• A corporation whose shares are held by a single shareholder or closely knit group of shareholders (less than fifty). Generally, there are no public investors, there are significant share transfer restrictions, and its shareholders are active in the management and/or operation of the business.
• The shareholders of a close corporation are generally personally liable for the debts and liabilities of the close corporation only to the extent of their capital contribution
• A corporation may be formed initially as a close corporation or it may adopt close corporation status by amending its articles of incorporation to include a statement that it is a close corporation
• A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.
• Bylaws are not required for a close corporation if provisions normally included in the bylaws are included in shareholders' agreements or the Articles of Incorporation
• A close corporation's profits are taxed twice: once at the corporate level and again when profits are distributed as dividends to their shareholders. If a close corporation meets specific IRS requirements, it can file for Subchapter S Corporation status.

• Incorporators must file the Articles of Incorporation, along with the required processing fees, with the Wisconsin Department of Financial Institutions. Once the filing is officially approved, the business begins its existence, as a separate legal entity. Documents may specify a delayed effective date as long as it is not more than ninety days from the date the document was received for filing.

• First, choose the name of your corporation. The name must be clearly different from the name of another business. So, at no extra charge, Proactive Management will perform three name searches to determine if your desired name(s) are available.

• This name must also include one of the following words "corporation," "company," "incorporated," or "limited" or abbreviations "co.," "inc.," "corp.," or "ltd." or similar words in another language

•  Additional naming restrictions apply for service corporations

• The Articles of Incorporation will address:

  • Name, place of residence, and signature of each incorporator

  • Street address of the registered office and the name of the registered agent at such office. The registered office can be the same as the corporation's place of business and the registered agent can be an officer/owner of the corporation.

  • The total number, classes, and par value (if any) of authorized shares 

  • A statement of the descriptions, preferences, qualifications, limitations, restrictions, and the special or relative rights, if any, of the shares of each class

  • Unless indicated otherwise, the duration of the corporations's existence will be perpetual

  • The purpose of the company, which can be to engage in any lawful business unless a more specific purpose is listed in the Articles. Pursuant to other statutes, additional limitations may apply

  • The names and addresses of members, if any, of the first board of directors as specified in the Articles  

Disclaimer - Not Providing Legal Services - Proactive Management, Inc. presents the material on this site as general information only. It is not offered as and does not constitute legal advice or legal opinion and should not serve as a substitute for advice from an attorney or accountant familiar with the facts of your specific situation. We provide business formation services. We are not a law firm and do not provide legal or tax advice or services. We make no warranty, express or implied concerning the accuracy or reliability of the content at this site or at other sites to which we link.