequently Asked Questions

For additional information, please see the Build Your Business section at Wisconsin.gov.

Searching The Corporate Registration Information System (CRIS)

• What information is available?
• Officer & Director Information
• Status, Status Dates & Transactions
• Glossary

Submitting Forms

• How do I get the forms to file?
• Do I need an attorney to help me file Articles of Incorporation
• How long does it take to get articles filed?
• I sent in articles for filing and have not heard anything yet?
• How do I expedite something?

Entity Types

• What types of Entities are filed at your office?
• What is the difference between a corporation and an LLC?

Names

• Name Availability & Reservation
• When is the Name Reservation form used?
• What if I do not want to reserve the name?
• I do not want to incorporate, but I want to register my company name. Where can I register my company name?
• I am starting a business/ planning on incorporating/ want to change my corporate name and I would like to know if the name is available.

How do I Obtain a Tax ID Number

• Where do I get a Sellers permit?
• How do I get a "tax number" (FEIN)?

General Questions

• How do I get the form for a sub "S" or sub "C" corpora?
• How do I obtain Officer/Director information or a copy of Articles of Incorporation for a Corporation?
• How do I get a Corporations status?
• I discovered that my corporation is "delinquent." What does that mean, how did it occur and how can I cure that condition?
• What if I need the owner's name?
• What is a Registered Agent and what do they have to do?
• What if we change our registered agent and/or office?
• What other services do you provide?
• Is there some way I can see the records without paying a fee?
• What are the service fees?
• I would like to do some research on my own on what is involved in starting a business. Do you have any materials available?

Next Economy

• Articles of Merger FAQ
• Certificate of Conversion FAQ

Searching The Corporate Registration Information System (CRIS)

What information is available?

Available Information

• reflects information extracted from charter documents (such as articles of incorporation, articles of amendment, application for registration, etc.) CRIS does not contain actual charter documents.
• provides a chronology of charter document filings and status changes.
• indicates the current and previous status(es) of an entity
• provides the locator number of annual reports filed by the entity.
• entities in existence on, or created since January 1st, 1977
• CRIS does not contain names/addresses of officers or directors, or any telephone numbers.
• CRIS information is updated daily.

Entities on Record

Wisconsin and licensed foreign (out-of-state)

• Business corporations
• Nonstock corporations (including domestic veterans organizations and Catholic congregations)
• Cooperative associations
• Limited partnerships
• Limited liability companies
• Limited liability partnerships
• Common Law Trusts

General partnerships and sole proprietors are not on record with DFI and may not be on record in any public office.
"Religious societies," organized under sec. 187.01, Stats., are on record with the Register of Deeds of the county within which their principal office is located

Older Information

Contact the department at 608-261-7577 for guidance on obtaining information on entities dissolved, merged or withdrawn prior to 01/01/1977.

Please read the disclaimer.

Officer, Director and Member Information?

The name and address of an entity’s officers and directors appears on the annual report it files with this Department. At this time, it is not available on the CRIS Web site. Domestic and foreign business and nonstock corporations,and domestic and foreign limited liability companies are obliged to file an annual report. The members of domestic limited liability companies are not on record with this Department. Not all entities are required to file an annual report. Accordingly, there is no information on record with respect to the officers, directors or members of limited partnerships, or limited liability partnerships.

You may obtain a copy of an entity’s most recent annual report (or other annual reports) by placing an order through our Online Order System at: www.wdfi.org/apps/oos/

Or, you may obtain a copy of an entity’s most recent annual report (or other annual reports) by submitting a letter request with the $5 service fee, or by filling out and submitting the Records Search and Document Reproduction Request Form (PDF: 84 KB / 3 pages) with the $5 service fee, for each report requested. Address request to:

Status, Status Dates & Transactions

"Status" means the entity’s condition in relation to the statutory law under which it is formed or governed. Conditions are characteristics indicating, for example, that an entity has been formed and is in existence; that it is current with its annual report filing requirement; that it has been voluntarily or involuntarily dissolved, or that its name is reserved. The CRIS status is not an assessment of the entity’s financial condition, stability, or business practices.

