Starting a Professional Corporation in Wisconsin 2024: Ultimate Guide

Licensed professional? Level up your business with Wisconsin professional corporation! Enjoy unique benefits like Wisconsin LLC, such as limited liability, tax perks, and a polished image. Our step-by-step guide unravels the essentials for smooth compliance and the right fit. LLCBase has your back with expert guidance, so make an informed decision and triumph in Wisconsin with your professional corporation today!

This guide will review the requirements for starting a professional corporation in Wisconsin, explore the advantages and disadvantages of this business structure, and help you determine if it is the right fit for your business goals.

What is a Professional Corporation

A Professional Corporation (P.C.) is a unique type of corporation designed for licensed professionals, such as doctors, dentists, lawyers, architects, and accountants. Forming a P.C. allows licensed professionals to offer their services through a corporate structure, providing them with the benefits of a traditional corporation, such as limited liability protection and tax advantages. Forming a professional corporation in Wisconsin is a popular choice due to the thriving professional landscape and business-friendly environment. When starting a professional corporation, choose a reliable formation service in Wisconsin.

The primary purpose of Wisconsin Professional Corporation is to protect its owners from personal liability for the corporation’s actions. The shareholders’ personal assets are protected if the professional corporation faces legal issues. Moreover, Wisconsin professional corporations can offer certain tax benefits, such as deducting employee benefits and operating expenses. These advantages make forming a professional corporation an attractive option for many professionals in Wisconsin.

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Who Can File Under Professional Corporation Laws

Under Wisconsin Professional Corporation laws, only certain licensed professionals are eligible to form a professional corporation. The specific professions allowed to form a P.C. may vary slightly by state, but in Wisconsin, the following professionals can typically form a professional corporation:

Each profession has its governing licensing board, which sets specific rules and regulations for forming and operating a professional corporation. It is essential to check with the relevant board and state laws to ensure that your profession is eligible to form a professional corporation and to understand the specific requirements associated with your profession.

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Structure of a Professional Corporation

• Shareholders: Wisconsin Professional Corporation’s shareholders must be licensed professionals in the same field as the corporation’s purpose. For example, if a professional corporation is formed to offer legal services, all shareholders must be licensed attorneys. This requirement ensures that the professional corporation’s management comprises qualified individuals with relevant expertise.
• Directors: The directors of a professional corporation in Wisconsin are responsible for overseeing the corporation’s operations and making high-level decisions. The directors must also be licensed professionals in the same field as the corporation’s purpose. The number of directors required depends on the specific licensing board’s regulations, but typically a minimum of one director is needed.
• Officers: The officers of Wisconsin Professional Corporation manage the professional corporation. Officers typically include a President, Secretary, and Treasurer. However, additional officers can be appointed as needed. While not all officers must be licensed professionals, the President must hold a valid license in the same field as the corporation’s purpose.

Starting a Professional Corporation in Wisconsin: A Guide

Here is a detailed guide to starting a professional corporation in Wisconsin that you should follow.

Step 1: Appointment of Registered Agent

The first step in forming a Professional Corporation is appointing Registered Agent in Wisconsin. This individual or company will act on behalf of the corporation, receiving official notices and legal documents. The agent must have a physical address in Wisconsin and be available during regular business hours.

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Step 2: Choosing the Name of the Corporation

Selecting a name for your Wisconsin Professional Corporation is crucial. The name must be unique and appropriate, including the words “professional corporation” or the abbreviation “P.C.” It must also comply with the rules and regulations of the governing licensing board and should not be confusingly similar to an existing corporation’s name.

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Step 3: Drafting of By-laws

By-laws are the internal rules and regulations governing the management and operations of the professional corporation. These should include provisions related to the appointment of directors, issuance of shares, and any restrictions imposed by the licensing board.

Step 4: Appointment of Board of Directors

The board of directors oversees the management and operations of the Wisconsin Professional Corporation. Directors must be licensed professionals in the same field as the corporation’s purpose.

Step 5: Conduction of Board Meetings

Regular board meetings are essential for maintaining the proper functioning and compliance of the professional corporation. The by-laws should specify the frequency, notice requirements, and procedures for conducting these meetings.

