Delaware LLCs have been known to operate in all 50 states using a process called Foreign Qualification.
An LLC that is formed in Delaware is domestic to Delaware and foreign to every other state.
The Foreign Qualification process is the way in which another state gives a business owner the permission to operate in that state using the Delaware LLC.
If a business has a physical presence in another state other than its state of incorporation —via operating, banking, hiring employees or even holding an asset—the company owner must often foreign qualify the business in order for it to operate in that state.
Each state is different in its requirements to register a Delaware LLC as a foreign entity in the state.
Wisconsin, like many other states, has an application process and a state fee. Wisconsin, unlike many states, does not require a Certificate of Good Standing for a Delaware LLC to register there as a foreign entity.
Wisconsin will, like most states, require a Registered Agent in the state of Wisconsin in order to receive any correspondence directly from the state. It will be the Registered Agent’s job to forward any correspondence from the state of Wisconsin to the company contact person, including the annual reporting requirements.
Your Delaware Registered Agent will still be responsible for forwarding any correspondence from the Secretary of State of Delaware.
Once registered as a foreign entity in Wisconsin with your Delaware LLC, you will be responsible for Wisconsin’s annual report fees. Do not confuse these with the Delaware Franchise Taxes.
A Delaware LLC registered as a foreign entity in Wisconsin will be required to pay the Delaware Franchise Tax of $300 as well as the Wisconsin annual report fee of $80.
The Delaware Franchise Tax is due before June 1, and the Wisconsin annual report will be due before March 31 of each year. The Wisconsin annual report must be filed by a manager or a member of the Delaware LLC.
To initiate this process of foreign qualifying your Delaware LLC in Wisconsin, you can call us and we will be happy to assist you. We can take your information over the phone, prepare the documents and email them to you for signature. We will then file the documents with Wisconsin. The turnaround time is typically about seven business days. If you require a Registered Agent in Wisconsin, we can assist with this as well.
For more information on registering your Delaware LLC in Wisconsin, or to get started, please call 1-800-345-2677 x6130 or email me.
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.