"Transaction" is a specific action or event, such as the filing of articles of incorporation or amendment, or revocation of certificate of authority.

A line entry on the Chronology page may represent a transaction, such as the filing of articles of incorporation or an amendment, or the establishment of a status, such as "DLQ – Delinquent," indicating an entity has not filed its required annual report. A single entry may have the character of both a transaction and a status. For example, an entry coded as "DIS" is both a transaction (the filing of articles of dissolution) and a status (reflecting the entity as dissolved).

Common Transaction and Status Codes

Glossary

Submitting Forms

How do I get the forms to file?

The department publishes forms for almost every type of transaction. They are available on the forms page.

Forms in hard copy format may be requested from

Indicate your mailing address and the type of transaction for which you need the form. Forms are not available via FAX because of poor image quality.

Do I need an attorney to help me file Articles of Incorporation?

Your situation will dictate whether or not you need an attorney, but it is not mandatory that you engage an attorney. The department has forms and instructions available, but cannot offer legal advice. The persons forming the business have the responsibility to select the appropriate type of entity (corporation, LLC, limited partnership, etc.) to use.
A lawyer can offer professional guidance in making this decision and in organizing the entity.

How long does it take to get articles filed?

Generally, charter documents are acted on within five working days after their receipt. During periods of high volume filing (end of calendar and fiscal years), delays in some types of transactions may occur. If you need your transaction completed sooner than that, you may request Expedited Service for an additional $25 fee.

I sent in articles for filing and have not heard anything yet.

Most transactions are acted on within five working days following their receipt by the department. You may call the department to confirm that a document has been received (608-261-7577), but its acceptance cannot be determined until it has been examined.

How do I expedite something?

Deliver your charter document or service request with an additional $25.00 Expedited Service fee for each transaction. You may remit fees by Visa or MasterCard. Mark the request conspicuously "FOR EXPEDITED SERVICE". Expedited service requests are acted by the close of business the following business day.

Entity Types

What types of Entities are filed at your office?

• Business Corporations
• Nonstock (Not-for Profit) Corporations
• Cooperatives
• Limited Partnerships
• Limited Liability Companies
• Limited Liability Partnerships
• Common Law Trusts
• Foreign (out-of-state) entities of the same types, licensed to transact business in Wisconsin
• Veterans organizations
• Certain types of religious corporations

This Office does not file Sole Proprietorships, General Partnerships or D/B/A's. For more information regarding these, please read Build Your Business - Create Your Business on Wisconsin.gov.

What is the difference between a corporation and an LLC?

A corporation is a general-purpose entity in which management is exercised by a board of directors elected by shareholders. "Ownership" in a corporation is reflected in the shares held by the individual shareholder.

A limited liability company has members (similar to a partnership) who may directly manage the company or who may vest management in one or more managers. It combines features of a partnership and a corporation. "Ownership" of the LLC is reflected in the individual "member's interest," i.e., the member's share of the profit and losses of the company, rights to receive distribution of assets, and to participate in the management of the company.

Please read the presentation Primer on Selection of a Business Entity (PDF: 76 KB / 21 pages) or Available Types of Business Entities (PDF: 121 KB / 9 pages).

Names

Name Availability

An Aid to Creating a Name for a Wisconsin Corporation, Limited Liability Company, Limited Partnership or Limited Liability Partnership

Two different name availability standards apply to filings with this department. One requires a name to be "distinguishable upon the records of the Department of Financial Institutions." This applies to filings made under chapters 178, 180, 181, and 183 (domestic and foreign corporations, limited liability companies and limited liability partnerships.) The other, which prohibits a name from being the "same as or deceptively similar" to another name, applies to domestic and foreign limited partnerships (Ch. 179). A charter document or application must specify the statutory authority under which the entity is being created or the name reservation is sought (e.g., Ch. 179, Ch. 183, etc.)

General Guidelines

Avoid prohibited or restricted word.

