The Corporation Bureau of the Division of Corporate & Consumer Services at the Department of Financial Institutions is the filing office for the organizational instruments to create corporations, limited partnerships, limited liability partnerships, and limited liability companies, as well as documents to amend those charters in some respect or other. The unit also licenses foreign (out-of-state) organizations desiring to transact business in Wisconsin. Additionally, the bureau maintains the video service franchise and Homeowners' Association registry.
Corporate Transparency Act
Please
note that the Department of Financial Institutions does not administer
the CTA and is unable to answer specific questions regarding
compliance.
Where can I get more information on this topic?
This
information is provided on behalf of the Department of the Treasury and
FinCEN, which administers the CTA's reporting requirements. Visit the
webpages below or contact FinCEN for more information:
FinCEN's beneficial ownership information webpage:
FinCEN's small entity compliance guide
FinCEN's FAQs: FinCEN email: FRC@fincen.gov
FinCEN's Regulatory Helpline: 1-800-767-2825
FinCEN's contact form
The Corporate Transparency Act (“CTA") was enacted by Congress on a bipartisan basis on January 1, 2021, as part of the National Defense Authorization Act. The CTA seeks to prevent and combat money laundering, terrorist and proliferation financing, serious tax fraud, and other financial crimes by making it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque structures. Among other reforms, the CTA requires most corporations, limited liability companies, and other similar entities formed or registered to do business in the United States to report information about their beneficial ownership to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of Treasury.
What entities are required to file reports with FinCEN?
The CTA's reporting requirements apply to corporations, limited liability companies, and other entities created by filing a document with the Department of Financial Institutions or a similar office in another state (such as a secretary of state's office). The CTA refers to these entities as domestic reporting companies. The CTA's reporting requirements also refer to entities formed in another country that have registered to do business in the United States by filing a document with the Department of Financial Institutions or a similar office in another state. The CTA refers to those entities as foreign reporting companies.
Several types of types of entities are exempt from these reporting requirements, including tax-exempt entities. The FinCEN resources below provide more information on reporting requirements and exemptions.
When does the CTA take effect?
A domestic reporting company formed prior to January 1, 2024 must file its initial report with FinCEN by January 1, 2025.
A domestic reporting company formed during calendar year 2024 must file its initial report with FinCEN within 90 calendar days of the date it first receives direct or public notice that its formation has become effective. A domestic reporting company formed in Wisconsin receives notice of its effective formation in two ways: (1) direct notice is sent to the filer in an email from the Department of Financial Institutions stating that the company's articles of incorporation, articles of organization, or other formational document has been accepted and filed; and (2) the same day, public notice is provided by adding the newly formed company to the DFI's public corporate records database.
A foreign reporting company registered prior to January 1, 2024, must file its initial report with FinCEN by January 1, 2025.
A foreign reporting company first registered during calendar year 2024 must file its initial report with FinCEN within 90 calendar days of the date it first receives direct or public notice that its registration has become effective. A foreign reporting company registered in Wisconsin receives notice of its effective registration in two ways: (1) direct notice is sent to the filer in an email from the Department of Financial Institutions stating that the company's certificate of authority, registration statement, or other registration document has been accepted and filed; and (2) the same day, public notice is provided by adding the newly registered company to the DFI's public corporate records database.
The form for reporting beneficial ownership information will be posted on FinCEN's beneficial ownership information webpage once the CTA takes effect. FinCEN will begin accepting beneficial ownership information reports on January 1, 2024.
Important Update: 2021 Wisconsin Act 258 was enacted on April 15, 2022. The Act makes several revisions to Chapters 178, 179, 180,
181, and 183 of the Wisconsin Statutes, including modifications to the
required content or fees associated with some types of filings. For
those filings affected by Act 258, the DFI Corporations Bureau’s forms
page now includes new or updated forms. Documents filed with the
Corporations Bureau after April 16, 2022 should use the updated forms. Document fees are reflected on the relevant form or on the Corporations Bureau’s online fee schedule.
Frequent Links
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