Step 6: Issuance of Corporate Shares

Shares represent ownership in the corporation. The professional corporation must issue shares to its shareholders, who must be licensed professionals in the same field. Share issuance should comply with the by-laws and any restrictions imposed by the licensing board.

Step 7: Comply with State Requirements

Forming Wisconsin Professional Corporation requires compliance with specific state requirements, such as obtaining necessary permits and licenses, paying fees, and adhering to rules and regulations the governing licensing board sets forth.

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Step 8: Filing of Statement of Information

Wisconsin professional corporations must file an annual report with the Wisconsin Secretary of State. This document includes essential information about the corporation, including its name, address, Registered Agent, and directors.

Step 9: Getting Tax Permits from the State

The professional corporation must obtain the necessary tax permits from the Wisconsin Department of Revenue, such as an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).

Step 10: Opening of a Bank Account

Finally, open a separate bank account for the Wisconsin Professional Corporation to maintain proper accounting and financial records.

Fees Associated with Professional Corporation in Wisconsin

Here are some of the most common fees when starting a professional corporation in Wisconsin.

• State Laws and Regulations: To form a professional corporation in Wisconsin, it is crucial to comply with the state laws and regulations governing professional corporations. The Wisconsin Statutes Chapter 180 and the specific licensing board’s regulations for each profession outline the requirements and restrictions for professional corporation formation. Before starting the process, professionals should consult with their licensing board to ensure they meet the necessary qualifications.
• Incorporation Process: Once the licensing requirements are met, the next step to form a professional corporation in Wisconsin is to draft and file the Articles of Incorporation with the Wisconsin Secretary of State. This document includes essential information about the corporation, such as its name, address, purpose, and number of authorized shares. Filing the Articles of Incorporation requires a filing fee currently $100 for most professions. However, it is essential to check with the Wisconsin Secretary of State for the specific fee associated with your profession.
• Naming Requirements: You must follow specific rules when choosing a name for a Professional Corporation in Wisconsin. The name must include the words “Professional Corporation,” “P.C.,” or “Prof. Corp.” Additionally, the name cannot be misleading or too similar to an existing corporation’s name. Conducting a name search with the Wisconsin Secretary of State is recommended to ensure the chosen name is available. This search is free, but reserving a name before filing the Articles of Incorporation requires a reservation fee of $15 online and $15 mail.
• Articles of Incorporation: The Articles of Incorporation is a critical document for forming a professional corporation in Wisconsin. It outlines the corporation’s essential information, such as the name, address, purpose, and number of authorized shares. The Articles must also include a statement that the corporation is a professional corporation and the specific profession it practices. Once completed, the Articles of Incorporation must be filed with the Wisconsin Secretary of State, accompanied by the appropriate filing fee.
• Additional Fees and Costs: In addition to the filing fees mentioned above, forming Professional Corporation in Wisconsin may involve other costs, such as:
  • Annual Report: professional corporations must file an initial Statement of Information with the Wisconsin Secretary of State every Anniversary quarter of the corporation of filing the Articles of Incorporation. The filing fee for this form is $25.
  • Licensing and Permit Fees: Depending on the specific profession, the governing licensing board may require additional licensing and permit fees.
  • Registered Agent Fee: Hiring of Registered Agent service will likely involve an annual fee of $50 – $150, which can vary depending on the service provider.
  • Legal and Accounting Fees: Forming a professional corporation may involve consulting with attorneys and accountants, which can result in additional professional fees.

Advantages of a Professional Corporation

• Limited Liability Protection: One of the main benefits of a professional corporation is its limited liability protection to its shareholders. This means the shareholders’ assets are protected from the corporation’s debts and liabilities.
• Tax Benefits: Professional Corporations enjoy specific tax benefits, such as deductions for business expenses and the ability to retain earnings within the corporation.
• Business Credibility: Operating as a professional corporation can enhance the credibility and reputation of the professional services, demonstrating a commitment to compliance and professionalism.
• Continuity of Operations: A professional corporation has a perpetual existence, ensuring the continuity of operations even if the shareholders or directors change.

