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, 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
may be downloaded by clicking on Business Services and then under Services click on Corporations Forms. To find the appropriate form, scroll down or search to find the form (Form 21, 121, 321, 521 or 621).
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 listed below under "Registration Exceptions".
- Note: The exceptions recited relate to Chs. 180 and 181 for 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 Entity in Wisconsin
How to Apply
Corporations: Submit Form 21 for for-profit corporations, or Form 121 for nonstock 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. If the true name of the Corporation is unavailable for use in Wisconsin, attach a Form 21B to adopt a ficticious name.
Limited Liability Companies: Submit a Form 521 online or via paper with the filing fee. If the
true name of the LLC is unavailable for use in Wisconsin or does not comply with the naming requirements under ss.183.0112, Wis. Stats., you may adopt a ficticious name by entering such on the form.
Limited Liability Partnerships: Submit a Form 621 with the filing fee. If the
true name of the LLP is unavailable for use in Wisconsin or does not comply with the naming requirements under ss.178.0902, Wis. Stats., you may adopt a ficticious name by entering such on the form. Limited Partnerships:Submit a Form 321 with the filing fee. If the
true name of the LP is unavailable for use in Wisconsin or does not comply with the naming requirements under ss.179.0114, Wis. Stats., you may adopt a ficticious name by entering such on the form.
Registration Exceptions
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.
- Continuing Requirements
- 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.
Additional Assistance
A foreign corporation intending to offer architectural or professional engineering services in this state may have a registration requirement with the Department of Safety and Professional Services and can be reached at (608) 266-2112. A charitable organization soliciting donations in this state may address questions to the Department of Financial Institutions Charitable Organizations office at (608) 267-1711.
Contact Us
Phone: (608) 261-7577
Email: DFICorporations@dfi.wisconsin.gov
Mailing Address:
Wisconsin Department of Financial Institutions
Division of Corporate and Consumer Services
PO Box 93348
Milwaukee, WI 53293-0348
Physical Address:
Wisconsin Department of Financial Institutions
Division of Corporate and Consumer Services
4822 Madison Yards Way, North Tower
Madison, WI 53705