Foreign LLC registration in South Dakota
South Dakota foreign LLC registration: know the rule, then file once
The state fee is $750. Read what counts as doing business, then we prepare and file the application.
Details received
Company, agent and signer.
Certificate ordered
Home certificate of existence.
Application filed
Online, with the state fee.
A foreign LLC gets its South Dakota certificate of authority by filing the Application for Certificate of Authority, Foreign Limited Liability Company 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, and paying $750 when it files online. When you are ready, we draft the application, settle the details with you and file it for $199.
Start with the rules on what counts as doing business, or go straight to the registration guide. The cost page adds up the first years, and the LLC application page covers each item the form asks for.
- Online filings processed at once
- The rule laid out in plain words
- South Dakota agent offered
South Dakota Secretary of State
Certificate of Authority, Foreign Limited Liability Company
- Company
- Sample Badlands Holdings LLC
- Formed in
- Iowa
- Registered agent
- South Dakota street address
Shown for illustration; an actual record carries your details.
What is included
Know the rule first
The state charges $750. The statute's exceptions are sorted into plain groups before you spend it.
Online is immediate
The Secretary of State says online filings are processed immediately; new paper filings take one to three business days on average.
One yearly report
Each year a foreign LLC sends the state its annual report. We tell you what it asks for and what it costs.
Registered agent
South Dakota registered agent service is available from us; you can instead name someone yourself.
Short intake
The company, its home state, its agent and its signer. That is all we need to start.
A person answers
Questions about your South Dakota filing go to a preparer.
Getting a foreign LLC authorized in South Dakota
Confirm the filing applies
Compare what you do in South Dakota with the statute's safe list.
Check the name
The name needs '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 state's records.
Choose the registered agent
A commercial agent, an individual or entity serving in the state, or an office title, with its address.
Order the home certificate
The application travels 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.
Complete the application
It 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.
File and pay
File online with a card for $750, or mail the printed form with the fee for $765.
South Dakota registration in brief
- Application
- Application for Certificate of Authority, Foreign Limited Liability Company
- State fee
- $750 online, $765 on paper
- Filed with
- South Dakota Secretary of State
- Home paper
- 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
- Online result
- The state processes online filings immediately
- Paper result
- One to three business days on average
- Every year
- Annual report, $55 online
- Leaving
- Notice of cancellation
Does your LLC have to apply?
Only if it does business in South Dakota. Whether your own activity crosses that line depends on your facts; a South Dakota business lawyer can tell you.
The LLC Act names 10 kinds of activity that do not count: defending, settling or maintaining a proceeding; internal affairs such as members' or managers' meetings; accounts at financial institutions; offices or agencies that handle the company's own securities; sales through independent contractors; soliciting or taking orders, by mail, electronically or through employees or agents, that need acceptance outside South Dakota to become contracts; creating or acquiring debt, mortgages or security interests; securing or collecting debts and enforcing security interests, including holding property acquired that way; a single transaction completed within thirty days and not part of a series of similar ones; and business in interstate commerce. Real estate or goods that the company owns in the state and that earn income do count. The doing business page walks through the common cases.
What South Dakota charges
An LLC pays $750 to apply, and a corporation pays the same $750. A limited liability partnership, a limited partnership or a nonprofit corporation each pays $125. A paper filing adds $15 when the same document could have gone online.
Application fee by kind of entity
| Entity | Filing | Fee online |
|---|---|---|
| LLC | Certificate of authority | $750 |
| Business corporation | Certificate of authority | $750 |
| Nonprofit corporation | Application for authority | $125 |
| Limited partnership | Registration of foreign LP | $125 |
| Limited liability partnership | Statement of qualification | $125 |
A foreign corporation has its own application page, because its form asks for officers and directors and its withdrawal works differently.
Online or by mail
South Dakota has an online filing system called Business Services Online that takes Visa, MasterCard, Discover or American Express cards. The state handles online filings immediately, and paper filings need one to three business days on average. Faster handling than the normal course costs $50 extra. A complete application with the fees paid comes back from the Secretary of State as a certificate of authority, with a receipt.
