How to Move an LLC to Wisconsin

There are many reasons why a business owner may want to move an LLC to Wisconsin. This article discusses the use of conversion, known in some states as LLC domestication, to transfer an LLC to Wisconsin.

What is Wisconsin LLC Conversion?

Wisconsin conversion is a legal process that allows an LLC to change its legal home state. Wisconsin law authorizes LLC conversions into Wisconsin and out of Wisconsin. That means an LLC organized in another state—a foreign LLC or out-of-state LLC—can convert to a Wisconsin LLC, or a Wisconsin LLC can convert to an out-of-state LLC.¹ In either case, the other state must also authorize LLC conversions.

An LLC conversion changes the state that primarily governs the LLC—called its state of organization or its domicile. An out-of-state LLC that uses the conversion process to change its domicile to Wisconsin becomes a Wisconsin LLC. After the conversion takes effect, the LLC is primarily governed by the Wisconsin Uniform Limited Liability Act.². The original state’s law no longer governs the company.³

Wisconsin law uses the same conversion procedure to change either an LLC’s state of organization or its entity type. Thus, a Wisconsin LLC can use the conversion process to become an out-of-state LLC or to become a Wisconsin corporation.

Some states use the name domestication for the legal procedure that changes an LLC’s state of organization. Wisconsin reserves the name domestication for transactions that change a non-United State entity into a Wisconsin LLC (or vice versa).⁴ For example, a Wisconsin domestication might change an LLC formed in Mexico—in Spanish a Sociedad de Responsabilidad Limitada (S.de R.L.)—into a Wisconsin LLC.

Why Transfer an LLC to Wisconsin?

Wisconsin’s LLC conversion process can be a handy tool for business owners who move to Wisconsin or who want Wisconsin’s business laws to govern the company. Any of the following motives might support an LLC conversion to Wisconsin:

• Owner convenience. An LLC owner who moves to Wisconsin may want to officially move the business, too. It can be more convenient for the same state’s law to apply to the owner and the business. The consistency reduces unnecessary administrative complexity and may make dealing with state agencies easier.
• Save on business taxes. A state can only tax a business if there is enough of a connection—or taxable nexus—between the state and the company. If an out-of-state LLC does most of its business in Wisconsin, a conversion to Wisconsin may end the requirement to pay taxes to the original state. Wisconsin also offers a variety of incentives for businesses—such as tax credits for development that creates employment and grants for employee training.
• Change to Wisconsin law. An LLC conversion changes the law that governs the business. A conversion to Wisconsin may be a wise tactic if Wisconsin’s business laws are better suited to the LLC. Wisconsin recently updated its LLC laws to allow more flexibility in how an operating agreement addresses an LLC’s management structure and the duties that members and managers owe to the company.
• Reduce the company’s annual reporting. An LLC that is formed in another state but does most of its business in Wisconsin typically files annual reports and pays annual fees in both states. A Wisconsin LLC conversion may reduce the company’s annual filing and fees if it ends the need to file annual reports with the original state.
• Simplify professional hiring. A Wisconsin LLC conversion may streamline the professional hiring process and allow for greater selection. Wisconsin-based accountants and attorneys will tend to be more familiar with Wisconsin’s rules than the rules of other states. Thus, LLC owners who live in Wisconsin can more easily identify qualified professionals if Wisconsin law governs the company.

What are the Benefits of Wisconsin LLC Conversion?

The LLC conversion process allows an out-of-state LLC to move to Wisconsin without interrupting the business’s day-to-day activities. A Wisconsin LLC conversion offers several advantages over other strategies for changing a business’s domicile.

• The LLC’s identity and EIN stay the same. A business that completes a Wisconsin LLC conversion is still the same entity.⁵ All that changes is the law that governs the company. A converting LLC therefore continues to use the same Employer Identification Number (EIN) and has the same commercial history. The continuity avoids unnecessary legwork and reduces the likelihood of
• Conversion does not affect the LLC’s bank accounts or other assets. The LLC keeps all its same assets throughout the conversion.⁶ There is no need to open new bank accounts or transfer assets to the Wisconsin LLC.
• Business contract remain valid. A Wisconsin LLC conversion does not impair or alter contracts the LLC entered into before the conversion. The LLC continues its business relationship, and contracts remain valid and enforceable.
• Day-to-day business is not disturbed. The LLC can keep doing its ordinary business as though conversion had not occurred. The company can continue operating as normal, and office locations can stay open. Conversion does not interfere with employment relationships, so there is no need to release employees.
• The LLC need not dissolve in the original state. The LLC conversion process does not require dissolution or winding up affairs in the original state.⁷ The out-of-state LLC simply continues its same existence as the Wisconsin LLC.
• There is no need to register as a foreign LLC. Registration as an out-of-state LLC is not an essential part of the conversion process. The company can choose to register as a foreign LLC in the original state if they will continue doing business there, but it is not essential.⁸

What LLCs Can Convert to Wisconsin LLCs?

