South Dakota Certificate of Authority › Full guide

Getting a South Dakota certificate of authority, start to finish

A company formed outside South Dakota gets its certificate of authority in four phases: decide, gather, file, then keep it in good order. The state fee is $750 for an LLC or a corporation, the first annual report adds $55, and the certificate itself is issued once the Secretary of State files the application.

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Phase one: decide

Start by confirming that the company does business in South Dakota in the sense the statutes use. For an LLC, SDCL 47-34A-1003 names 10 activities that fall outside the term, with one rule going the other way for income-earning property owned here. A corporation reads SDCL 47-1A-1501, whose list opens with the words "among others". For your own facts, ask a South Dakota business lawyer.

Phase one: choose the entity track

The entity type sets the form. An LLC files an application for a certificate of authority under SDCL 47-34A-1002. A corporation files under SDCL 47-1A-1503 and lists its officers and directors. The three smaller entity types (nonprofit, limited partnership, LLP) file their own papers at $125 each. The LLC walkthrough and the corporation walkthrough cover the two most common.

Phase two: the name

A foreign LLC's name has to contain '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.), and it has to be distinguishable on the Secretary of State records from every corporation, limited partnership or company organized or authorized in the state, every reserved or registered name, and every fictitious name approved for a foreign company. A name that fails leaves the company without a certificate until it picks a substitute for South Dakota use, called an alternate name. A corporation whose name the state cannot accept may instead use an assumed name its board adopts by resolution. A reservation, at $25, holds a name while you gather the rest.

Phase two: the registered agent

Pick the person or company that will accept legal papers in South Dakota. The state allows 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. The address must be an actual street address or rural route box number in South Dakota, plus a mailing address in the state if it is different. If you want us as agent, say so on the order. The registered agent page goes into the rules.

Phase two: the home-state paper

Order the home certificate once the name and agent are settled. The LLC application 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. The corporation application asks for 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. Prices and speeds belong to the home state; Delaware charges $50 for its certificate and Wyoming $0.

Phase three: the application

An LLC application states the company name (and an alternate name where its own does not meet South Dakota's naming rule), the state or jurisdiction under whose law it is formed, the street and mailing addresses of its principal office and of any office its home law requires, the series information where it may establish series, and the name and street and mailing address of its initial agent for service of process. A corporation application states the corporation name (or a compliant name where its own is unavailable), the state or country of incorporation, its date of incorporation and period of duration, the street address of its principal office, the registered agent information, and the names and usual business addresses of its current directors and officers. Sign as an authorized person for the company.

Phase three: file and pay

File through Business Services Online, which takes Visa, MasterCard, Discover or American Express cards, or print the form from the tool and mail it. Online is $750 for an LLC or a corporation; mailing adds $15. The state processes online filings immediately and paper filings in one to three business days on average, and it charges $50 for anything it speeds up.

Phase three: what the state does

The Secretary of State files the application unless the application falls short of the filing requirements, and then issues the certificate with a copy and a receipt. From that point the company can use South Dakota courts as a plaintiff.

Phase four: the annual report

An authorized LLC files an annual report every year, $55 online or $70 on paper, and a corporation files its own at $55 online. The report states the entity name, the jurisdiction under whose law it is formed, the address of its principal office, the registered agent information, the names and business addresses of its governors (a member-managed LLC need not list them), and whether it owns agricultural land and, if it does, whether it has foreign beneficial owners. The state's online search tool shows when yours is due.

Phase four: keeping the agent current

A new agent name or moved agent address must reach the state, as a statement of change, inside 30 days. The fee is $10, and the LLC Act makes a missed statement a ground for revoking the certificate.

Phase four: changes to the certificate

Changing anything the application stated, the name for example, requires an amended certificate of authority; the state charges $750 to an LLC and $250 to a corporation, and each filing carries a fresh home certificate. An LLC that renames itself to something the South Dakota naming rule rejects is shut out of doing business here until a compliant name and the amended certificate are in place.

Phase four: leaving

An LLC leaves by filing a notice of cancellation. A corporation instead seeks a certificate of withdrawal ($10), and it cannot withdraw before that certificate exists. See ending authority.

Example: a Minnesota LLC selling into Sioux Falls

A Minnesota LLC begins storing and delivering product from a leased Sioux Falls warehouse. It picks a local agent, asks Minnesota for its certificate of existence, and files the LLC application online for $750. A year later the annual report costs $55, and the state has received $805 in all.

Example: an Iowa corporation with a regional office

An Iowa corporation opens an office in Rapid City. It lists its officers and directors on the corporation application, adds the one-page original certificate of existence from Iowa and pays $750. Its first annual report adds $55, for $805 in all.

