South Dakota Certificate of Authority › Delaware companies
Delaware LLCs and the South Dakota certificate of authority
A Delaware LLC that does business in South Dakota applies for a certificate of authority at $750 and attaches a Delaware certificate of good standing, $50. Year one in total is $1,205 once South Dakota's report and Delaware's $400 tax are counted, with the Delaware certificate on top.
Where the two states differ
| Point | Delaware | South Dakota |
|---|---|---|
| Annual bill | $400 tax | $55 annual report |
| When | June 1 | South Dakota assigns the date company by company |
| If late | $200 penalty | Quoted when you order |
| Certificate | Good standing, $50 | Certificate of existence, supplied by Delaware |
| Filing | Already formed | Application, $750 |
| Agent | A Delaware registered agent | A separate South Dakota registered agent |
The two agents are independent, and so are the two annual bills.
Why Delaware LLCs end up here
Rental property, a leased warehouse or revenue-earning equipment in South Dakota brings a Delaware LLC under the property rule. The Act counts such holdings as doing business, so the LLC itself is the applicant, not the people behind it.
Filling in the application
The home jurisdiction is Delaware. The principal office is wherever the company manages its business. The agent is in South Dakota. The company name is copied from the Delaware certificate, and if it fails South Dakota's naming test the company uses an alternate name in the state.
The Delaware certificate
Ask Delaware for a certificate of good standing. 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, which that certificate satisfies.
Keeping both records aligned
A name change in Delaware has to be mirrored in South Dakota. The company obtains an amended certificate of authority at $750 before using a name that fails the South Dakota test. The amended filing also needs a fresh Delaware certificate.
Delaware's annual bill
Delaware charges $400 a year, payable June 1, with a $200 penalty for a late payment.
South Dakota's annual bill
South Dakota separately wants an annual report, $55 online.
If you are not an LLC
A Delaware corporation uses the corporation form at $750. A Delaware nonprofit pays $125.
Four checks before ordering
Is the Delaware account current? Does the name pass South Dakota's designator test? Has the South Dakota agent agreed to serve? Is the signer authorized to act for the company? When all four answers are yes, the Delaware certificate ($50) and the $750 application can go together.
Timing the Delaware certificate
Order the Delaware certificate when the South Dakota application is ready to sign, so the two travel together.
Delaware agent, South Dakota agent
Delaware has its own registered agent for a Delaware LLC. South Dakota needs one with a local address, entered on its own filing. We can be the South Dakota agent.
What changes if the Delaware LLC moves its management
Relocating the people who run the company does not change the home jurisdiction. The principal office on the application would change, and a change to what the application states calls for an amended certificate at $750.
How Delaware measures its tax
Delaware assesses its annual tax if the entity is active in the records of the Division at any time during January 1 to December 31 of the tax year. For that reason the year of a South Dakota exit still carries a Delaware bill if the Delaware LLC stays on the Delaware record.
Delaware's own agent rule
A Delaware registered agent is an individual resident of Delaware, or a domestic or foreign entity other than the LLC itself that has a Delaware business office at the registered office. That agent serves Delaware only; South Dakota wants its own.
A sensible order of work
Settle the South Dakota name, line up the South Dakota agent, check that the Delaware account is current, order the Delaware certificate, and file. The Delaware certificate costs $50 and goes in with the $750 application.
Closing the South Dakota record
When a Delaware LLC winds up, cancel the South Dakota certificate first. See ending authority.
Year one by the numbers
$750 for the South Dakota filing, $55 for the first South Dakota report and $400 for Delaware's tax add to $1,205. The Delaware certificate, $50, is extra.
A Delaware LLC gets its South Dakota certificate
Pay Delaware's tax
Bring the Delaware account up to date.
Clear the name in South Dakota
Or pick an alternate.
Name a South Dakota agent
With a local address.
Order the Delaware certificate
$50 for good standing.
File
$750 to the Secretary of State.
Delaware questions
Which Delaware document goes with the application?
A certificate of good standing.
Does South Dakota replace Delaware's tax?
No. They are separate bills.
Does the Delaware agent cover South Dakota?
Only if it also has a South Dakota address and agrees to serve.
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
- Delaware Division of Corporations fee schedule (PDF)
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- Delaware Division of Corporations, LLC/LP/GP annual tax
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- South Dakota application for amended certificate of authority, foreign limited liability company
- SDCL 47-34A-211, annual report of a limited liability company
- South Dakota Business Services Online, annual report instructions
- SDCL chapter 59-11, Model Registered Agents Act
- SDCL 47-34A-105, limited liability company names
- Division of Corporations, pay taxes and file annual reports
- Delaware Code Title 6, chapter 18, subchapter IX (foreign LLCs)
Ready for your South Dakota certificate?
Name your entity type and we draft the matching application.