Not all out-of-state LLCs can convert into Wisconsin LLCs. The initial question is whether the LLC’s current state allows LLC conversions. An out-of-state LLC that is currently organized in a state with no LLC conversion statute cannot convert to a Wisconsin LLC.⁹ The current state may call the procedure domestication—as long as there is a statutory process for changing an LLC’s domicile.

The out-of-state LLC must also be engaged in business that is permissible for Wisconsin LLCs. Wisconsin’s LLC law generally authorizes LLCs to engage in any lawful business. If another Wisconsin law specifically governs the type of business the LLC does, the company must satisfy all requirements under the specific law.¹⁰

Some states do not allow LLCs to provide professional services—which generally means services that cannot be provided without a license. The general rule is that Wisconsin LLCs can provide professional services.¹¹ However, a Wisconsin LLC that offers a professional service must have the necessary licenses and comply with all laws and regulations that govern the profession.

An out-of-state LLC should confirm that it meets all legal requirements and is eligible under any Wisconsin statute that governs its business before beginning a conversion to Wisconsin.

How Much Does Wisconsin LLC Conversion Cost?

An LLC’s costs for a Wisconsin conversion include labor costs charged by the service provider, filing fees charged by state agencies, and commercial registered agent fees (if the LLC hires one). The total cost to expect for an LLC conversion depends on the company’s current domicile state and the provider the company chooses.

Labor Costs

The service provider the LLC hires to prepare documents and manage the conversion will charge for its services. The total charges depend on the specific provider’s rates and the complexity of the conversion. Providers may offer a flat fee or an hourly rate for conversions. The work involved includes:

• Gathering information;
• Drafting conversion documents;
• Communicating with the LLC’s member or managers and with state agencies; and
• Filing documents.

Filing Fees

An out-of-state LLC that converts into a Wisconsin LLC will pay filing fees to the Wisconsin Department of Financial Institutions and to the current state’s agency that handles business filings (often the secretary of state’s office). Wisconsin charges a $150.00 filing fee for LLC conversions. That fee covers the articles of conversion and the articles of organization. The filing fee paid to the original state depends on the state where the LLC is currently domiciled.

Registered Agent Fees

Any LLC that does business in Wisconsin must designate a Wisconsin registered agent and registered office.¹² The registered agent’s name and contact information is listed with the Wisconsin Department of Financial Institutions. The registered agent’s job is to accept service of process and other official communications for the LLC.¹³

An LLC’s registered agent can be an individual Wisconsin resident or a business entity with an office physically located in Wisconsin. Although a member or manager can be an LLC’s registered agent. businesses often choose to hire a commercial registered agent—also called a registered agent service—to avoid publicizing members’ or managers’ information. Registered agent services also provide a consistent, reliable means of receiving important notices, and the fee is fairly low (typically around $100.00 – $200.00 per year).

How Long Does Wisconsin LLC Conversion Take?

A Wisconsin LLC conversion proceeds through multiple steps. The total time needed to convert an out-of-state LLC to a Wisconsin LLC depends on how long the parties takes to complete their steps

• How long the document preparer takes to organize and review information and draft the conversion documents;
• How long the members or managers take to agree on the terms of the plan of conversion, review draft conversion documents, and sign the final versions;
• How long the Wisconsin Department of Financial Institutions and current state’s equivalent office take to process the conversion documents.

The Wisconsin Department of Financial Institutions offers expedited processing for an extra $25.00 fee. Expedited filings are reviewed before the close of business on the day after the day in which the filing is received.

What Laws Govern Wisconsin LLC Conversion?

A Wisconsin LLC conversion must satisfy Wisconsin law and the law of the LLC’s current state. Wisconsin law controls issues like the filing requirements, effective date, and legal effects in Wisconsin. Wisconsin’s legal requirements for LLC conversions are described in more detail throughout this article.

The law of the LLC’s current state (the state where it is moving from) specifically determines:

• Whether conversion to Wisconsin is possible from the current state;¹⁴
• What the plan of conversion must include;¹⁵
• How the LLC’s members or managers must approve the plan of conversion;¹⁶ and
• What documents must be filed in the current state to complete the conversion.

What is the Wisconsin LLC Conversion Process?

The Wisconsin LLC conversion process consists of two components: document preparation and administrative tasks.

Document Preparation

An out-of-state LLC converting to a Wisconsin LLC must prepare multiple documents that set the terms of the conversion. Each document must comply with state law and the policies of any state agency with whom it is filed.