Example: a Delaware LLC that buys a rental house

SDCL 47-34A-1003(b) treats income-earning property owned in the state as doing business, which is why the Delaware LLC files ahead of closing. The Delaware certificate costs $50, the South Dakota filing $750, and the first year with South Dakota's report and Delaware's $400 tax comes to $1,205.

The sequence in plain terms

The decision comes first because the fee is large. The name comes before the agent because a failed name changes what you file. The home certificate comes last so it goes in with the application. Filing and payment come together because the state files an application only once the fees are paid.

Choosing online or paper

Online filing goes through Business Services Online and is processed immediately. Paper filing prints from the same tool, goes by mail to Secretary of State, 500 East Capitol Avenue, Suite 204, Pierre, costs $15 more and takes one to three business days on average. The state also offers expedited handling for $50.

What a clean package looks like

A clean package has the exact company name, the home jurisdiction, addresses that match the home certificate, an agent with a South Dakota address who has agreed to serve, a signed application and the right fee.

Small corrections that save time

Use the alternate-name route as soon as a name fails, instead of waiting for a rejection. Write the agent's address as a street address or rural route box. Match every date and jurisdiction to the home certificate. Sign with a title that shows authority. Each of these answers a problem the state lists.

Nonprofits and partnerships in the sequence

Nonprofits and both kinds of partnership follow the same sequence, each with its own filing and fee. A nonprofit pays $125 to apply and $10 a year. A partnership pays $125. Ask us which filing fits before you order.

A note on timing

Because the state handles online filings immediately, the clock that matters is the home certificate. Order it when the name and agent are settled.

Phase two: registering the name instead

An LLC that has not qualified in South Dakota can register its name rather than reserve it, at $25 a year, and a renewal filed between October and December costs $15 a year.

Phase four: a corporation that loses its certificate

A foreign corporation can challenge a revocation in circuit court, but the appeal has to be brought 30 days from the day the certificate of revocation is served. The state sets no charge for issuing that certificate ($0).

Phase three: a series LLC

An LLC able to set up series applies at $800 instead of the standard fee, whether it is the parent LLC or a series filing for itself.

Phase four: proof of what was filed

Proof of a filing comes from the state in copies, priced per page, with a certified copy costing more. The fees page lists both amounts.

Documents to keep after approval

Keep the certificate of authority, the state's receipt, the home certificate that went with the filing and a note of the business ID. The annual report tool uses the business ID.

Where each phase comes from in the statutes

Phase	What it covers	Where it is written
Decide	Doing business and the exceptions	SDCL 47-34A-1003 for LLCs; 47-1A-1501 for corporations
Name	Designators, distinguishable names, alternate names	SDCL 47-34A-105 and 47-34A-1005
Agent	Kinds of agent, address, change, resignation	SDCL chapter 59-11
Application	What each application states	SDCL 47-34A-1002; 47-1A-1503
Annual report	Who files and what it states	SDCL 47-34A-211; 59-11-24
Exit	Cancellation and withdrawal	SDCL 47-34A-1007; 47-1A-1520

Checklist before you file

Name cleared. Agent chosen and willing. Home certificate in hand, signed by the right official. Signer authorized. Fee ready for the route you picked. These match the state's own list of what goes wrong with foreign filings: a certificate of good standing that is not enclosed, a missing South Dakota registered agent or agent address, an unsigned filing, an incorrect or missing fee, and a corporate name that is not available for use in the state.

Costs in one table

The table below collects the payments an LLC meets from first filing to exit. The fees page adds the other entity types.

An LLC's payments over time

When	Payment	Amount
Before filing	Name reservation, optional	$25
Before filing	Home-state certificate	Set by the home state
Filing day	Application, online	$750
Filing day	Paper surcharge, if mailed	$15
Each year	Annual report, online	$55
When it happens	Change of agent or address	$10
When it happens	Amended certificate	$750
At exit	Notice of cancellation	Quoted when you order

Getting a South Dakota certificate of authority

Confirm the filing applies
Read the statute for your entity type.
Pick the form
LLC or corporation, and the fee that goes with it.
Clear the name
Reserve it or choose an alternate.
Name the agent
With a South Dakota address.
Order the home paper
Signed by the home official.
File and pay
$750 online.
Calendar the report
Once a year.

Guide questions

Who orders the home certificate?

We request it for you, timed to go in with the application.

Does the certificate expire?

It lasts until it is revoked or cancelled. The annual report and the agent keep it in order.

Can one filing cover two entities?

No. Each company files its own application.

Who signs for a corporation?

An authorized person, who prints a name and a title.

Start my certificate

Pricing

South Dakota

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