How to Incorporate in South Dakota
South Dakota Secretary of State – Business Services
500 East Capitol Avenue
Pierre, SD 57501-5007
Statutory Authority: South Dakota Business Corporation Act — S.D. Codified Laws § 47-01A (2012)
South Dakota Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the South Dakota Secretary of State.
South Dakota Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in South Dakota:
1. Company name
2. Number of authorized shares
3. Principal office address
4. Registered agent name and address
5. Name and address of each incorporator
6. Signature, printed name, and title of each incorporator
South Dakota Incorporation Fee Schedule
Application for Reservation of Name: $25.00
Articles of Incorporation: $150.00
Certificate of Authority: $750.00
Expedited Service: $50.00 – Defined as completion sooner than the normal course of business.
Certified Copy: $15.00 plus $1.00 per page
Annual Report: $50.00
Articles of Dissolution: $10.00
Your company name must end with a corporate designator. In South Dakota the specific corporate designators are: “Incorporated” “Corporation” ” Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search on the South Dakota Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
South Dakota requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a South Dakota resident or active South Dakota business entity that has a South Dakota street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a South Dakota resident and have a South Dakota street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a South Dakota corporation. Nevertheless, South Dakota permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report
Registering as a Foreign Entity
1. Complete the Application for Certificate of Authority.”
2. Attach a one page original Certificate of Existence issued by the official having custody of the corporate records in the state under whose laws it is incorporated.
3. Submit the completed documents, along with the $750.00 filing fee, to the South Dakota Secretary of State.
Dissolving a South Dakota Corporation
1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with the $10.00 filing fee, to the South Dakota Secretary of State.