Out of State Organizations
Out of State Organizations Transacting Business in Wisconsin
Chapters 178, 179, 180, 181, and 183 of the Wisconsin Statutes contain a general provision that a foreign (out-of-state) corporation, nonstock corporation, limited partnership, limited liability company, cooperative association, or limited liability partnership, shall not transact business in this state until it has obtained a certificate of authority or registration from the Department of Financial Institutions.
The prescribed application forms are available upon request from the department,
P O Box 7846
Madison WI, 53707-7846
Or phone at (608) 261-7577 / TTY (608)266-8818
Not all activities in which a foreign entity may engage constitute the transaction of business for the purposes of the licensing requirement. Those exceptions are reproduced on the reverse of this statement. (Note: The exceptions recited relate to Ch. 180 and 181 foreign corporations, but closely mirror the exceptions for other types of foreign entities. Refer to Chs. 178, 179 and 183 for the exceptions for foreign limited liability partnerships, limited partnerships or limited liability companies.)
The Division of Corporate & Consumer Services is the filing unit for the applications, but is not vested with regulatory powers with respect to the conduct of business by the entities it licenses, nor does it police compliance with the licensing requirement.
Its ministerial function in filing the applications precludes it from rendering a legal opinion on whether or not specific activities constitute the transaction of business. It is suggested that a foreign entity transacting, or contemplating the transaction of, business in Wisconsin consult its legal counsel on whether or not those activities require it to obtain a certificate of authority or registration.
Qualifying a Foreign Corporation in Wisconsin
How to Apply
Submit Form 21 (and Form 21-A, if indicated) for for-profit corporations, or Form 121 for nonstock, including non-profit, corporations, with the filing fee and a current certificate of status issued within the past 60 days by the custodian of corporate records in the home state, to:
Department of Financial Institutions
If sent by courier, Express or Priority US mail, address to:
You may request expedited service for any document filing. It will receive attention by the close of the business day following that on which it is received. Clearly mark documents "FOR EXPEDITED SERVICE" and provide an additional $25.00 for each item.
The availability of a corporate name is determined at the time of filing of the application for certificate of authority or an application to reserve a name. No name can be assumed to be available unless confirmed by written acknowledgement from this department.
A corporation may apply to reserve exclusive use of a corporate name by delivering an written or telephone application to the department. The application must include the name and address of the applicant and the name proposed to be reserved. If accepted, the name will be reserved for a period of 120 days. The reservation may be renewed.
The Corporation Section does not license foreign banks, building (or savings) & loan associations, credit unions, insurance companies or motor clubs whose activities constitute that of an insurer. No certificate of authority is required under Chapters 180 and 181 for:
- Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding.
- Holding meetings of the board of directors, shareholders or members, or carrying on other activities concerning internal corporate affairs.
- Maintaining bank accounts.
- Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation's securities or memberships, or maintaining trustees or depositories with respect to those securities or memberships.
- Selling through independent contractors.
- Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
- Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
- Securing or collecting debts or enforcing mortgages and security interests in property securing debts.
- Owning, without more, property.
- Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
- Transacting business in interstate commerce.
To maintain its qualification, a foreign corporation must promptly file its annual report, continuously maintain a registered agent and registered office in Wisconsin, and promptly apply for an amended certificate of authority in the event it changes its corporate name, its period of existence, or its date or state of incorporation.
A foreign corporation intending to offer architectural or professional engineering services or a charitable organization soliciting donations in this state may have a registration requirement with the Department of Regulation and Licensing. Phone (608) 267-1397.