Certificate of authority in South Dakota
South Dakota certificate of authority for LLCs, corporations and more
The state fee is $750 for an LLC or a corporation. Choose your entity type and we draft the filing.
What you get back
- Certificate of authorityIssued by the Secretary of State.
- Filing recordWhat was filed on your behalf.
- Agent recordWho the agent is: us, or your choice.
- Annual report noteWhat the yearly report asks for.
South Dakota- Forms for every entity type
- State fee on its own line
- South Dakota agent available
A company formed in another state needs a South Dakota certificate of authority before it does business here, and the Secretary of State charges $750 for it when an LLC or a corporation applies online. Three smaller entity types (nonprofit, limited partnership and LLP) pay $125 each. We prepare the application that fits your entity and file it for $199.
The kind of entity decides almost everything: the form, the fee, the yearly report and the way out. The full guide follows the work in order, the fees page totals the first years and the page on whether the filing is required covers the doing-business test.
Included
Your entity, your form
An LLC and a corporation file different applications. We start by asking which one you are.
Costs laid out by year
The state fee is $750 for an LLC or a corporation, and the first annual report adds $55.
Immediate online
The Secretary of State handles online filings immediately and paper filings in one to three business days on average.
Agent on file
We can be your South Dakota registered agent, or you can bring your own.
Few questions
Who the company is, where it was formed, who the agent is and who signs.
Plain answers
Someone who prepares these filings answers your questions.
How a South Dakota certificate of authority is obtained
Pick your entity type
It decides the form and the fee.
Settle the name
An LLC needs 'limited liability company', 'limited company', or one of the abbreviations L.L.C., LLC, L.C. or LC (limited may be written Ltd. and company Co.).
Pick the registered agent
The filing can name a commercial registered agent by name; or, with no commercial agent, a noncommercial registered agent by name and address, or the title of an office whose holder will receive service together with that person's business address.
Request the home-state certificate
It goes in with the application.
File and pay
$750 online for an LLC or a corporation, or $765 on paper.
Receive the certificate
The Secretary of State issues it after filing the application.
Find your entity type
| If you are | You file | State fee | Yearly report |
|---|---|---|---|
| An LLC | Application for a certificate of authority, foreign LLC | $750 | $55 |
| A business corporation | Application for a certificate of authority, foreign business corporation | $750 | $55 |
| A nonprofit corporation | Application for authority, foreign nonprofit | $125 | $10 |
| A limited partnership | Registration of a foreign limited partnership | $125 | Quoted when you order |
| A limited liability partnership | Statement of qualification, foreign LLP | $125 | $55 |
The state fees above are for online filing. Mailing a filing that could have gone online adds $15. Each application has its own walkthrough: the LLC page and the corporation page.
What the certificate means
Think of the certificate as the Secretary of State's record that an out-of-state company may do business in South Dakota. Without one, the company cannot bring a lawsuit in the state, and the Secretary of State becomes its agent for claims arising here. With one, the company can sue in South Dakota courts, keeps its home law for internal matters, and can do only what a South Dakota company of its type could do.
Who needs one
The need arises once a company does business in South Dakota. The statutes name activities that fall outside the term, and for an LLC they add one rule pointing the other way: income-earning property owned in the state counts. A South Dakota business lawyer can say where your own activity falls. The checklist page walks the statute line by line.
The first-year costs
Three payments make up the first year for most LLCs: the application at $750, the home state's certificate, and the annual report at $55. Add them up and the South Dakota side is $805. A corporation's first year with the state looks the same, at $805.
Why the entity type decides so much
Pick the wrong entity and you pay for the wrong form. An LLC states 5 points under SDCL 47-34A-1002. A corporation states the longer list in SDCL 47-1A-1503, including who its officers and directors are. Their annual reports cost the same online but are filed under different chapters, and they leave South Dakota by different filings. Even the test for doing business differs, since an LLC that owns income-producing property is doing business and a corporation that only owns property is not.
What the LLC application asks
The LLC application wants the company name and any alternate name, the home jurisdiction, the principal office, any series information and the initial agent. It comes with the home certificate. The state calls the filing an application for a certificate of authority by a foreign limited liability company, and the LLC form page takes it point by point.
What the corporation application asks
The corporation application adds the date of incorporation, the period of duration, and the names and business addresses of the people who serve as officers and directors. Its home paper is a one-page original certificate of existence. The corporation form page goes through the nine numbered items.
