Wisconsin Historical Society

Guide or Instruction

How to Start a Nonprofit Organization in Wisconsin

How to Start a Nonprofit Organization | Historic Preservation | Wisconsin Historical Society

If you want to start a new nonprofit organization in Wisconsin, your first few steps will be the same regardless of your organization's purpose. These initial steps are described below.

If you would like to incorporate your historic preservation organization as a tax-exempt, nonprofit corporation, you may be eligible to become an affiliate of the Wisconsin Historical Society. If you decide to become an affiliate, the Society can help you prepare your incorporation documents and bylaws.

Step 1: Craft Your Vision and Mission Statements

All nonprofit organizations begin with a vision. Your organization's vision is what your group ultimately hopes to accomplish. Your vision statement reflects your group's values and beliefs.

Your group's mission statement is your plan for realizing your vision. It includes where and how you want to accomplish your goals, and it defines your target audience. For example:

Vision: Our vision is a community full of informed and engaged historic preservation advocates.

Mission: The mission of this online project is to empower historic preservation advocates in our community with case studies and explanations of core concepts that will help them accomplish their goals and become effective players in their neighborhoods.

If advocacy will be a part of your organization's mission, you should know how your nonprofit organization's tax status will affect the political activities your organization can engage in.

Over time, your organization's vision and mission may change to respond to a changing context. Many nonprofit organizations revisit their vision and mission statements regularly during their strategic planning process.

Step 2: Select Your Founding Board of Directors

Every nonprofit organization in Wisconsin is required to have a board of three or more directors. The board of directors governs the organization and has certain legal responsibilities.

Founding directors tend to be big-idea people who can generate a lot of enthusiasm for new ventures. You should select founding directors who stand to gain nothing monetarily from the nonprofit organization's creation. Some new nonprofit boards include an attorney with experience helping other nonprofits.

Step 3: Decide on the Organization's Name

Your new organization should not share a name with any other nonprofit in Wisconsin. When you are deciding on a name, consult the database of names maintained by the Wisconsin Department of Financial Institutions.

Your organization's name must include one of the following terms:

  • Corporation
  • Incorporated
  • One of these four abbreviations: Corp. (Corporation), Inc. (Incorporated), Co. (Company), or Ltd. (Limited)

These terms have particular meanings when you file for federal tax-exempt status with the IRS. Most nonprofit organizations use the term "corporation" to protect the individuals who manage the organization from personal liability.

Step 4: File Your Articles of Incorporation

After you have decided on a name for your organization, you should prepare your legal incorporation document. This document contains your articles of incorporation. When the document is complete,  file it and the required filing fee with the Wisconsin Department of Financial Institutions (DFI). If your organization does not file articles of incorporation with the DFI, the IRS will not recognize your organization as tax exempt. In addition, your organization will not be eligible to apply for grants from most foundations.

You must prepare and submit your articles of incorporation on the DFI's Form 102, Chapter 181. Form 102 requires the following nine articles:

Article 1. Name of the corporation

Article 2. The society is organized under Chapter 181 (a simple statement of acknowledgement)

Article 3. Name of the initial registered agent

Article 4. Street address of the initial registered office

Article 5. Mailing address of the initial principal office

Article 6. The corporation will have members or not (checkbox)

Article 7. Name and address of the initial directors (minimum of three)

Article 8. The purpose or purposes for which the corporation is organized (optional)

Article 9. Name and complete address of each incorporator

According to Wisconsin state law, one or more people may act as incorporators. Your nonprofit corporation must maintain a resident registered agent in Wisconsin who will receive all official communications on behalf of the organization.

You also need to decide whether or not your group will be a membership organization (Article 6). Most historic preservation organizations are membership organizations.

At this point in your organization's development, your organization's purpose (Article 8) should be stated as broadly as possible. A broadly stated purpose will allow for mission amendments and program expansions. The language you use to describe your organization's purpose is extremely important for the IRS to determine your organization's eligibility for tax-exempt status. For this reason, it is a good idea to ask an experienced tax attorney or certified public accountant (CPA) to review your articles of incorporation.

Your articles of incorporation should include language dedicating your assets to another 501c3 organization (or stipulate another process for the distribution of your assets) if your organization were to fold. This language will support your application for tax-exempt status with the IRS.

Your organization officially exists on your filing date with the DFI. Once you are in the DFI system, you will need to file an annual report to the DFI. If you need to amend your articles later, use Form 104.

Next Steps

When you have filed your incorporation documents with the DFI, you should continue with the following steps. Each of these steps is covered in more detail in another article.

  1. Draft your bylaws. When you have filed Form 102 with the DFI, you should draft bylaws for your organization. Your bylaws will act like your organization's operating manual.
  2. Hold your first board meeting. When you have drafted your bylaws, your next step is to hold your first board meeting. The board should review and approve your bylaws at its first meeting.
  3. Get an EIN and open a bank account. Even if your organization does not have any employees, you must have a federal employer identification number, or EIN. You need an EIN to open up a bank account in your organization's name. An EIN is also necessary to apply for tax-exempt status from the IRS.
  4. Apply for tax-exempt status. Within 27 months of the date you file your organization's articles of incorporation, you should apply to the IRS for federal tax exemption. In Wisconsin, IRS-granted tax exemption status automatically exempts your group from state income taxes. You must file Wisconsin Department of Revenue Form S-103 to receive a Certificate of Exempt Status (CES) number. This number provides an exemption from paying sales taxes on items your organization purchases. If your organization owns property, you need to file separately for a property tax exemption.

Learn More

Find more how-to articles about historic preservation advocacy.

You can learn more about nonprofit operations from the Nonprofit Management Education Center offered by the Center for Community and Economic Development, which is part of the University of Wisconsin Division of Cooperative Extension. This resource includes a library of articles and an Organizational Assessment Tool.

The State of Wisconsin regulates nonprofit fundraising. Review the Wisconsin Department of Safety and Professional Services information on the laws, statutes, rules and procedures guiding Wisconsin fundraisers.