Bringing an Outside Corporation Into Wisconsin

Under Wis. Stat. 180.1501, a corporation chartered by any other state or country is foreign, and it cannot begin transacting business here before holding a certificate of authority. The office that grants it is the Department of Financial Institutions, in its Division of Corporate and Consumer Services, which keeps a counter in Madison. Wisconsin has a Secretary of State, but business entity filings are not handled there.

The certificate makes the corporation subject to the same duties as a Wisconsin corporation of the same kind, without letting the state regulate its internal affairs, which stay governed by the home state's law. A foreign corporation's date of incorporation and duration are recorded on the application, not changed by it.

Nobody defines transacting business for you here. The statute offers a roster of exempt activities introduced by "include but are not limited to," so treat it as examples. The eleven entries:

• Pursuing, defending or settling any proceeding, whether civil, criminal, administrative or investigatory
• Board and shareholder gatherings, plus other routine governance business
• Keeping bank accounts
• Running an office or agency that handles the corporation's own stock transfers, or using trustees and depositaries for that stock
• Selling through independent contractors
• Taking orders that are not binding until they are accepted outside Wisconsin
• Lending money, or taking on or acquiring debt, mortgages and security interests in property
• Pursuing unpaid debts and foreclosing on mortgages or other collateral
• Owning property, without more
• One transaction wrapped up in 30 days and not part of a recurring pattern
• Interstate commerce

Property ownership is on the list, which means a corporation that holds a Wisconsin building or equipment and does nothing further here has no registration duty on that account. The same is true of a bank account and of lawsuits it brings or defends. Activity beyond these items, such as running a branch, staffing a location or regularly performing services in Wisconsin, is where the statute's silence becomes risk. If your facts sit between the lines, Wisconsin counsel can say which side you fall on.

The filing is called Form 21, and the state prints it for foreign business corporations only. DFI offers no online version of it. You mail one original in black ink, with a check made out to DFI, to the department's Milwaukee post office box, or to the Madison street address if you use express mail. A route also exists for paying online and e-mailing the paper documents.

The base fee is $100 under the statute and the form. The state adds $3 for every $1,000, or fraction, of Wisconsin capital above $60,000, calculated on items 14 and 15 of the form from the corporation's gross business and property in and outside the state. A qualified new business venture skips that charge. A corporation with modest Wisconsin activity usually pays only the base amount. Filing fees are not refundable, and optional speed costs $100 for next business day, or $250 and $500 at the Madison counter for four-hour and one-hour handling.

The application asks for:

• The corporation's name and state or country of incorporation, with its date of incorporation and whether it is perpetual
• The registered agent (name and e-mail) and the Wisconsin registered office street address
• The principal office, which may be outside Wisconsin
• Officers and directors with addresses
• Authorized and issued shares by class and par value
• The capital to be represented in the state, and the fee computation
• Whether the corporation did business before applying, with a supplement if it did
• Signature by an officer

Wisconsin wants current evidence from the state of incorporation. Section 180.1503(2) says the corporation delivers a certificate of status, or a similar authenticated document, carrying an issue date within the 60 days before delivery. Form 21 repeats the 60-day limit, describes the document as one that some states label existence or good standing, and states that a certified copy of the charter documents will not do instead.

You order the certificate from the filing office in the home state, so the 60 days start when that office issues it. Order it close to the day you mail the application. If the paperwork sits and the certificate ages out, DFI will want a new one.

The name used in Wisconsin must be distinguishable on DFI's records from other entities and from reserved or registered names. If the home name is not available, the corporation may adopt a fictitious name by board resolution, certified by an officer, filed with the application on Form 21B. Reserving a name in writing costs $15.

An agent is required

Wisconsin does not leave the agent optional. Under 180.1507 the corporation must always name a registered agent, located at a registered office, and that office must be an actual street address. Mail drops, mailbox services and answering services are rejected. Eligible agents are an individual resident of Wisconsin who is located at the registered office, or a corporation, LLC, partnership or similar entity (Wisconsin-organized, or foreign but authorized to do business here) whose own business office sits at that address. Wisconsin also expects the agent to have e-mail and a business location within the state. Changing agents is a Form 13 statement of change, which costs $25 on paper or $10 online.

The annual report comes due in the first calendar quarter after the year of authorization, which means March 31. DFI states that the fee is $65 when filed online and $80 on paper, and the report includes a fresh capital computation that can add a fee when the state's share of the corporation's capital grows. The notice goes by e-mail to the registered agent.

A corporation that fails to file within four months of March 31 is subject to revocation of its certificate. Changing the name, the incorporation date or duration, or the state of incorporation needs an amended certificate of authority; DFI charges $40 for it. Withdrawal runs through Form 24 and costs $40. Taxes with the Department of Revenue are a separate registration. Charitable solicitation, where it applies, is a separate DFI program.

Until a foreign corporation holds a required certificate, Wisconsin courts will not hear a case it starts, and the same is true for a successor and for anyone who takes over its claim. A judge may pause such a case to decide whether registration was necessary. None of this erases the corporation's acts or its title to property, and defending itself is still allowed.

The money side is separate. Counting each calendar year of unauthorized business, even a partial one, the corporation owes DFI the fees and charges that registration and on-time reports would have produced, with a penalty of half that figure, capped at $5,000. The certificate is not issued while any of it is unpaid, and the attorney general may enforce the debt. Form 21's supplement does the arithmetic: $65 for each year of missed annual reports, the $3 capital charge on the highest capital represented, and then the penalty. Registering before operations begin means no supplement.

Mainstay Filing's qualification service is built for a corporation like yours. It completes Form 21 from the details you give, files it with the Department of Financial Institutions, and supplies a Wisconsin registered agent. The first year of the agent comes with the service; after that the agent costs $149 annually. You provide the home-state information, including the certificate of status, which you order from the home state yourself. The corporation keeps its annual report and tax obligations.

Wisconsin's agent rules allow entity agents that have a business office in the state, which is how a commercial agent can serve. The Wisconsin foreign qualification page lists current checkout charges, and for the agent without the registration, see the Wisconsin registered agent page. Mainstay Filing is a filing and agent company rather than a law firm.