Disadvantages of a Professional Corporation

• Complexity and Cost of Formation: Forming a professional corporation can be more complex and costly than other business structures, such as sole proprietorships or partnerships.
• Ongoing Compliance Requirements: professional corporations must adhere to ongoing compliance requirements, including regular board meetings, filing annual reports, and maintaining proper records.
• Limited Flexibility in Management: professional corporations may need more flexibility in management, as the board of directors must consist of licensed professionals in the same field.

Taxation of Professional Corporations

Here are the taxes that your professional corporation must pay in Wisconsin:

Federal income tax

A professional corporation in Wisconsin is subject to federal income tax on its net earnings. However, a P.C. can elect to be taxed as an S corporation, which allows the corporation’s income, deductions, and credits to pass through to the shareholders. This can result in significant tax savings by avoiding double taxation.

State taxes

Wisconsin Professional Corporation is also subject to state taxes, such as the Wisconsin franchise tax, which is based on the corporation’s annual net income. Additionally, depending on the nature of its operations, the professional corporation may be subject to other state and local taxes, such as payroll and sales taxes permit in Wisconsin.

Tax deductions and exemptions

A professional corporation in Wisconsin can take advantage of various tax deductions and exemptions, such as deductions for employee benefits, operating expenses, and depreciation. These deductions can help reduce the corporation’s taxable income, ultimately leading to tax savings for the P.C. and its shareholders.

Alternatives to Professional Corporations in Wisconsin

If you decide that a professional corporation is not for you, then you might consider the following alternatives.

• Sole Proprietorships: A simpler business structure is where an individual operates the business under their name without limited liability protection.
• Partnerships: Two or more individuals join to operate a business, sharing profits, losses, and responsibilities.
• Limited Liability Companies (LLCs): A hybrid business structure that combines the limited liability protection of a corporation with the tax benefits and flexibility of a partnership.
• S-corporations: Starting an S Corp in Wisconsin avoids double taxation by allowing income, losses, and deductions to pass through to the shareholders’ personal tax returns.

FAQs

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How to Save Money While Forming Wisconsin Professional Corporation

One of the first steps to saving money when forming a Wisconsin professional corporation is to have a clear plan in place. Before you start the process, take the time to research and identify the specific requirements and expenses associated with forming a professional corporation in Wisconsin. This will help you create a realistic budget and make informed decisions about where to allocate your resources.

Next, consider consulting with professionals who can help guide you through the formation process. While it may seem counterintuitive to spend money on legal or financial advice, the expertise and guidance of professionals can help you avoid costly mistakes and ensure that your professional corporation is set up correctly from the start. By investing in professional assistance, you can save money in the long run by avoiding potential legal issues or oversights.

When it comes to filing documentation and paperwork, be sure to shop around for the best rates and options. There are many online resources and services available that can help you file the necessary paperwork for a professional corporation at a fraction of the cost of hiring a traditional attorney or accountant. By doing some research and comparing prices, you can find cost-effective solutions for the administrative aspects of forming your professional corporation.

Additionally, consider taking advantage of any available tax benefits or incentives for new businesses in Wisconsin. By understanding the tax implications of forming a professional corporation, you can structure your business in a way that maximizes tax savings and reduces your overall financial burden. Be sure to consult with a tax professional to ensure that you are taking full advantage of any available tax breaks for your professional corporation.

Finally, look for ways to cut unnecessary expenses and streamline your operations as you form your professional corporation. Consider starting your business from a home office or shared workspace to reduce overhead costs. Additionally, be mindful of your spending and avoid unnecessary expenses that may not directly contribute to the success of your professional corporation.

In conclusion, forming a Wisconsin professional corporation does not have to break the bank. By creating a clear plan, seeking professional guidance, being strategic with your filing and administrative costs, taking advantage of tax benefits, and cutting unnecessary expenses, you can save money while successfully establishing your professional corporation. With careful planning and smart decision-making, you can set your professional corporation up for success without draining your finances.

Conclusion

Wisconsin Professional Corporation can offer several benefits for licensed professionals. However, it is essential to carefully consider the proper structure and compliance requirements before proceeding. Seeking professional guidance in forming a professional corporation can help ensure a smooth process and enable professionals to focus on providing their services. Visit LLCBase for more information about starting a professional corporation in Wisconsin.