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The South Dakota LLC certificate of authority application

A foreign LLC applies for a South Dakota certificate of authority with the Application for Certificate of Authority, Foreign Limited Liability Company, which costs $750 online and goes in with 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. SDCL 47-34A-1002 sets 5 points for it to state. We prepare it for $199.

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LLC application in brief

Name of the filing
Application for Certificate of Authority, Foreign Limited Liability Company
Statute
SDCL 47-34A-1002
Online fee
$750
Fee if mailed
$765
With it
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
Filed with
South Dakota Secretary of State
Online processing
Immediately
Series LLCs
$800

How the five points are laid out

The statute tells the application to state 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.

Company name

Give the name as it is on the home certificate. An LLC name in South Dakota carries '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 must 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 either test goes in as an alternate name, and the company uses the alternate here.

Home jurisdiction

State the place whose law formed the company. It should match the home certificate word for word.

Principal office

List the principal office with both its street and mailing addresses. Where the home law makes the company keep an office there, add that office as well.

Series

An LLC that may establish series states what the Act requires on that point and pays $800 to apply.

Initial agent

Last comes the first registered agent, the person who accepts process for the company. The state wants an actual street address or rural route box number in South Dakota, plus a mailing address in the state if it is different. An agent named on the application has agreed to serve.

The paper that goes with it

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. A missing certificate is the first entry on the checklist of problems the Secretary of State prints for foreign filings. The home state charges what it charges for that paper.

Signing

An authorized person signs for the company. The state defines that person as someone the company has authorized to submit documents.

Online and paper routes

Business Services Online builds the application as you answer its questions and takes Visa, MasterCard, Discover or American Express cards for the fee. That tool also prints the completed form for anyone who prefers to mail it to Secretary of State, 500 East Capitol Avenue, Suite 204, Pierre, at $15 extra. For a mailed filing the state can require a second, exact or conformed copy.

After you file

The state files the application and issues the certificate of authority, with a copy and a receipt for the fees. The certificate does not allow the company to do more than a South Dakota LLC could do.

Common ways a filing goes wrong

The state's list of frequent problems 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.

Our work on this form

You send the company details, we draft each of the five points, request the home certificate and file with your fee. Our rate is $199; the state fee is $750.

Filing the LLC application through us

  1. Answer our questions

    Name, home state, offices, agent, signer.

  2. Review the draft

    Check each point against the home record.

  3. Approve the signer

    An authorized person for the company.

  4. We request the certificate

    It travels with the application.

  5. We file

    The application plus $750.

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.

LLC form questions

What does the LLC application cost?

$750 online and $765 by mail.

Does the form need a South Dakota office?

Only a registered agent address in the state.

Can the principal office be out of state?

Yes.

What if I make a mistake?

Changing what the application said means an amended certificate ($750).

Prepare my LLC application

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

Request my certificate

The $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

  1. SDCL 47-34A-212, limited liability company fees
  2. South Dakota Secretary of State, filing fee schedule
  3. SDCL 47-1A-122, business corporation fees
  4. South Dakota Secretary of State, business services
  5. South Dakota application for certificate of authority, foreign limited liability company
  6. SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
  7. South Dakota Secretary of State, corporations FAQ
  8. SDCL 47-34A-105, limited liability company names
  9. SDCL chapter 59-11, Model Registered Agents Act
  10. South Dakota Secretary of State, foreign business corporations guide
  11. South Dakota application for certificate of authority, foreign business corporation
  12. South Dakota notice of cancellation of certificate of authority, foreign limited liability company
  13. South Dakota Business Services Online, register a business instructions

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