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Corporations

The Corporation Section of the Division of Corporate & Consumer Services at the Department of Financial Institutions is the filing office for the organizational instruments to create corporations, limited partnerships, limited liability partnerships, and limited liability companies, as well as documents to amend those charters in some respect or other. The unit also licenses foreign (out-of-state) organizations desiring to transact business in Wisconsin.

Fraudulent Filings

It is a Class I felony in Wisconsin for a person to knowingly file a false corporate document if the person intends that document to be filed or delivered to the Department of Financial Institutions. The Department reports fraudulent filings to the Department of Justice or local district attorneys for criminal prosecution. See Wis. Stat. sections 178.0120 (4), 180.0129, 181.0129, and 185.825.

Entity ID Theft

Identity theft is the top ranked for-profit crime in the United States affecting not only individuals but also businesses, with theft losses to businesses amounting to billions of dollars each year. See here and here. According to Dun & Bradstreet, the losses to an individual business often reaches the mid-six figures by the time the criminal activity is detected. See here. Business identity theft is not a security or data breach that leads to the loss of confidential customer data, but it is the “actual impersonation of the business itself”, [see here] where a criminal poses as the owner, officer, or employee of a business to falsify business records, defraud suppliers and creditors, or fraudulently obtain cash, loans, or tax refunds. See here. The Department of Financial Institutions is here to help businesses by providing educational resources and offering suggestions on how to monitor your business registrations to guard against identity theft, and information on how to respond if your business becomes a victim.

Protect Your Business

Take the following initial steps to protect your business from identity theft:

  • Obtain a commercial credit report for your business from one of the three major credit bureaus at: Equifax, 800-685-111; Experian, 800-311-4769; TransUnion, 800-888-4213, or other credit reporting agency.
  • Sign up for electronic notifications with your bank, other creditors, and service providers.
  • Monitor accounts and bills and immediately report any suspicious activity to the originating company.
  • Do not share any sensitive information over email or on any web-based service.
  • Periodically check your business’ filings with the DFI.
  • If your business ceases to conduct business, file Articles of Dissolution with the DFI to legally dissolve the entity.

These are your first steps to protecting your business. Your effort should not stop there. For more information on additional steps to protect your business, see Helpful ID Theft Resources

Are you the victim of a fraudulent filing?

If you believe your business is a victim of identity theft, you should immediately take the following steps to begin the recovery process:

  • Report the theft to your local law enforcement agency and obtain a police report.
  • Report the theft to the FTC.
  • Contact all of your business’ banks or credit providers and report the theft.
  • Contact the credit reporting agencies and speak with the fraud department to report the crime and view your business credit report.
  • Place a fraud alert on your business accounts.
  • Contact creditors where fraudulent accounts were opened, and request copies of all documentation used to open or access the accounts.
  • Contact the US Postal Inspection Service to determine if the criminals changed your mailing address.
  • Check your business’ filings with the DFI to determine whether any changes have been made to the information on file that will necessitate the filing of any documents.
  • If a false or fraudulent document has been filed to your business entity record, be sure to get a certified copy of the fraudulent filing before updating your records with the DFI. The certified copy of the fraudulent filing may be used as evidence in court.
  • Contact the IRS.

Helpful ID Theft Resources

Here are some key resources on business ID theft.

Beware of Suspicious Notices

Once a business entity or registration is properly formed, incorporated, organized or registered on record with this office, it is not required to purchase or receive a certificate of status to be considered valid. Any notices or solicitations received stating otherwise are not from the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services. Carefully review all solicitations, notices, and websites that offer various business filings, registrations, and/or copy and certification services at prices above the required departmental fees. Questions? Email DFICorporations@dfi.wisconsin.gov or call (608) 261-7577. Thank you!

Beware of Misleading Solicitations

The Wisconsin Department of Financial Institutions (DFI) and the Better Business Bureau Serving Wisconsin (BBB) are warning businesses about solicitations designed to look like invoices arriving through postal mail and being reported to both DFI and BBB from “WI Certificate Service.” Learn more here. Questions? Email DFICorporations@dfi.wisconsin.gov or call (608) 261-7577. Thank you!

What's New

New Fees for LLP’S

The Wisconsin Legislature has enacted Administrative Rule DFI-CCS 10.04, related to fees for documents filed under Chapter 178, Wis. Stats. This rule is effective April 1st. You can view the new fee schedule here. The updated forms are now on our forms page here.

Qualified New Business Ventures

Effective June 1st, 2018, for Foreign Business Corporations who meet the requirements set forth in sec. 238.15(1) to be a Qualified New Business Venture, the fees associated with filing a Certificate of Authority (form 21); Annual Report (form 18) and Application for Withdrawal and Final Report (form 24) will be a flat fee. For more information regarding Wisconsin Act 156 and the forms required to qualify as a Qualified New Business Venture, click here.

Student Entrepreneurs

Effective May 1, 2018, any eligible college student in Wisconsin who creates a Limited Liability Corporation (LLC) may have the $130 filing fee waived. The waiver was made official when Governor Scott Walker signed Wisconsin Act 177 into law earlier this year. The forms, along with instructions on how to submit them, are available on the DFI website at Student Entrepreneur.

Cash transactions will no longer be accepted

As of January 3, 2017, The Department of Financial Institutions will no longer accept cash for filing and copying services. Customers that come to the Department to complete these transactions are encouraged to use alternate payment options that include the use of personal checks, cashier checks and money orders.

Customers can also save time and resources by using the Department's online services at: www.wdfi.org.

This transition is made to simplify and reduce the risk to transactions management, and enhance the safety and security of our customers.

For more information please contact us at 608-261-7577 or by e-mail at DFICorporations@wisconsin.gov

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Update on Revised Uniform Partnership Act

2015 Wisconsin Act 295, which repeals and recreates the Wisconsin Uniform Partnership Act (Chapter 178, Stats.), took effect July 1, 2016. Act 295 adopts, with modifications, the Revised Uniform Partnership Act, as amended by the National Conference of Commissioners on Uniform State Laws in 2013. The Act governs the creation and operation of partnerships, including limited liability partnerships.

A partnership formed on or after January 1, 2018, will be governed by Chapter 178, as recreated by the Act. A partnership formed prior to January 1, 2018, also will be governed by the recreated Chapter 178, beginning on January 1, 2018, unless the partnership elects to be governed by the recreated Chapter 178, prior to the date. However, a partnership formed prior to January 1, 2018, may choose to continue to be governed by prior law rather than by the recreated Chapter 178.

More information about Act 295 can be found by clicking here.

General Information

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To Contact the Corporations Division by telephone, call (608) 261-7577.