A foreign or limited liability company may not transact business in Wisconsin until it obtains a certificate of authority from the department. The following activities, amongst others, do not constitute transacting business:

(a) Maintaining, defending or settling any civil, criminal, administrative or investigatory proceeding
(b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign corporation’s securities or maintaining trustees or depositaries with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Lending money or creating or acquiring indebtedness, mortgages and security interests in property.
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i) Owning, without more, property.
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(k) Transacting business in interstate commerce.

Wayfair Nexus

Wisconsin requires remote sellers to collect and remit sales or use tax on sales of taxable products and services in Wisconsin if they have annual sales of products and services into the state of (1) more than $100,000, or (2) 200 or more separate transactions.


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