Step #1 to Form an LLC | Incorporation in Wisconsin :

Check Name Availability & File Articles

of Organization

Once you decide to Form an LLC | Incorporation in Wisconsin , you need to choose a name. Almost any name will work so long as it is not the same or deceptively similar to a name already being used by another LLC or corporation. You can check on name availability with the State Filing Office (SFO) or Secretary of State’s Office.

The name you choose for your LLC must end with the words Limited Liability Company or an abbreviation such as LLC or L.L.C. For example, you could have Jones Plumbing, Limited Liability Company or Jones Plumbing, LLC.

The first official step in forming an LLC is to file Articles of Organization with the SFO and pay the required filing fee. Most states provide a required form for filing Articles of Organization (sometimes referred to as a Certificate of Organization).

Each state has its own procedure for filing Articles of Organization so you will need to check with the SFO to find out if you can file online or whether you must do it by mail or some other method.

WARNING: Many people think that filing with the state is all they have to do to Form an LLC | Incorporation in Wisconsin . This can be a costly mistake when it comes to liability protection. In order to completely and fully Form an LLC | Incorporation in Wisconsin , you need to follow the rest of the steps outlined below. If you don’t, then the limited liability protection provided by forming an LLC may be at risk. If you’d like to know why, watch the short video from attorney Bob Montgomery.

Step #2 to Form an LLC | Incorporation in Wisconsin :

Conduct Organizational Meeting

The shareholders and directors in a corporation traditionally hold meetings and prepare minutes of meetings. This is how official corporate business is conducted and is often referred to as the corporate formalities. One of the benefits when you Form an LLC | Incorporation in Wisconsin is that there is no legal requirement for the LLC to hold meetings and prepare minutes of the meeting. However, it is still a wise business practice to document important business decisions. In addition, it helps demonstrate or prove that the LLC is being operated as a separate legal entity which is important for liability protection purposes.

It is best to have some form of organizational meeting soon after the initial Articles of Organization are filed to Form an LLC | Incorporation in Wisconsin. Typical minutes of an organizational meeting would include such items as the approval and ratification of the Articles of Organization and the Operating Agreement, a statement concerning who is managing the LLC and each member’s percentage of ownership interest in the newly formed LLC.

We show you a simple yet very effective way to accomplish this without actually holding a meeting. It’s called a “Consent in Lieu of Meeting” and can be used for any action which needs to be taken by the LLC.

Step #3 to Form an LLC | Incorporation in Wisconsin :

Prepare and Sign an Operating Agreement

for Your LLC

Once the Articles of Organization have been filed, the members (owners) of an LLC should prepare and sign an Operating Agreement. This is not required by law but is one of the important steps in maintaining your liability protection and preventing future disagreements between the members.

The Operating Agreement for a newly formed LLC is an essential document which sets forth the rights, duties and obligations of the members of the LLC. It also sets forth whether the LLC will be managed by the members (owners) or by certain other individuals or entities. Furthermore, the Operating Agreement usually establishes the ownership percentages or sharing ratios between the members of the LLC and will set forth such things as the division of profits and the distribution of income.

In addition to acting as an agreement between the parties involved in the LLC, the Operating Agreement also strengthens your limited liability protection in the sense that it shows you have completed the organization of the LLC and are in compliance with the process. It helps demonstrate that your LLC is being operated as a separate legal entity. This is true even though you may only have a one member or a one owner LLC.

The State Filing Office or Secretary of State does not provide Operating Agreements. This is something you have to do. You may find some samples online but you need to be careful with boilerplate agreements – they may contain essential provisions. If you want to get a good Operating Agreement for your LLC, one that is used by many attorneys, then give us a call. We’ll be glad to help.

Step #4 to Form an LLC | Incorporation in Wisconsin : Obtain a New Employer ID# (EIN) from the IRS

There are actually two steps in one but they can be combined. It’s fairly self evident or obvious but each separate legal entity, such as your LLC, requires a new or different federal tax identification number (EIN) from the Internal Revenue Service (IRS). This is true because the entity is considered separate and apart under the law from the individual owners. The exception to this with LLC’s is when you have a one person LLC. When a limited liability company or LLC is owned and operated by just one person, that person has the option of reporting taxes under his/her own social security number or obtaining a new EIN #. We can get an EIN No. for your new LLC for you.

If a new EIN# is required then you need to file form SS-4 with the IRS. You can get the form from a post office that has tax forms, from an accountant or you can now apply online which is probably the easiest and fastest way to get a new EIN# for your LLC .

New Bank Account for LLC :

A lot of people ask why they can’t just continue using their old bank account for their new limited liability company or LLC. Again, the theory of liability protection is that the LLC is a legal entity, separate and apart from the individual owners. A separate legal entity requires a separate bank account.

If your business is ever sued, one of the important issues a court may look at in deciding questions of liability is whether the members or owners of the LLC have co-mingled their personal and business funds and assets. In other words, do the owners pay for personal expenses out of the LLC bank account or visa versa. Obviously, if you are using the same bank account for your LLC and personal needs, then you will be co-mingling the funds.

The use of a separate bank account and the paying of company bills only from that bank account and the paying of personal bills from a separate personal bank account helps prove or establish the existence and operation of your limited liability company or LLC as a separate legal entity.

Conclusion: If you organize and operate your newly formed LLC properly, you are entitled to limited liability protection, which provides a shield between business debts or obligations and your personal assets. The principle is that the LLC is a legal entity separate and apart from its owners. If a legal action is brought against you, you need to be able to prove or demonstrate that you have operated the LLC as a separate legal entity. Since each case is decided on the facts particular to that case, there is no way to guarantee that a person will have the liability protection of an LLC. However, if you follow the steps outlined above, you put yourself in a much stronger position to insure the liability protection you want and deserve from forming an LLC .

If you want to Form an LLC | Incorporation in Wisconsin , just give us a call or shoot me an email – we’re always happy to visit with you.

Form an LLC | Incorporation in Wisconsin – Toll Free 1-888-527-6207 | bmontgomerylaw@gmail.com