South Dakota Certificate of Authority › Annual reports
The annual report for foreign entities in South Dakota
Every authorized foreign LLC in South Dakota files an annual report, and it costs $55 online or $70 on paper. A corporation pays $55 online, and a nonprofit $10. A report that is sixty days overdue lets the state start revocation.
Annual report fees
| Entity | Web | |
|---|---|---|
| LLC | $55 | $70 |
| Business corporation | $55 | $70 |
| Nonprofit | $10 | Quoted when you order |
Who must file
The LLC Act puts the duty on every foreign limited liability company authorized to transact business in South Dakota, except a bank organized under the state banking chapter.
The contents
A 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.
Agricultural land
One question concerns farmland: does the entity own any? A foreign entity that does adds a description of the land, its acreage and how it is used.
Due dates
The state's search tool, used with your business ID, shows when each report falls due. Put the date in the company's calendar the day the certificate arrives.
How to file
An active entity files through the online report tool. It asks for the entity's Secretary of State business ID and, for an LLC, the names and addresses of its principal officers and governors. Mailing a printed copy costs the paper amount.
Currentness and signing
State only what is true on the signing date, and let any authorized person sign. Changes made later supplement the yearly filing instead of replacing it, and such an amendment goes in by mail on a paper form.
Corrections
Should the report be missing something, the state writes to the company and returns it. Fix it and send it back inside 30 days and it still counts as timely.
Delinquent reports
An overdue report can still be filed, online or by mail, with a late fee added to the report fee. We quote the late fee when you order. Past sixty days, the Act allows the state to begin revoking the certificate.
Agent changes during the year
The report repeats the registered agent. If the agent changed during the year, the statement of change, $10, has to be on file already.
What can cost a certificate for lack of a report
| Entity | Revocation grounds include |
|---|---|
| LLC | An annual report not delivered within sixty days of its due date |
| Corporation | An annual report not delivered within sixty days of its due date |
In both cases the state must give notice first, and the company can cure.
A worked example
Suppose an LLC was authorized in the spring. Its first report is filed online for $55, with the business ID, the principal office, the agent and the governors listed, and a note that the LLC owns no farmland. If the agent later moves, the statement of change goes in separately at $10 and the next report shows the new agent.
Corporation specifics
A foreign corporation files under the corporation chapter and pays $55 online or $70 on paper. Its certificate can be revoked for an annual report not delivered within sixty days of its due date; franchise taxes or penalties unpaid for sixty days; no registered agent in the state for sixty days or more; no filing within sixty days to report that the agent changed or resigned; a document signed knowing it was materially false; and a home-state certificate of dissolution or merger.
Nonprofit specifics
A foreign nonprofit corporation pays $10.
Before you submit
Check the entity name against the South Dakota record, confirm the principal office, confirm the registered agent, list the governors if the entity is not a member-managed LLC, and answer the land question. Then sign.
Leaving before the next report
Once an LLC cancels its certificate, the yearly duty ends with it. See ending authority.
Annual report questions
What is the LLC annual report fee?
$55 online.
Does a nonprofit file one?
Yes, at $10.
Where do I find the due date?
In the state's business search tool.
Can I fix a returned report?
Yes, inside the correction window the state allows.
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
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL 47-34A-211, annual report of a limited liability company
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- South Dakota Business Services Online, annual report instructions
- SDCL 59-11-3, registered agent filing fees
- SDCL chapter 59-11, Model Registered Agents Act
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
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