Annual report requirements in Wisconsin (WBCL)

What Wis. Stat. § 180.1622 requires

Section 180.1622 of the Wisconsin Business Corporation Law requires every Wisconsin corporation to file an Annual Report with the Department of Financial Institutions (DFI). The report is due by the end of the calendar quarter following the anniversary quarter: a corporation incorporated in January-March has the annual report due by June 30; April-June anniversary corps have September 30; and so on. The fee is $25, paid online through the DFI's portal.

The quarterly-anchored deadline

Wisconsin's quarterly-anchored deadline is unusual among US states (most use annual anniversary dates or fixed-day deadlines). The quarterly model gives corporations more grace than a strict anniversary-day approach but creates four possible deadlines depending on incorporation date. Counsel managing many Wisconsin corporations need to track which quarter each falls into.

Administrative dissolution and reinstatement

If the Annual Report is not filed, the DFI may administratively dissolve the corporation under Wis. Stat. § 180.1421. The DFI provides notice before dissolution. Reinstatement under § 180.1422 is available within five years and requires filing all delinquent reports, paying penalties, and curing the underlying defaults.

What's distinctive about Wisconsin

Two features make Wisconsin distinctive. First, the DFI (rather than the Secretary of State) administers corporate filings, which is unusual: most US states use the Secretary of State. The DFI also regulates banks and other financial institutions, so the corporate registry is housed alongside financial regulation. Second, the quarterly-anchored deadline creates four distinct annual deadlines for Wisconsin corporations as a group, which differs from anniversary-day or fixed-day approaches. The $25 fee is on the lower end among US states.