Wisconsin Certificate of Authority

Related: Get a Wisconsin Registered Agent

If your company was not incorporated in Wisconsin, but you wish to do business there, you need to file an Application for a Wisconsin Certificate of Authority.

Wisconsin Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Wisconsin.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Wisconsin Certificate of Authority:

The Wisconsin Statutes contain a general provision that a foreign (out-of-state) corporation, nonstock corporation, limited partnership (LP), limited liability company (LLC), or limited liability partnership (LLP), shall not transact business in this state until it has obtained a Wisconsin Certificate of Authority or registration from the Department of Financial Institutions.

Foreign for-profit companies must submit Form 21 (and Form 21-A, if indicated). Non-Profit Corporations must submit Form 121. The filing fee for corporations who are for-profit depend on opening stock value with a minimum of a $100 fee. Non-profit corporations' filing fees are $45.

For foreign LLCs, you must submit a Foreign LLC Form 502. The cost to file is $100.

Furthermore, if an entity would like to apply for foreign qualification in Wisconsin, a Certificate of Good Standing is required from their home state, dated within 60 days of the Wisconsin filing.

Finally, you must also appoint and list a Wisconsin Registered Agent, which must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the Wisconsin Division of Corporate and Consumers office directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Certificate of Authority in Wisconsin?

Wisconsin maintains its corporate statutes online. On their website you can view the state’s business regulations, which include some examples of activities that do not constitute transacting business.

The most common reasons for applying for a certificate of authority include:

• Opening an office or physical location within the foreign state

• Hiring an employee who resides within the state

• Before beginning a contract or a job in a new state

• A vendor or bank’s requirements

• Licensing authority requirements

Keep in mind that even if a Wisconsin Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Wisconsin Annual Requirements

Once you have Foreign Qualification in Wisconsin, state law requires an annual report to be filed by all entities

This report carries a fee of $25 for LLCs and corporations. Foreign entities must file their annual report by the end of the first quarter, March 31st. For specific requirements tailored to your annual report, you can visit Wisconsin's Department of Financial Institutions website.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.