Nonprofits, limited partnerships and LLPs
These entities pay $125 to apply, and a nonprofit pays $10 for its annual report. Tell us the entity type when you order and we match the filing to it.
The years that follow
Later years are routine: the annual report, a statement of change if the agent moves, and an amended certificate if the company changes what it told the state. The state's search tool, used with the business ID, gives each due date.
Checking the name before you pay
The Secretary of State publishes a name availability search, and it is worth running before anything else is ordered. An LLC whose name fails the South Dakota rule files under an alternate name, and a corporation can operate under an assumed name its board adopts.
The home-state certificate
Every application travels with a paper from the company's home state. For an LLC the state asks for a certificate of existence, or a record of similar import, signed by the Secretary of State or other official who keeps the company's public filings in its home state or country. For a corporation it is a one-page original certificate of existence, or a document of similar import, authenticated by the official who keeps the corporate records in the home state or country. What the home state charges for it is up to the home state.
The registered agent
Whatever the entity, the filing includes a registered agent whose address is in South Dakota. Our firm can be the agent, and so can anyone else you name. The registered agent page lists the choices.
Staying authorized
The certificate stays in force while the company keeps up its yearly report, its agent and its fees. The state can revoke it for an unpaid fee, tax or penalty to the Secretary of State left more than sixty days past due; an annual report not delivered within sixty days of its due date; no agent for service of process appointed and kept as South Dakota law requires; and no statement of change delivered within thirty days of a change in the agent's name or address, but only after notice, and the company can cure the problem before the revocation date. The annual report page covers the yearly filing.
If the company waits
The LLC Act sets no daily fine for operating unauthorized. The cost is in what the company cannot do: start a lawsuit in the state until it is authorized. The consequences page walks through every effect.
Ending authority
An LLC ends its certificate with a notice of cancellation, and a corporation instead asks for a certificate of withdrawal ($10). See ending authority.
Where the time goes
The state side is quick: online filings are handled immediately. The slower parts are the ones outside the Secretary of State, namely clearing the name, getting the agent's agreement and waiting on the home state's certificate. We request the home certificate so it arrives with the filing.
Typical starting points
A Minnesota LLC that buys a rental building in Rapid City applies as an LLC, pays $750 and attaches a Minnesota certificate. An Iowa corporation that opens a sales office files the corporation application, lists its officers and directors and pays the same $750. A nonprofit with a regional program asks us which filing fits before it orders. Each starts from the entity table above.
Our part
We handle the drafting, the home-certificate request and the filing. Our rate is $199, and the state's fee is a separate line on your receipt. Prefer to handle the filing alone? The self-filing page shows the route.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Pricing
Get your South Dakota certificate
+ $750 state filing fee
- An application for your type of entity, drafted from your replies
- The home-state certificate, requested to arrive with the filing
- A South Dakota agent supplied by us, or one you pick
- A copy of the certificate of authority once the state issues it
- Renewal: after the first year, the agent service renews at $149 a year
$199
Request my certificateThe $750 shown is the LLC fee, paid to the Secretary of State and itemised on its own line. Other entities pay their own state fee, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Questions about South Dakota certificates of authority
What is the state fee for a certificate of authority?
$750 for an LLC or a corporation, filed online. Nonprofits and partnerships pay $125.
Is there a yearly cost?
Yes. The annual report is $55 online for an LLC.
How fast does the state process a filing?
Online filings immediately; paper filings take one to three business days on average.
Do an LLC and a corporation file the same form?
No. Each has its own application, and the corporation form also lists officers and directors.
Do I need a South Dakota registered agent?
Yes. Every application names one with a South Dakota address.
What if my company name is taken?
An LLC picks an alternate name for use in South Dakota.
Can I pay by card?
Online payment takes Visa, MasterCard, Discover or American Express.
Is there a fee to leave?
A corporation pays $10 to withdraw. Cancelling an LLC carries a state fee, quoted when you order.
Sources
- SDCL 47-34A-212, limited liability company fees
- South Dakota Secretary of State, filing fee schedule
- SDCL 47-1A-122, business corporation fees
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
- SDCL 47-34A-105, limited liability company names
- SDCL chapter 59-11, Model Registered Agents Act
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- South Dakota application for certificate of authority, foreign business corporation
- South Dakota Business Services Online, annual report instructions
- South Dakota Secretary of State, business services
- South Dakota Secretary of State, foreign business corporations guide
Ready for your South Dakota certificate?
Name your entity type and we draft the matching application.