South Dakota Foreign Registration / Delaware LLCs
Delaware LLC authorization in South Dakota
A Delaware LLC pays South Dakota $750 to apply and Delaware $50 for the certificate of good standing, $800 together. In the first year the company also pays South Dakota $55 for its annual report and Delaware $400 for its annual tax, for $1,205 before the Delaware certificate.
Delaware and South Dakota compared
| Item | Delaware | South Dakota |
|---|---|---|
| Yearly charge | $400 tax | $55 annual report |
| Due | June 1 | Set by South Dakota for each company |
| Late charge | $200 penalty and interest | Quoted when you order |
| Home paper | Certificate at $50 | Certificate of existence from the home official |
| Original filing | Already formed | $750 application |
| Agent | Delaware registered agent | South Dakota registered agent |
Each state bills on its own schedule.
Filling in the application for a Delaware company
Delaware is the state of formation. The principal office goes wherever you manage the business from. The registered agent is in South Dakota. Copy the exact name from the Delaware certificate.
Certificate from Delaware
Delaware's price for a good standing certificate is $50. South Dakota 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, and a Delaware certificate fits that description.
Delaware upkeep
Each year Delaware bills $400; payment is due June 1, and a $200 penalty follows a late payment.
South Dakota upkeep
South Dakota separately asks for an annual report at $55 online. Two registered agents are involved: the Delaware one for Delaware, and a South Dakota one for the South Dakota record.
The Delaware name in South Dakota
A Delaware name that clashes with a name on South Dakota's records cannot be used as is. The LLC chooses a different name for South Dakota and trades here under it.
Changing the filing later
A change to the information in the application means an amended certificate at $750, and a change of agent is $10.
Corporations from Delaware
A Delaware corporation files the corporation application and pays $750. A Delaware nonprofit pays $125.
A common reason Delaware LLCs apply
A Delaware company that owns a rental building or equipment earning income in South Dakota meets the property rule, whether or not it has an office or an employee there. Such a company applies before it closes on the purchase.
Keeping the two records in step
A name change at home has to be matched in South Dakota. If the new Delaware name is not distinguishable from names on the South Dakota record, the company adopts a South Dakota alternate name and obtains an amended certificate at $750 before using it here. The home certificate for that filing is a fresh one from the Delaware official.
Delaware first, then South Dakota
The South Dakota application travels with a certificate from the Delaware official. The Delaware annual tax is paid first, and we order the certificate once the South Dakota application is signed, so the two documents are filed together at the $750 fee.
Delaware and South Dakota on the same calendar
A Delaware LLC has two dates to track. Delaware's annual tax is due June 1. South Dakota sets its annual report date for each company, and it is not tied to Delaware's date. Put both in one calendar so that neither state sees a lapse.
What comes back from South Dakota
When nothing is missing and the $750 is paid, the Secretary of State accepts the filing and sends the company its certificate of authority along with a fee receipt. A Delaware company may begin its South Dakota business from the date that certificate is issued, and not before.
Closing a Delaware LLC
Cancel the South Dakota certificate on the cancellation page before dissolving at home, so that the South Dakota record closes cleanly.
Year one in numbers
South Dakota's application is $750. Delaware's certificate adds $50, so $800 together. Add South Dakota's $55 report and Delaware's $400 tax and the first-year total reaches $1,205, counting only the application, the report and the tax.
Registering a Delaware LLC in South Dakota
Check Delaware standing
Clear the yearly Delaware bill first.
Test the South Dakota name
If it clashes, adopt an alternate name.
Name the South Dakota agent
With a South Dakota street address.
Order the Delaware certificate
At $50.
Complete and file
The application and $750.
Delaware LLC questions
Does South Dakota accept a Delaware certificate?
Yes. A Delaware certificate signed by the Delaware official is what the application asks for.
Which certificate do I order from Delaware?
A certificate of good standing, which Delaware prices at $50.
Does my Delaware agent also serve South Dakota?
Only if that agent has a street address in South Dakota and is willing to serve there.
Does my Delaware LLC owe South Dakota an annual report?
Yes, at $55 online.
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.
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)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- 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-211, annual report of a limited liability company
- SDCL 47-34A-105, limited liability company names
- SDCL 59-11-3, registered agent filing fees
- South Dakota application for amended certificate of authority, foreign limited liability company
- South Dakota Business Services Online, annual report instructions
Doing business in South Dakota?
Order now and we prepare and file the application for you.