Wisconsin non profit laws apply to 501(c)(3) organizations that are formed for certain reasons and wish to take advantage of tax exemptions on a state and federal level.

Introduction to Forming a Nonprofit Corporation

In most cases, a nonprofit will be formed as a 501(c)(3) organization. In simple terms, this means that nonprofits are generally formed for one of the following reasons:

  • Religion.
  • Charity.
  • Science.
  • Literature.
  • Education.

Nonprofit organizations formed in this way are eligible for certain tax exemptions on the state and federal level. To form a 501(c)(3) organization that takes advantage of these tax exemptions in the state of Wisconsin, you'll first need to form a nonprofit corporation. Next, you'll need to apply for tax-exempt status, both with the state and the Internal Revenue Service.

How to Form a Nonprofit in Wisconsin

Forming a nonprofit in the state of Wisconsin requires a number of steps. Under Wisconsin state law, the first thing you'll need to do is register a nonprofit corporation with the state. Then, you'll need to work on the following:

  • Choose the nonprofit's initial directors.
  • Choose a name for your nonprofit organization.
  • File your Articles of Incorporation.
  • Prepare your organization's bylaws.
  • Hold a board of director's meeting.
  • Keep a binder of corporate records.

In the state of Wisconsin, nonprofit corporations are required to have a minimum of three directors.

When naming your organization, you'll need to make sure it contains one of the following words or abbreviations:

  • Corporation (Corp.)
  • Incorporated (Inc.)
  • Company (Co.)
  • Limited (Ltd.)

To make sure your intended name is available for use, you can do one of the following:

Part of forming any business corporation in Wisconsin is filing Articles of Incorporation with the office of the Wisconsin Department of Financial Institutions. This document needs to include information such as:

  • A statement indicating that your nonprofit has been incorporated under state-specific laws pertaining to such organizations.
  • The name of your organization.
  • The principal office's mailing address.
  • The initial registered office's street address.
  • The name of the registered agent.
  • The name of every incorporator.
  • The address for every incorporator.
  • Whether the nonprofit corporation has corporate members.

The Wisconsin Department of Financial Institutions has made a template available specifically for nonprofit organizations to quickly and easily complete and file their Articles of Incorporation. This form, known as Form 102, can be found on the department's official website. Simply complete this form and follow the included instructions to file your articles with the state.

Please note, filing your Articles of Incorporation can't be done online. You'll need to mail them to the address included in the instructions. It is also worth noting that the state-provided template only includes the minimum amount of information required to form a nonprofit corporation in Wisconsin. It doesn't include many of the items the IRS will require from you if you wish to obtain tax-exempt status from the federal government as a 501(c)(3) organization.

To be recognized as a tax-exempt organization by the Internal Revenue Service, you'll need to include the following additional information:

  • A statement of purpose that meets specific requirements set forth by the IRS.
  • A statement to the effect that your organization will refrain from engaging in prohibited legislative or political activities.
  • A provision that dedicates your organization's assets to another 501(c)(3) organization in the event that yours dissolves.

Once you have completed your Articles of Organization, you'll want to prepare a set of corporate bylaws. These need to comply with Wisconsin laws that pertain to nonprofit corporations and should be completed before filing your articles with the state. These bylaws should contain the rules your organization should follow pertaining to:

  • Holding meetings.
  • Electing officers.
  • Electing directors.
  • Any other formalities required by the state.

It should be noted that your bylaws will not be filed along with your Articles of Incorporation. This is an internal document that should serve as the organization's operations manual.

Next, you'll need to hold a meeting with your organization's board members. This first meeting is normally called the "organizational meeting." During the organization meeting, the board should focus on:

  • Electing the organization's initial directors.
  • Approving the proposed bylaws.
  • Appointing officers.
  • Establishing the accounting periods and tax year.
  • Approving the organization's initial transactions.

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