Wisconsin Certificate of Authority

A Wisconsin Certificate of Authority is a crucial legal document that grants permission to a business entity to conduct operations within the state of Wisconsin. This certificate is typically required for out-of-state companies looking to expand their activities into Wisconsin, ensuring compliance with state regulations and taxation laws.

Obtaining a Wisconsin Certificate of Authority demonstrates a company’s commitment to operating in a compliant and legitimate manner within the state. It signifies that the business has met the necessary requirements set forth by the Wisconsin Department of Financial Institutions and other relevant regulatory bodies, allowing it to establish a formal presence and carry out business activities in Wisconsin.

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What is a Wisconsin certificate of authority?

Businesses must register with the Wisconsin Department of Financial Institutions before conducting operations in Wisconsin. Companies incorporated in another state typically seek a Wisconsin certificate of authority to establish themselves as a foreign entity, avoiding the need to create a new entity.

Failure to operate with a certificate of authority may lead to penalties. Apart from state requirements, licensing agencies, banks, and vendors often request this certificate.

When is a certificate of authority necessary?

Common reasons for obtaining a certificate of authority include:

• Establishing a physical presence in a different state
• Employing individuals residing in the state
• Commencing work under a contract in a new state
• Fulfilling vendor or bank requirements
• Meeting licensing authority specifications

How can I acquire a Wisconsin certificate of authority?

To secure your Wisconsin Certificate of Authority, you must submit an Application for Certificate of Authority along with necessary documents from your home state. You are also required to designate a registered agent for your application to be accepted. It is crucial to carefully follow the state’s guidelines to prevent rejection due to minor errors.

For Foreign Corporations:

Agency: Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Form: Form 21 Foreign Business Corporation – Certificate of Authority Application and/or Amended Certificate
Agency Fee: $100 minimum fee plus $3 for every $1,000 of a for-profit corporation’s capital exceeding $60,000 employed or to be employed in Wisconsin.
Law: WI Stat § 180.1503
Certified Copy Requirement: Not required
Certificate of Good Standing Requirement: Certificate of existence, good standing, or status, dated within 60 days.

For Foreign Limited Liability Companies:

Agency: Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Form: Foreign Limited Liability Company Certificate of Registration Application
Filing Method: Mail or online
Agency Fee: $100
Law: WI Stat § 183.1004
Certified Copy Requirement: Not required
Certificate of Good Standing Requirement: Not required

For Foreign Nonprofit Corporations:

Agency: Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Form: Application for Certificate of Authority – Foreign Nonstock Corporation
Agency Fee: $100
Law: WI Stat § 181.1503
Certified Copy Requirement: Not required
Certificate of Good Standing Requirement: Certificate of existence, good standing, or status, dated within 60 days.

For Foreign Limited Partnerships:

Agency: Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Form: Form 321 Foreign Limited Partnership Application
Agency Fee: $75
Law: WI Stat § 179.82
Certified Copy Requirement: Not required
Certificate of Good Standing Requirement: Not required

For Foreign Limited Liability Partnerships:

Agency: Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Form: Form 621 Foreign Limited Liability Partnership Registration Statement
Agency Fee: $100
Law: WI Stat § 178.1003
Certified Copy Requirement: Not required
Certificate of Good Standing Requirement: Not required

What documents are required from my home state?

In addition to the application, you must also provide:

• Corporation: Certificate of existence, good standing, or status, dated within 60 days.
• Nonprofit Corporation: Certificate of existence, good standing, or status, dated within 60 days.

Who is a registered agent?

A registered agent accepts legal documents and official notices on behalf of your business. When applying for a Wisconsin Certificate of Authority, you must name a registered agent with a physical address in the state. P.O. Boxes are not acceptable.

Many businesses lack a physical address in a new state. By listing our local registered agent address on your application, you can meet the state’s requirements. Our registered agent service is available for a flat rate of $99 per year and offers same-day document scanning in all 50 states and DC, easily added to your certificate of authority order.

How can I contact the state?

Wisconsin Department of Financial Institutions (DFI) – Division of Corporate and Consumer Services – Corporations Bureau
Physical Address: 4822 Madison Yards Way, North Tower, Madison, WI 53705
Mailing Address: Box 93348, Milwaukee, WI 53293
Phone: (608) 261-7577
Fax: (608) 267-6813
Website: DFI Business Entities Information
Name Search: Wisconsin DFI Corporate Search
Forms: DFI Business Entities Forms
Online Filing: Wisconsin DFI Online Filing
Email: DFICorporations@dfi.wisconsin.gov