The word "insurance" is prohibited in a corporate name filed with the department unless the name makes clear that the corporation is not an insurance company. Corporate names that use words to describe or convey the impression that the corporation is engaged in the practice of architecture, professional engineering or designing must comply with the requirements of Ch. 443, Wis. Stats. (Contact Dept of Regulation & Licensing, (608) 266-5511) for details.) The word "cooperative" may be used only in the name of a cooperative association formed under Ch. 185, Wis. Stats., and may not be used by other business or nonprofit corporations.

NOTE: Entrepreneurs have several ways to designate use of a business name in Wisconsin. Incorporation or formation of a corporation, limited liability company, limited partnership or limited liability partnership requires filing with this department. Other methods, such as use of a tradename or sole proprietorship, involve optional registration or no filing at all. Accordingly, this department does not have record of all business names in use in Wisconsin. Moreover, filing for incorporation or other registration with this department does not provide absolute protection of a name against claims by persons who can establish prior rights to use of an identical or similar name. In choosing a name for your entity, we strongly suggest that you apply to the department for a name reservation and that you also review trade publications, telephone books, business directories and other resources that may show business names used by enterprises similar to your own.

Avoid words that are considered indistinguishable.

• Possessives and plurals
• Insignificant words (The, And, Of)
• Numbers and Letters (1/One)
• Generic words (corporation, incorporated, company, limited, cooperative, limited partnership, or
• abbreviations of those words, or abbreviations of "Wisconsin."

Reserve a Name

If time allows, apply to reserve a name prior to submitting the articles of incorporation/organization or name change amendment. Submit Form 1 (PDF: 163 KB / 2 pages) or letter application. Refer to application for appropriate fee.

Submit an Alternative Name

In a letter accompanying the document you submit for filing, provide a second choice name and authorize application of this alternative if your first choice name is not available. If your document has been rejected due to a name conflict, select a name that is dissimilar from the one that first caused your document and name choice to be rejected.

Name Availability Standard Under Chs. 178, 180, 181, or 183

An entity’s name must be "distinguishable upon the records of the Department of Financial Institutions" from the name of any other corporation, cooperative, limited liability company, limited partnership, or limited liability partnership on such records. It must be written in English letters or Arabic or Roman numerals. The Department may not restrict or prohibit the use of an entity’s name for any reason not related to these standards.

Examples

• Distinguishable on the Records (Acceptable)
  • Transfer Technology Corp. - - - Technology Transfer Inc.
  • Small Business Services, Inc. - - - Small Business Systems, Inc.
  • Roberts Construction, LLC - - - Roberts Construction Assoc., LLC
  • Smith Carriers, Inc. - - - New Smith Carriers, Inc.
• Indistinguishable on the Records (Not Acceptable)
  • A.A.A. Cleaners Company - - - AAA Cleaners Inc.
  • Amer Inc. - - - Amer Co., Inc.
  • ABC, Limited Liability Company - - - ABC, Corporation
  • Business Machines Limited - - - Business Machines LLC

The name of a corporation (except a service corporation under Ch. 180, Subchapter XIX) must contain the word "corporation", "incorporated", "limited", or "company" or the abbreviation "corp.", "inc.", "co." or "ltd.", or comparable words or abbreviations of like meaning in another language. The corporate name of a service corporation must end with the words "service corporation", "limited" or "chartered" or the abbreviation "ltd." or "SC". The name of a limited liability company must contain the words "limited liability company" or "limited liability co." or end with the abbreviation "L.L.C." or "LLC". The name of a limited liability partnership, or any fictitious name it may adopt, must contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or end with the abbreviation "L.L.P." Or"LLP". The term "cooperative," or an abbreviation thereof, may be used only by a cooperative association organized under Ch. 185 and may not be used by entities not so organized.

Name Availability Under Ch. 179

The name of a limited partnership may not be "the same as or deceptively similar" to that of any other domestic or licensed foreign corporation, limited liability company, limited partnership, or limited liability partnership on file with the department. Because the similarity of name is not limited to the records of the department, consideration must be given to whether a limited partnership name may look or sound like that of another entity. In addition, the location of the proposed limited partnership and the type of activity in which it will engage may be a factor in determining the likelihood of deception or confusion under this name standard.

