South Dakota Certificate of Authority › Wyoming companies
Wyoming LLCs and the South Dakota certificate of authority
A Wyoming LLC that does business in South Dakota pays $750 for its certificate of authority and gets the Wyoming certificate for $0. Year one: $750 to file, $55 for the first South Dakota report and $60 for Wyoming, $865 in all.
Wyoming against South Dakota
| Point | Wyoming | South Dakota |
|---|---|---|
| Yearly bill | $60 minimum | $55 annual report |
| Certificate | $0 | Certificate of existence, supplied by Wyoming |
| Filing | Already formed | Application, $750 |
| Agent | A Wyoming registered agent | A second, South Dakota registered agent |
Each state keeps its own record and its own bill.
When a Wyoming LLC must apply
A Wyoming LLC applies when it does business in South Dakota. An income-earning asset owned in South Dakota counts, and so does anything else outside the Act's list of exceptions. For your own facts, a South Dakota business lawyer is the right adviser.
Home certificate from Wyoming
Wyoming charges $0 for its certificate. 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.
Filling in the application
Wyoming is the home jurisdiction. The principal office is wherever the business is directed. The agent is in South Dakota, with an address in the state.
The name test
The LLC name must pass South Dakota's designator and distinguishability tests. If it does not, the company files an alternate name for use here.
What Wyoming still wants
Wyoming's annual minimum, $60, continues regardless of what is filed in South Dakota.
What South Dakota wants every year
An annual report of $55 online, naming 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.
Changing the record later
The company amends its certificate at $750 when the information in its application changes, and it files a $10 statement of change when the agent's details do.
A concrete case: a Wyoming LLC in Sioux Falls
Say a Wyoming LLC takes a lease on a Sioux Falls warehouse. Its application gives Wyoming as home, shows where the business is directed as the principal office and names a Sioux Falls agent. The Wyoming certificate goes in with it, the company pays $750 online, and a year on it pays $55 while Wyoming collects its $60 minimum.
Why the order of operations matters
Wyoming comes first because the certificate comes from Wyoming. South Dakota comes second because the application travels with that certificate. Reversing the order leaves a filing waiting on a missing paper.
Agents in both states
Wyoming has its own registered agent rules for Wyoming. South Dakota requires an agent with an address in South Dakota. We can be the South Dakota agent.
Home-state law stays in charge
Wyoming law keeps deciding internal governance and owner liability. South Dakota must grant the certificate even though its own LLC law differs.
What South Dakota can and cannot ask
The certificate gives a Wyoming LLC no right to carry on a business that a South Dakota LLC could not. It does not decide anything about South Dakota taxes, which turn on other laws.
Questions a Wyoming LLC should settle first
Does the company own property in the state that earns income? Does it have a South Dakota agent who has agreed to serve? Does the name pass South Dakota's designator test? Is the Wyoming certificate in hand?
How much a Wyoming LLC saves on the home paper
Wyoming prices its certificate at $0, so a Wyoming LLC pays less for the home paper than a Delaware one, which pays $50. The South Dakota fee is the same either way.
Leaving
Cancel the South Dakota certificate before dissolving in Wyoming. See ending authority.
If the company is a corporation or a nonprofit
Corporations from Wyoming file the corporation form at $750, and a Wyoming nonprofit pays $125.
If the Wyoming LLC later leaves South Dakota
The LLC files a cancellation notice, and its authority is over once that notice becomes effective, though the Secretary of State stays its agent for claims from its South Dakota years. The cancellation fee is quoted when you order, and Wyoming's $60 minimum is a separate bill.
A Wyoming LLC gets its South Dakota certificate
Confirm Wyoming records
Pay the Wyoming minimum if due.
Clear the South Dakota name
Or file under an alternate.
Name a South Dakota agent
With a South Dakota address.
Order the Wyoming certificate
$0.
File
$750 online.
Wyoming questions
Is the Wyoming certificate free?
Wyoming lists it at $0.
Do I owe South Dakota an annual report?
Yes, $55 online.
Do I need a second agent?
Yes. South Dakota needs one with a South Dakota address.
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
- Wyoming Secretary of State, Business Division fee schedule
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL chapter 59-11, Model Registered Agents Act
- SDCL 47-34A-105, limited liability company names
- SDCL 47-34A-211, annual report of a limited liability company
- SDCL 59-11-3, registered agent filing fees
- Delaware Division of Corporations fee schedule (PDF)
- South Dakota notice of cancellation of certificate of authority, foreign limited liability company
Ready for your South Dakota certificate?
Name your entity type and we draft the matching application.