Wisconsin Incorporation Documents

 

We prepared this sample set of incorporation documents for a Wisconsin corporation.  It assumes that the company being formed is a technology company with two founders who plan to seek investor financing in the upcoming year. While you are free to access and use the sample documents by clicking on the titles below, such access and use are subject to our terms and conditions

Articles of Incorporation

To incorporate the new company, this charter document is filed with the Wisconsin Department of Financial Institutions.  At the formation stage, the articles of incorporation are relatively simple; they include basic information required by the Wisconsin Statutes and a few other provisions that are beneficial for emerging startup companies.

Bylaws

This governing document sets forth certain rules, procedures, and requirements with respect to the shareholders, directors, officers, and select corporate matters, such as shareholder and board meetings and signing contracts on behalf of the company.  Some of the provisions align with the statutory defaults, whereas others "opt out" of the defaults in ways that we have found are beneficial for emerging startup companies.

Incorporator Consent

In this document, the incorporator who signed and filed the company’s articles of incorporation elects the first directors of the company.

Initial Board Consent

In lieu of an actual meeting, this written consent of the board of directors ratifies the actions of the incorporator, approves the bylaws, elects the first officers, approves the issuance of stock to the founders, approves the confidentiality and invention assignment agreements, and approves certain other actions related to incorporation.

Restricted Stock Agreement

One way that an emerging technology company is different than other companies is that it is common for the stock of the founders to vest over a period of time. In the restricted stock agreement, the company issues to each founder shares of common stock subject to a time-based vesting schedule.  This sample restricted stock agreement also includes what is commonly referred to as a “double trigger” acceleration provision in which the vesting of the stock accelerates upon termination of employment of the founder following a change in control. As with the other documents, there are a number of other common variables in the restricted stock agreement that can be added or modified.

Stock Issuance Statement

This is a statement of the ownership of a shareholder.  In an effort to reduce paper usage and the issues that frequently arise with paper stock certificates, we typically advocate using stock issuance statements, such as the one that is attached, in lieu of paper stock certificates. 

Small Business Stock Certification

In addition to certain favorable federal tax incentives, small business stock that is held for five years may provide favorable Wisconsin income tax treatment. In the small business stock certification, the company certifies to each founder that the shares meet the definition of “small business stock” under the Wisconsin Statutes. 

Confidentiality Agreement

This is a confidentiality agreement between the company and each founder. It covers the disclosure and use of confidential information.

Invention Assignment Agreement

The invention assignment agreement is between the company and each founder.  If there are somewhat unique situations present (e.g., a founder is also employed elsewhere, the Bayh-Dole Act is implicated, one founder is contributing intellectual property such as copyrighted code to the company), this document should be revised by an attorney.