Examples

• Not Deceptively Similar (Acceptable)
  • Halifax Wholesale Limited Partnership - - - Halifax Outlet Limited Partnership
  • Ford Dealers Association, Limited Partnership - - - Wisconsin Dealers Association, Ltd.
  • Walworth Parks Committee Limited Partnership - - - Park Users of Walworth, LLC
• Deceptively Similar (Not Acceptable)
  • St. Croix County Development Limited Partnership - - - St. Croix Development Limited Partnership
  • Selkirk, Huxtable and Simmons Limited Partnership - - - Selkirk, Huxtable, Simmons & Assoc. Limited Partnership
  • Contractor’s Funding Limited Partnership - - - Contracting Fund Limited Partnership

Name Registration Options for General Partnerships or Sole Proprietors

File a registration of tradename with the Secretary of State. Contact the Secretary of State at P O Box 7848, Madison WI 53707-7846, or by phone at 608-266-5653, for the prescribed application form.

File a statement on use of business name with the county Register of Deeds. See 134.17 of the Wisconsin Statutes for further information, and contact your county Register of Deeds for recording requirements. Wisconsin Register of Deeds Association forms

Although these optional registrations create a public record of your use of a business name, the registrations, in themselves, do not establish or reserve exclusive rights to use of a name.

When is the Name Reservation form used?

One intending to create a new entity (corporation, LLC, etc.) or anticipating applying for a certificate of authority for a foreign entity (foreign corporation, LLC, etc.) may want to determine that the name they intend to use is available for use in Wisconsin. For a variety of reasons, the organizers of a new entity may not want to reveal themselves until they file their organizational instrument, but do want to know that the name they intend to use will be available. Our clerks may provide verbal information on name availability, but the pool of available names changes hourly. The fact that the name is available today does not mean that it will be available the next day, because, in the interim, another filing may been made with DFI using the name.

Accordingly, reserving the name has the dual function of determining that the name is available, and forestalling any other party from adopting that name for the term of the name reservation. This is of utility to the organizers of a new entity, to an existing entity changing its corporate name, and to a foreign entity intending to transact business in Wisconsin.

What if I do not want to reserve the name?

Just submit your articles of incorporation or name change amendment and we will perform a name availability search at that time. You may supply a "second choice" name you would accept if your first choice is not available. If neither name is available, the document will be returned for you to select another name.

I do not want to incorporate, but I want to register my company name. Where can I register my company name?

You may file a statement with the county Register of Deeds, or file a trade-name registration with the Secretary of State. Obtain the trade-name registration form from Secretary of State, P O Box 7848, Madison WI, 53707 (Phone 608-266-5653), or from the Secretary of State website.

Generally, registering a name does not establish exclusive rights to use of a name or preclude others from registering the same or a similar name.

I am starting a business/ planning on incorporating/ want to change my corporate name and I would like to know if the name is available.

You can see the names already in use by searching our Corporate Registration Information System -(CRIS).

Or, you may call the Corporation Section at 608-261-7577 and ask our clerk to perform a search. The results of verbal searches are tentative, because the pool of available names changes daily and our operators do not have all information available to them. To confirm the availability of a name, make written Name Reservation Application.

No name should be assumed to be available until you have received written confirmation that your articles of incorporation or name change amendment has been examined and accepted ("FILED") by the department.

How do I Obtain a Tax ID Number

Where do I get a Sellers permit?

Sellers permits are handled by the Department of Revenue. For more information read Sales and Use Tax Frequently Asked Questions at the Department of Revenue.

How do I get a "tax number" (FEIN)?

Employer Identification Numbers are handled with the IRS. Please read the publication Understanding Your EIN - Employer Identification Numbers.

General Question

Where do I get a Sellers permit?

Sellers permits are handled by the Department of Revenue. For more information read Sales and Use Tax Frequently Asked Questions at the Department of Revenue.

How do I get a "tax number" (FEIN)?

Employer Identification Numbers are handled with the IRS. Please read the publication Understanding Your EIN - Employer Identification Numbers.

How do I get the form for a sub "S" or sub "C" corporation?

