Wisconsin generally requires most registered business entities to file an Annual Report with the Wisconsin Department of Financial Institutions (DFI), Division of Corporate and Consumer Services. This report updates the state with current information about your entity, helping to maintain its active status and good standing.
The due date for your Annual Report depends on when your entity was originally formed or registered in Wisconsin:
Domestic Entities (formed in Wisconsin): Your annual report is due by the last day of the quarter in which you originally registered or incorporated your business.
If registered Jan 1 – Mar 31, report due by March 31.
If registered Apr 1 – Jun 30, report due by June 30.
If registered Jul 1 – Sep 30, report due by September 30.
If registered Oct 1 – Dec 31, report due by December 31.
Foreign Entities (registered in Wisconsin but formed in another state): Your annual report is generally due by March 31st each year, regardless of your registration date.
You can typically file your annual report as early as January 1st of the year it’s due.
Why is it important to file? Maintaining good standing with the State of Wisconsin is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fees:
While some sources indicate no direct late fee for the annual report for some entity types if filed late but before administrative dissolution, other sources indicate specific late fees for certain entity types (e.g., corporations and LLCs may not have a specific late fee, but the fee to reinstate after dissolution is higher). It’s always best to file on time to avoid any potential issues.
For LLPs, the annual report filing fee for foreign LLPs is $65, and domestic LLPs pay $25.
“Delinquent” or “Administratively Dissolved/Revoked” Status: If the annual report is not filed, your entity will eventually be declared “delinquent” and may be administratively dissolved (for domestic entities) or its authority to transact business revoked (for foreign entities). This means your business can no longer legally operate in Wisconsin.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use if it is dissolved.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Wisconsin courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports, payment of all accumulated fees, and potentially a separate reinstatement fee (e.g., $100 for LLCs and corporations, plus annual report fees for each missed year). While there’s generally no time limit to reinstate in Wisconsin, it’s always advisable to do so promptly.
Specific Requirements by Entity Type in Wisconsin:
For Corporations (For-Profit & Professional) in Wisconsin:
Annual Report (Wisconsin Department of Financial Institutions – DFI):
Frequency: Annually.
Due Date: By the last day of your anniversary quarter (domestic) or March 31st (foreign).
Filing Method: Can be filed online (recommended) or by paper form.
Filing Fee:$25.00 online; $40.00 by paper (Domestic). $65.00 online; $80.00 by paper (Foreign).
Wisconsin Corporation Franchise/Income Tax (Wisconsin Department of Revenue – Form 4 or 4T):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers). Non-profits with UBTI are due by the 15th day of the 5th month.
Tax Rate: The Corporation Franchise/Income Tax rate is 7.9% of net income.
Economic Development Surcharge (EDS): An EDS is also typically due for corporations with gross receipts over $4,000,000, or a minimum of $25 or 3% of gross tax liability.
Estimated Payments: Required if estimated tax liability meets certain thresholds.
Extensions: An extension to file is generally available (matches federal extension or automatic 7 months if no federal extension), but this is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
For Limited Liability Companies (LLCs) in Wisconsin:
Annual Report (Wisconsin Department of Financial Institutions – DFI):
Frequency: Annually.
Due Date: By the last day of your anniversary quarter (domestic) or March 31st (foreign).
Filing Method: Can be filed online (recommended) or by paper form.
Filing Fee:$25.00 online; $40.00 by paper (Domestic). $65.00 online; $80.00 by paper (Foreign).
Wisconsin Income Tax (Wisconsin Department of Revenue – various forms):
Frequency: Annually.
Taxation: Wisconsin generally follows the federal income tax treatment of LLCs.
Single-Member LLCs (Disregarded): Income and losses are typically reported on the owner’s individual Wisconsin income tax return (Form 1). No separate state-level entity return is generally filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership for federal purposes, it generally files Form 3, Wisconsin Partnership Return.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file the corresponding corporate (Form 4) or partnership (Form 3, if S-Corp) returns.
Pass-Through Entity (PTE) Tax: Wisconsin offers an optional PTE tax election for partnerships and S-corporations (including LLCs taxed as such). If this election is made, the entity can elect to pay income tax at the entity level.
Nonresident Withholding: LLCs taxed as partnerships with nonresident members may be required to withhold and remit Wisconsin tax on their distributive share of income if the PTE election is not made.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Wisconsin:
Annual Report (Wisconsin Department of Financial Institutions – DFI):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the Wisconsin DFI.
Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Due Date: By the last day of your anniversary quarter (domestic) or March 31st (foreign).
Filing Fee: $25.00 (Domestic); $65.00 (Foreign).
Limited Liability Partnerships (LLPs): These entities ARE required to file an Annual Report.
Due Date: By the last day of your anniversary quarter (domestic) or March 31st (foreign).
Filing Fee: $25.00 (Domestic); $65.00 (Foreign).
Wisconsin Partnership Income Tax (Wisconsin Department of Revenue – Form 3):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Requirement: Partnerships with income from Wisconsin sources generally must file Form 3, Wisconsin Partnership Return.
Pass-Through Entity (PTE) Tax & Nonresident Withholding: The optional PTE tax election and nonresident partner withholding may apply, similar to multi-member LLCs.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Wisconsin, please also note the following:
In addition to the DFI filing:
Annual Report (Wisconsin Department of Financial Institutions – DFI):
Frequency: Annually.
Due Date: By the last day of your anniversary quarter (domestic) or March 31st (foreign).
Filing Method: Can be filed online (recommended) or by paper form.
Filing Fee:$25.00 online; $40.00 by paper (Domestic Nonstock). $65.00 online; $80.00 by paper (Foreign Nonstock).
Charitable Organization Registration and Annual Renewal (Wisconsin Department of Financial Institutions – DFI, Division of Corporate and Consumer Services, Charitable Organizations Section):
General Rule: If your non-profit solicits charitable contributions in Wisconsin, it is generally required to register and file an annual renewal.
Due Date: Annually. The online renewal period is typically open from June 1st through July 31st, with a late charge beginning August 1st through September 30th.
Filing Fee:$15.00 if gross contributions are less than $1,000,000; $50.00 if gross contributions are $1,000,000 or more.
Required Attachments: This renewal requires answering online questions and submitting a copy of your federal IRS Form 990, 990-EZ, 990-N, or 990-PF. Audited financial statements may be required based on gross revenue. There is also a separate Annual Financial Report that must be submitted within 12 months after your fiscal year-end (this has no fee).
Wisconsin Exempt Organization Business Income Tax (Wisconsin Department of Revenue – Form 4T if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Wisconsin Exempt Organization Business Income Tax Return (Form 4T) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Wisconsin corporate income tax (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Wisconsin filings typically require verification or updating of the following:
Your entity’s legal name and Wisconsin Entity ID number.
The current principal office mailing address.
The name and physical street address of your Wisconsin Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs: Names and addresses of partners.
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, etc.).
For Non-Profits (Charitable Registration): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and a copy of your federal Form 990.
How can we assist you? We understand that navigating these compliance requirements, especially with Wisconsin’s unique “anniversary quarter” due dates for domestic entities and specific tax and charitable registration rules, can be complex. We are here to assist you with understanding and fulfilling your Wisconsin compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Wisconsin Department of Financial Institutions.
Assisting with the preparation and filing of your Wisconsin income tax returns (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Wisconsin DFI and, if applicable, the Department of Revenue and Charities Division.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Wisconsin compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
