South Dakota Certificate of Authority › Ending authority
Ending your South Dakota certificate of authority
To leave South Dakota, a foreign LLC files the Notice of Cancellation of Certificate of Authority, Foreign Limited Liability Company; a foreign corporation asks instead for withdrawal, which costs $10. We prepare either filing for $199.
The exit by entity type
| Entity | What it files | Fee | Law |
|---|---|---|---|
| LLC | A cancellation notice | Quoted when you order | SDCL 47-34A-1007 |
| Business corporation | A withdrawal application | $10 | SDCL 47-1A-1520 |
| Nonprofit corporation | A withdrawal of foreign authority | $5 | Nonprofit chapter |
For an LLC the exit is complete when the notice takes effect. A corporation keeps its authority up to the day the state issues the certificate of withdrawal.
What the LLC notice contains
By statute the filing is a notice that states the company's name and that it wants to cancel its certificate of authority; the certificate is cancelled when the notice takes effect. The state's form has fields for the exact name and Secretary of State business ID of the company, an authorized signer, the date, the signer's printed name and an optional email address.
After the notice takes effect
The company has no authority left, but claims from the time it did business here do not vanish. By cancelling, the company makes the Secretary of State its agent for process on those claims. Any suit from its South Dakota years can still be served there.
What a corporation says when it withdraws
The application states the corporation's name and home state or country; that it is not transacting business in South Dakota and surrenders its authority; that it revokes its registered agent's authority to accept service; and the address of its principal office. The form itself collects the exact corporate name and Secretary of State business ID, the home state or country, a statement that it no longer transacts business and surrenders its authority, a revocation of the agent's authority, the principal office address, and the signature of an authorized officer.
Cancellation versus revocation
Cancelling is the company's choice. Revocation is the state's, and the notice that begins it cannot take effect sooner than 60 days out. In that window the company can cure each ground and keep its certificate. Once the revocation date passes, there is nothing left to cancel and the company is treated as unauthorized again.
Before you file
Keep the registered agent and the annual report in order until the exit takes effect. A lapsed agent or an unfiled report can still lead to revocation in the meantime. If the company still owns income-producing property in South Dakota, it is still doing business under the LLC Act.
Papers to have ready
For an LLC, the exact company name and its business ID. For a corporation, the same, plus the name of the officer who will sign. In both cases, decide the date the company stops doing business here before you file.
Who needs to sign
The LLC notice carries the signature of an authorized person for the company, and the corporation application is signed by an authorized officer.
Timing the exit
Pick the date the company stops doing business in South Dakota and file the exit then. Filing earlier gives up authority while the company is still active; filing later leaves the annual report and the agent running.
Where to file
Mailed exit filings go to Secretary of State, 500 East Capitol Avenue, Suite 204, Pierre, and the $15 surcharge applies to any document that could have been filed on the website.
Fees
Withdrawal is $10 for a corporation and $5 for a nonprofit. For an LLC, the cancellation fee is quoted when you order and shown on its own line at checkout.
If the certificate has already been revoked
A revoked certificate leaves nothing to cancel, since authority ceased on the revocation date. A company that is still inside the notice period can cure each ground instead. That is another reason to keep the annual report and the agent in order until the exit is filed.
Mail after the exit
Claims from the company's South Dakota period can still reach it through the Secretary of State, so someone at the company should keep watching its mail.
Our work on the exit
Send the company's exact name and its state business ID. From those we write the filing, pass it to the authorized signer and submit it. Our rate is $199.
Ending authority through us
Supply the exact name
Spelled as in the South Dakota records.
Pick the filing
Notice of cancellation or application for withdrawal.
Sign
An authorized person for the company.
We file
The filing goes to the Secretary of State.
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.
Exit questions
How does an LLC end its authority?
By filing a notice of cancellation.
What does a corporation pay to withdraw?
$10.
Who can sue after the exit?
Claimants over South Dakota business, who serve the Secretary of State.
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.
Sources
- SDCL 47-34A-212, limited liability company fees
- South Dakota Secretary of State, filing fee schedule
- SDCL 47-1A-122, business corporation fees
- South Dakota notice of cancellation of certificate of authority, foreign limited liability company
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- South Dakota application for certificate of withdrawal, foreign business corporation
- South Dakota Secretary of State, foreign business corporations guide
- South Dakota application for certificate of authority, foreign business corporation
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
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