The home certificate
The state wants 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. We order it from your home state once the rest of the application is signed, so it arrives with the filing. Your home state charges what it charges for the certificate.
The registered agent
A first registered agent goes on the application, shown with a South Dakota street address plus a mailing address. The agent may be a commercial agent on the state's list, or an individual or entity serving in the state. Whoever is named must have agreed to serve beforehand. We can act as the agent; you may also name your own. See the registered agent page.
The annual report
South Dakota expects each foreign LLC to send the Secretary of State an annual report. It costs $55 online and $70 by mail, and it lists the company's address, its agent and its governors. A report left unfiled for sixty days past its due date can lead to revocation of the certificate. See the annual report page.
If the company skips the filing
South Dakota sets no fine in the LLC Act. What it does instead is bar the company from starting or continuing a lawsuit in the state's courts until it holds a certificate, while its agreements stay in force and a lawsuit against it can still be defended. The attorney general has a further power under the Act: asking a court to bar the company's South Dakota operations. The page on the consequences has the full list.
Keeping the certificate
A certificate can be revoked for an unpaid fee, tax or penalty to the Secretary of State left more than sixty days past due; an annual report not delivered within sixty days of its due date; no agent for service of process appointed and kept as South Dakota law requires; and no statement of change delivered within thirty days of a change in the agent's name or address. The state must give at least 60 days of notice, and the company keeps its authority if it fixes every ground first.
Leaving South Dakota
An LLC ends its authority with a Notice of Cancellation of Certificate of Authority, Foreign Limited Liability Company. The fee for an LLC cancellation is quoted when you order. A corporation uses a certificate of withdrawal; its fee is $10. Both are on the cancellation page.
What the first two years look like
Take an LLC that applies online and files its first annual report: the state total is $805. Each later year brings the annual report, plus any statement of change, amendment or cancellation the company chooses to file. That makes the first payment the one to get right, and it is why the name, the agent and the certificate all get checked before the application goes in.
Where we fit
Owners who prefer to file without help can use the do-it-yourself page. We take over the checking, the certificate order and the filing. Our fee is $199; the state's is $750; checkout shows both as separate lines.
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.
What you pay
Apply in South Dakota
South Dakota$199
+ $750 South Dakota fee
- The application, drafted from your answers
- Your home certificate of existence, ordered to match the filing
- A South Dakota registered agent, either ours or your own pick
- The filed certificate of authority, sent to you
- Renewal: after the first year, the agent service renews at $149 a year
For an LLC, $750 is paid to the Secretary of State and appears as its own line; other kinds of entity are priced on their own pages. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
South Dakota foreign LLC registration: your questions
What is the South Dakota state fee for a foreign LLC?
$750 online and $765 on paper, plus $199 from us.
Must a foreign LLC send in an annual report?
Yes. The report costs $55 online.
How fast is the online filing?
The Secretary of State processes online filings immediately.
Does South Dakota fine an unregistered foreign LLC?
The LLC Act sets no fine. The company cannot sue in South Dakota courts until it has a certificate.
When is the home certificate ordered?
We order it once the rest of the application is signed, so it goes in with the filing.
Who signs the application?
An authorized person signs for the company.
What does an expedited filing cost?
$50 on top of the filing fee.
How do we leave?
File a notice of cancellation, covered on the cancellation page.
Do corporations and partnerships use the same pages?
They follow the same order with their own fees: $750 for a corporation and $125 for a partnership or nonprofit. The corporation application page covers the form for a corporation.
Sources
- SDCL 47-34A-212, limited liability company fees
- South Dakota Secretary of State, filing fee schedule
- SDCL 47-1A-122, business corporation fees
- South Dakota Secretary of State, business services
- South Dakota application for certificate of authority, foreign limited liability company
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
- SDCL 47-34A-105, limited liability company names
- SDCL 1-8-12, fee for expedited service
- SDCL chapter 59-11, Model Registered Agents Act
- South Dakota application for certificate of authority, foreign business corporation
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- South Dakota notice of cancellation of certificate of authority, foreign limited liability company
- SDCL 59-11-3, registered agent filing fees
Doing business in South Dakota?
Order now and we prepare and file the application for you.