Foreign Qualification Application - Preparation Worksheet - Wisconsin

WISCONSIN FOREIGN BUSINESS CORPORATION AUTHORITY WORKSHEET

Use this worksheet to prepare the Wisconsin Department of Financial Institutions' current mandatory Form 21, Application for Certificate of Authority — Foreign Business Corporation. This worksheet is not a substitute for Form 21.

1. AUTHORITY GATE

Wis. Stat. § 180.1501(1) requires a foreign corporation to obtain a certificate of authority before transacting business in Wisconsin. Section 180.1501(2) lists activities that, standing alone, do not constitute transacting business, including maintaining litigation, holding internal corporate meetings, maintaining bank accounts, selling through independent contractors, certain out-of-state accepted orders, lending or securing debts, owning property without more, a qualifying isolated transaction completed within 30 days, and interstate commerce.

☐ Wisconsin counsel has reviewed the corporation's actual activities and confirmed that authority is required.

☐ The entity is a foreign business corporation. Use the entity-specific form for an LLC, nonstock corporation, limited partnership, LLP, or other entity type.

2. FORM 21 — CORPORATION INFORMATION

2.1 Name

Exact legal name: [________________________________]

If the exact name is unavailable, fictitious Wisconsin name: [________________________________]

If using a fictitious name:

☐ Mandatory Form 21B is completed.

☐ A board resolution adopting the fictitious name has been entered.

☐ An officer has certified the board resolution as required by Wis. Stat. § 180.1506(1).

2.2 Home Jurisdiction, Incorporation Date, and Duration

State or country of incorporation: [________________________________]

Date of incorporation: [__/__/____]

Existence:

☐ Perpetual

☐ Limited to [____________] years

2.3 Wisconsin Registered Office and Agent

Wis. Stat. § 180.1507 requires an authorized foreign corporation to continuously maintain a Wisconsin registered office and registered agent.

Registered agent name: [________________________________]

Registered agent email: [________________________________]

Registered-office physical street address: [________________________________]

City: [________________________________] State: WI ZIP: [__________]

The registered office must be the agent's actual Wisconsin business office and may not consist solely of a post office box, mailbox service, or telephone answering service.

Form 21 does not include a separate registered-agent consent signature.

2.4 Principal Office

Street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

Country: [________________________________]

ZIP/postal code: [________________________________]

3. PRIOR WISCONSIN BUSINESS

Before this application, did the corporation transact business in Wisconsin without a certificate of authority?

☐ No

☐ Yes — complete the mandatory supplement on page 8 of Form 21.

Wis. Stat. § 180.1502(5) and the Form 21 supplement require applicable missed fees plus a 50% penalty capped at $5,000. Do not answer “yes” merely because the corporation performed an activity excluded by Wis. Stat. § 180.1501(2); obtain Wisconsin legal review.

4. OFFICERS AND DIRECTORS

Wis. Stat. § 180.1503(1)(f) and Form 21 require names, titles, and usual business or home addresses for current officers and directors.

4.1 Officers

4.2 Directors

☐ If the corporation has no directors, “None” is entered on Form 21.

5. SHARE INFORMATION

Wis. Stat. § 180.1503(1)(g)-(i) and Form 21 require authorized and issued shares by class and series, par value or no-par-value status, paid-in capital, and valuation information.

Paid-in capital exceeding par for issued par-value shares: $[____________]

Total liabilities other than no-par-value capital stock: $[____________]

For Form 21's no-par-value calculation, each issued no-par-value share has a statutory floor value of $10.

6. CAPITAL REPRESENTED IN WISCONSIN

For this calculation, the “coming year” runs from the expected start of Wisconsin business through December 31 of that year.

6.1 Wisconsin Proportion

Gross business in all jurisdictions: $[____________]

Total property in all jurisdictions: $[____________]

Total worldwide business and property: $[____________]

Estimated gross business in Wisconsin: $[____________]

Estimated property in Wisconsin: $[____________]

Total Wisconsin business and property: $[____________]

Wisconsin percentage:

Wisconsin business and property ÷ worldwide business and property = [__________]%

6.2 Value of Issued Par-Value Shares

Issued par-value shares valued at par: $[____________]

Paid-in capital exceeding par: $[____________]

Total par-value capital: $[____________]

6.3 Value of Issued No-Par-Value Shares

Total property in all jurisdictions: $[____________]

Less liabilities other than no-par-value capital stock: $[____________]

Net property: $[____________]

Less total par-value capital: $[____________]