• Plan of Conversion. A Plan of Conversion that is designed to comply with the requirements of both Wisconsin law and the law of the state that the LLC is moving from.
• Wisconsin Articles of Conversion. The Wisconsin Articles of Conversion with all information and any related documents needed for filing with the Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division.
• Conversion Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term.¹⁷
• Wisconsin Articles of Organization. The Wisconsin Articles of Organization for filing with the Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division.
• Wisconsin Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Wisconsin LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Wisconsin organizational documents as the LLC’s governing documents.

Administrative Tasks

After the necessary conversion documents are ready, the LLC must complete several administrative tasks to officially adopt the conversion documents and implement the conversion to Wisconsin.

• Art. of Org has e-filing option.
• Art. of Org. form: The original must include an original manual signature
• Art. of Conversion form: requires manual signature; no e-filing option.
• Conduct preliminary name search. Check the official records of the Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division to determine whether the LLC’s name is available in Wisconsin. (If the name is unavailable, a slight name change may be required to complete the conversion.)
• Obtain signatures on the Articles of Conversion. The Articles of Conversion must be signed by the required parties. The Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division requires a manual (wet) signature on the Articles of Conversion.
• Obtain signatures on the Articles of Organization. The Articles of Organization must be signed by the required parties. The Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division requires a manual (wet) signature on the Articles of Organization (no e-signing).
• File the Articles of Conversion. File the Articles of Conversion with the Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division. The Consumer Services Division requires the Articles of Conversion to be filed by mail or in person (no e-filing).
• File the Articles of Organization. File the Articles of Organization with the Wisconsin Department of Financial Institutions’ Corporate & Consumer Services Division. The Articles of Organization should be filed alongside the Articles of Conversion as an attachment.
• File conversion documents with prior state. File the conversion documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Wisconsin LLC Conversion?

The Wisconsin LLC conversion process transfers an out-of-state LLC to Wisconsin without disrupting LLC’s ordinary operations. Wisconsin’s conversion law outlines the procedure’s legal effects—which are designed to avoid interruptions.

• Wisconsin law governs the company. After conversion, the LLC is still the same entity—with the same tax identity and EIN—but is now a Wisconsin LLC governed by Wisconsin law.¹⁸ The LLC’s new Wisconsin articles of organization and operating agreement control the company’s affairs going forward.¹⁹
• The Wisconsin LLC holds title to the company’s assets. The Wisconsin LLC owns all real estate and other property that the out-of-state LLC owned before the domestication.²⁰ The transition is seamless—with no need for deeds or asset assignments. The conversion does not count as a property transfer or hinder the company’s rights in any property.
• The Wisconsin LLC has the same debts and liabilities. All debts, obligations, or other liabilities that the out-of-state LLC had before the conversion now rest with the Wisconsin LLC.²¹ LLC members have the same liability for company debts—or lack of liability—as they had before the conversion.²²
• Business contracts are unaffected. The conversion does not interfere with the company’s business contracts. The Wisconsin LLC is still a party to the same agreements, and it has the same contractual rights, duties, and obligations as before the conversion.²³
• Legal proceedings are still pending. Any civil, criminal, or administrative cases or proceedings that involve the out-of-state LLC are not interrupted by the conversion.²⁴ If conversion results in a name change, the Wisconsin LLC’s name is simply substituted for the former name.
• Ownership interests are consistent. Ownership interests in the out-of-state LLC convert into ownership interests in the Wisconsin LLC—or into cash, property, or rights—as described in the plan of conversion.²⁵

1. Wisc. Stat. §§ 183.1041(1)-(2).
2. Wisc. Stat. §§ 183.0101, et. seq.
3. Wisc. Stat. § 183.1045(1)(a).
4. Wisc. Stat. § 183.1051.
5. Wisc. Stat. § 183.1045(1)(a).
6. Wisc. Stat. § 183.1045(1)(b).
7. Wisc. Stat. § 183.1045(1)(h).
8. See Wisc. Stat. § 183.1044(3).
9. Wisc. Stat. § 183.1041(2).
10. Wisc. Stat. § 183.0108.
11. Wisc. Stat. § 183.0102(1m) (“’Business’” includes every trade, occupation, and profession”).
12. Wisc. Stat. § 183.0115.
13. Wisc. Stat. § 183.0102(19).
14. Wisc. Stat. § 183.1041(2).
15. Wisc. Stat. § 183.1041(2) (the plan of conversion must include everything required by either state).
16. Wisc. Stat. § 183.1043(1).
17. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
18. Wisc. Stat. § 183.1045(1)(a).
19. Wisc. Stat. § 183.1045(1)(e).
20. Wisc. Stat. § 183.1045(1)(b).
21. Wisc. Stat. § 183.1045(1)(c).
22. Wisc. Stat. § 183.1045(1)(am).
23. Wisc. Stat. §§ 183.1045(1)(b), (c), and (g).
24. Wisc. Stat. § 183.1045(1)(d).
25. Wisc. Stat. § 183.1045(1)(f).