Sub. "C" and sub. "S" refer to subsections of the Internal Revenue Code signifying the federal tax status of a corporation. Articles of incorporation are filed with this department in the usual manner, but you need to contact IRS to have the corporation specifically recognized as a sub "C" or sub "S" corporation.

Please read frequently asked questions for Small Business/Self-Employed/Other Business at the IRS. You can reach IRS by phone at 1-800-829-1040 or at the IRS website.

How do I obtain Officer/Director information or a copy of Articles of Incorporation for a Corporation?

Corporations file Articles of Incorporation and an Annual Report with this department, and statements to keep their officer/director and registered agent/registered office information current. Search CRIS Corporate Registration Information System - CRIS to see what documents are on file. To obtain a copy of articles of incorporation and/or the most recently filed annual report, submit a request on Form SP50 (PDF: 84 KB / 3 pages).

NOTE: The department's records do not contain information concerning the officers, directors, members, managers or shareholders of LLC's, limited partnerships, or limited liability partnerships, sole proprietors, general partnerships, or business conducted under assumed names or DBA's.

How do I get a Corporations status?

This office will give verbal status over the phone, from our general number at 608-261-7577. You may also determine the status yourself by looking up the corporation using the Corporate Registration Information System - CRIS.

If you need written confirmation of a corporation's status, enter a request for a "Certificate of Status" using Form SP-48 (PDF: 118 KB / 3 pages).

I discovered that my corporation is "delinquent." What does that mean, how did it occur and how can I cure that condition?

A corporation goes delinquent because it failed to file its required annual report with this department. If a corporation is allowed to continue in delinquent status for an extended period, it runs the risk of being administratively dissolved.

Delinquent status may be cured by filing a current annual report and paying the back annual report fees. Call (608) 261-7577, provide the name and current address of your corporation and ask to be sent the appropriate forms to correct the delinquent status.

What if I need the owner's name?

Organizations are not required to reveal ownership information to this department. Corporations are obliged to file an annual report with the department, indicating the name and address of its officers and directors, but no information is disclosed with respect to the shareholders ("owners") of the corporation.

What is a Registered Agent and what do they have to do?

The registered agent is the person, resident in Wisconsin, designated by the corporation to receive official communications on its behalf, such as service of process, annual report forms, tax forms, etc. It may be an officer or employee of the corporation, or someone not directly involved, such as an attorney. It is important to keep the registered agent and registered office information current, as significant consequences could arise for failure to receive and act on important papers sent to the corporation's registered agent.

The physical address of the corporation's registered agent's business office is the corporation's "registered office."

What if we change our registered agent and/or office?

A corporation may change its registered agent or registered office by appropriately noting the change on its annual report filed with DFI, or by separately filing a Change of Registered Agent and/or Registered Office. (PDF: 11 KB / 3 pages)

What other services do you provide?

For a fee, the department will supply a certified copy of any filed document or issue a statement concerning the status of any entity on record.

The Corporate Registration Information System (CRIS) has some basic file information on 340,000 active and inactive entities.

Elements of the CRIS database are collected into a "Corporation Master File" available for purchase on CD. The file contains much of the information available on CRIS, but does not reflect officer/director information.

Verbal information on records, basic filing procedures and fees are provided by a Telephone/Reception unit operating during business hours.

Is there some way I can see the records without paying a fee?

Yes. Records are available for examination, without charge, at the department's offices at 345 W. Washington Ave, 3rd Floor, at Madison, during normal business hours. Copy machines are available for use for a nominal sum.

What are the service fees?

• Certificates of status - $10
• Certified Copywork - $10
• Simple copywork - $5 per document.

I would like to do some research on my own on what is involved in starting a business. Do you have any materials available?

The State of Wisconsin Internet Portal at Wisconsin.gov contains a link to Build Your Business a collection of information specifically designed to aid new business organizers. You are also invited to refer to the informational bulletin Available Types of Business Entities (PDF: 43 KB / 9 pages) on the DFI website.

We are:

Department of Financial Institutions
Division of Corporate and Consumer Services
Corporate Section

Mailing Address:

Express Mail Address:

Corporate Information Line 608-261-7577

Fax: 608-267-6813