Curran Law Office provides a wide range of business and corporate legal services. Our firm will help you decide what type of entity best suits your needs and then get you up and running. We have assisted central Wisconsin companies for over 80 years with professional guidance and small town personal attention.
Moreover, we have strong relationships with most of the CPAs in the area, with whom we work to give you a competent team of advisors.
We are experienced in creating and organizing all kinds of business entities such as:
- Limited Liability Companies (LLCs)
- Limited Partnerships (LPs)
- Family Limited Partnerships (FLPs)
- Limited Liability Partnerships
- Nonstock Corporations
- Nonprofit Organizations
We are also experienced with handling the kinds of legal issues that businesses typically face, including the following:
- Corporate governance and record keeping
- Tax elections to create S-corporations
- Contract, Lease, or Employment Disputes
- Buy-Sell Agreements
- Dissolution and Liquidation of business entities
- Shareholder issues
- Litigation of business disputes
- Contract drafting
Do you have questions about businesses and corporations in Wisconsin?
See below for answers to frequently asked questions.
A corporation is a legal entity, separate and distinct from its owners, formally created and organized under the laws of a state, having its own taxpayer identification number, filing its own tax returns, and conducting its own business. Corporations enjoy most of the rights and responsibilities that individuals possess: they can enter contracts, loan and borrow money, sue and be sued, hire and fire employees, buy and sell property, and operate and manage a business. Some refer to a corporation as being a “legal person.” In Wisconsin, corporations are created and operated primarily pursuant to the laws found in Chapters 180 (Business Corporations) and 181 (Nonstock corporations) of the Wisconsin Statutes.
Yes, in Wisconsin, there are five common forms:
- Foreign corporation: A corporation organized under the laws of another State, subject to certain exceptions.
- Statutory close corporation: A corporation specifically registered as a close corporation and having a small number of shareholders – in Wisconsin, less than 50. Statutory close corporations do not need to have a Board of Directors or hold annual meetings.
- Service Corporation: A corporation organized and owned by natural persons who are all members of the same service area (e.g., all doctors, lawyers, accountants, dentists, etc.).
- Nonstock corporation: A corporation without capital stock in which no part of the corporate income is distributable to the corporation’s members, directors or officers.
- Domestic Corporation: A corporation that does not fit any of the other categories.
A “closely held corporation” (as opposed to a “statutory close corporation”) is a corporation whose stock is held by a small number of shareholders, as opposed to a publicly held corporation.
The letters “S” and “C” refer to Subchapter “S” and “C” of the Internal Revenue Code. A corporation is automatically taxed as a “C” Corporation unless it elects to be taxed as an “S Corporation.” S Corporations pay no tax (although it must still file a tax return), and all income, gain or loss is passed through to the shareholders, who must then report this income, gain or loss on their individual tax returns. If no election is made to become an “S Corporation” the corporation is governed by Subchapter C of the Internal Revenue Code and is sometimes called a “C Corporation.”
A partnership is an arrangement between two or more individuals to share the ownership, management and operation of a business and to share in its profits, losses and liabilities. Partnerships may be formally created by a written partnership agreement or informally by a handshake or a course of conduct among the partners. Partnerships in Wisconsin are controlled by the laws found in Chapters 178 and 179 Wis. Stats.
Yes, there are three common forms of partnership:
- General Partnership (Ch. 178 Wis. Stats.): Where the partners share equally the profits and management of the partnership, as well as the legal and financial liabilities.
- Limited Partnership (Ch. 179 Wis. Stats.): Where at least one partner is a general partner, with full personal responsibility for partnership management and liabilities, and where at least one partner is a limited partner whose liability is limited to the amount they have invested in the partnership and whose participation in the management of the partnership is limited.
- Limited Liability Partnership (Ch. 178 Wis. Stats.): Is a general partnership where all the partners share in the management and control of the partnership but have limited liability for the obligations of the partnership.
A sole proprietorship is the simplest form of doing business. It is a business owned by one person, who has not elected to form another type of business entity in which to own and operate the business. The profits, losses, gains and liabilities of the sole proprietorship all flow to the owner, who reports them on his individual tax returns.
A limited liability company (LLC) is similar to a corporation. It is a legal entity, separate and distinct from its owners, formally created and organized under the laws of a state, having its own taxpayer identification number, filing its own tax returns, and conducting its own business. They have the same limitations on liability as corporations. The owners can choose to be taxed like partnership or a “C” Corporation. LLCs may operate with less formality than a corporation and, therefore, are more attractive to owners who want to avoid some of the paperwork associated with running a corporation.
A cooperative is a legal entity owned and democratically controlled by its members. In Wisconsin, they are created, organized and regulated by Chapter 185 Wis. Stats.
A nonprofit organization is a group formed for purposes other than generating a profit, usually for the benefit of the community or a group of people. To the extent there is any “net income,” it is kept by the organization and not distributed to its members, directors, or officers. A nonprofit can pay compensation to persons who provide services to it, but it does not have owners, such as shareholders, who divide up the profits. It pays taxes, unless it has applied for and received “tax exempt” status from the IRS.
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