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2021 Wisconsin Act 258 was enacted on April 15, 2022. The Act makes several revisions to Chapters 178, 179, 180, 181, and 183 of the Wisconsin Statutes, including modifications to the required content or fees associated with some types of filings. For those filings affected by Act 258, the DFI Corporations Bureau’s forms page now includes new or updated forms. Documents filed with the Corporations Bureau after April 16, 2022 should use the updated forms. Document fees are reflected on the relevant form or on the Corporations Bureau’s online fee schedule.

Corporations

The Corporation Section of the Division of Corporate & Consumer Services at the Department of Financial Institutions is the filing office for the organizational instruments to create corporations, limited partnerships, limited liability partnerships, and limited liability companies, as well as documents to amend those charters in some respect or other. The unit also licenses foreign (out-of-state) organizations desiring to transact business in Wisconsin.

Fraudulent Filings

It is a Class I felony in Wisconsin for a person to knowingly file a false corporate document if the person intends that document to be filed or delivered to the Department of Financial Institutions. The Department reports fraudulent filings to the Department of Justice or local district attorneys for criminal prosecution. See Wis. Stat. sections 178.0120 (4), 180.0129, 181.0129, and 185.825.

Entity ID Theft

Identity theft is the top ranked for-profit crime in the United States affecting not only individuals but also businesses, with theft losses to businesses amounting to billions of dollars each year. See here and here. According to Dun & Bradstreet, the losses to an individual business often reaches the mid-six figures by the time the criminal activity is detected. See here. Business identity theft is not a security or data breach that leads to the loss of confidential customer data, but it is the “actual impersonation of the business itself”, [see here] where a criminal poses as the owner, officer, or employee of a business to falsify business records, defraud suppliers and creditors, or fraudulently obtain cash, loans, or tax refunds. See here. The Department of Financial Institutions is here to help businesses by providing educational resources and offering suggestions on how to monitor your business registrations to guard against identity theft, and information on how to respond if your business becomes a victim.

Protect Your Business

Take the following initial steps to protect your business from identity theft:

  • Obtain a commercial credit report for your business from one of the three major credit bureaus at: Equifax, 800-685-111; Experian, 800-311-4769; TransUnion, 800-888-4213, or other credit reporting agency.
  • Sign up for electronic notifications with your bank, other creditors, and service providers.
  • Monitor accounts and bills and immediately report any suspicious activity to the originating company.
  • Do not share any sensitive information over email or on any web-based service.
  • Periodically check your business’ filings with the DFI.
  • If your business ceases to conduct business, file Articles of Dissolution with the DFI to legally dissolve the entity.

These are your first steps to protecting your business. Your effort should not stop there. For more information on additional steps to protect your business, see Helpful ID Theft Resources

Are you the victim of a fraudulent filing?

If you believe your business is a victim of identity theft, you should immediately take the following steps to begin the recovery process:

  • Report the theft to your local law enforcement agency and obtain a police report.
  • Report the theft to the FTC.
  • Contact all of your business’ banks or credit providers and report the theft.
  • Contact the credit reporting agencies and speak with the fraud department to report the crime and view your business credit report.
  • Place a fraud alert on your business accounts.
  • Contact creditors where fraudulent accounts were opened, and request copies of all documentation used to open or access the accounts.
  • Contact the US Postal Inspection Service to determine if the criminals changed your mailing address.
  • Check your business’ filings with the DFI to determine whether any changes have been made to the information on file that will necessitate the filing of any documents.
  • If a false or fraudulent document has been filed to your business entity record, be sure to get a certified copy of the fraudulent filing before updating your records with the DFI. The certified copy of the fraudulent filing may be used as evidence in court.
  • Contact the IRS.

Helpful ID Theft Resources

Here are some key resources on business ID theft.

Beware of Suspicious Notices

Once a business entity or registration is properly formed, incorporated, organized or registered on record with this office, it is not required to purchase or receive a certificate of status to be considered valid. Any notices or solicitations received stating otherwise are not from the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services. Carefully review all solicitations, notices, and websites that offer various business filings, registrations, and/or copy and certification services at prices above the required departmental fees. Questions? Email DFICorporations@dfi.wisconsin.gov or call (608) 261-7577. Thank you!

Beware of Misleading Solicitations

The Wisconsin Department of Financial Institutions (DFI) and the Better Business Bureau Serving Wisconsin (BBB) are warning businesses about solicitations designed to look like invoices arriving through postal mail and being reported to both DFI and BBB from “WI Certificate Service.” Learn more here. Questions? Email DFICorporations@dfi.wisconsin.gov or call (608) 261-7577. Thank you!

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To Contact the Corporations Division by telephone, call (608) 261-7577.