Presumptive no-par-value capital: $[____________]

Issued no-par-value shares × $10: $[____________]

Greater of the preceding two amounts: $[____________]

6.4 Capital Representation

Total par-value capital plus no-par-value capital: $[____________]

Total capital × Wisconsin percentage = Wisconsin capital representation: $[____________]

7. FILING-FEE COMPUTATION

Wisconsin capital representation: $[____________]

Less $60,000: $[____________]

If positive, $3 for each $1,000 or fraction of $1,000: $[____________]

Base application fee: $100

Supplemental prior-business fees, if any: $[____________]

Total filing fee: $[____________]

The fee formula is stated in Wis. Stat. § 180.0122(1m)(u) and implemented in items 14 and 15 of Form 21. Filing fees are nonrefundable.

8. CERTIFICATE OF STATUS

Wis. Stat. § 180.1503(2) and the Form 21 instructions require a certificate of status, existence, or good standing authenticated by the home-jurisdiction official who keeps corporate records.

Issuing office: [________________________________]

Issue date: [__/__/____]

Planned DFI receipt date: [__/__/____]

☐ Certificate will be dated no earlier than 60 days before DFI receives the filing.

☐ Certificate attached.

☐ A certified charter copy is not being substituted; Form 21 states that it is not an acceptable substitute.

9. EXECUTION AND EFFECTIVE DATE

Corporation name: [________________________________]

Signature: [________________________________]

Printed name: [________________________________]

Officer title: [________________________________]

Date signed: [__/__/____]

Form 21 must ordinarily be signed by an officer. If directors have not been selected, an incorporator identified in the initial articles may sign; if the corporation is in the hands of a court-appointed receiver, trustee, or fiduciary, that fiduciary may sign. A director may not sign solely in the capacity of director.

Effective date:

☐ Close of business on DFI's receipt date

☐ Delayed effective date and time: [________________________________]

Under Wis. Stat. § 180.0123(2), the delayed effective date may not be more than 90 days after DFI receives the document.

Form 21 does not require notarization, an internal authorization resolution, or a separate registered-agent signature.

10. FILING PACKAGE

☐ Current mandatory Form 21 completed in black ink

☐ Current certificate of status attached

☐ Form 21B and certified fictitious-name resolution attached, if applicable

☐ Page 8 prior-business supplement completed, if applicable

☐ One original included for a paper filing

☐ Correct calculated fee included

☐ Optional expedited service selected and current $100 next-day fee included, if requested

Mailing address shown on Form 21:

Wisconsin Department of Financial Institutions

Division of Corporate and Consumer Services

P.O. Box 93348

Milwaukee, WI 53293-0348

Use DFI's current online service if available for the filing method selected.

11. POST-FILING CHECKLIST

☐ Retain the certificate of authority and filed Form 21.

☐ Continuously maintain the registered office and registered agent required by Wis. Stat. § 180.1507.

☐ Calendar the annual report under Wis. Stat. § 180.1622(3)(b). A foreign corporation files during the first calendar quarter of each year after the calendar year in which it became authorized.

☐ Budget the current statutory/online annual-report fee of $65, plus any additional capital fee. DFI's current fee page lists $80 for a paper foreign business-corporation annual report.

☐ Obtain an amended certificate of authority under Wis. Stat. § 180.1504 if the corporation changes its corporate or fictitious name, incorporation date, or duration.

☐ If the corporation ceases transacting business in Wisconsin, use the withdrawal process under Wis. Stat. § 180.1520. The base withdrawal filing fee is currently $40, plus any additional capital fee.

☐ Review tax registration, licenses, permits, professional-corporation requirements, and industry-specific approvals separately.

DO NOT ADD TO FORM 21

The current mandatory form does not request a general Wisconsin business-purpose statement, LLC or partnership information, registered-agent consent, a forum-selection clause, remedies, attorney-fee terms, liability allocation, or a notary acknowledgment.

SOURCES AND REFERENCES

• Wisconsin DFI — Foreign Entities
• Wisconsin DFI — Mandatory Form 21
• Wisconsin DFI — Form 21B
• Wisconsin DFI — Business Entity Forms
• Wisconsin DFI — Current Fees
• Wis. Stat. § 180.0122
• Wis. Stat. § 180.0123
• Wis. Stat. § 180.1501
• Wis. Stat. § 180.1503
• Wis. Stat. § 180.1506
• Wis. Stat. § 180.1507
• Wis. Stat. § 180.1520
• Wis. Stat. § 180.1622