South Dakota Foreign Registration / Registration guide
The South Dakota foreign LLC registration guide
A foreign LLC pays $750 online to be authorized in South Dakota: the Secretary of State files its application for a certificate of authority, which travels with the home-state certificate of existence. Below, the work runs in the order you do it, from deciding whether the filing applies through the first annual report and beyond.
What "foreign" means here
South Dakota calls an LLC foreign when another state's law, or another jurisdiction's, created it, so Iowa, Delaware and Wyoming companies are each foreign in South Dakota. Home-state law carries on settling the company's internal workings and the liability of its owners, and South Dakota cannot refuse a certificate because that law differs from its own. A certificate of authority also gives the company no right to carry on anything that a South Dakota LLC could not carry on.
Step one: decide whether the filing applies
The Act forbids doing business in the state before the certificate is issued, and it lists 10 activities that fall outside the term. Holding income-producing property inside South Dakota is itself doing business. The doing business page lays the list out in groups. Whether your own activity crosses the line turns on facts that a South Dakota business lawyer can weigh for you.
Step two: settle the name
A South Dakota LLC name has to contain '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 a foreign LLC's name has to 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. If the home-state name falls short of the rule, no certificate issues until the company chooses a different name for use in South Dakota, which the Act calls an alternate name, and from then on it trades here under it. A name can be reserved for $25 while the other papers are gathered.
Step three: choose the registered agent
The application names an initial agent for service of process. South Dakota's registered agent law lets the filing name a commercial registered agent by name; or, with no commercial agent, a noncommercial registered agent by name and address, or the title of an office whose holder will receive service together with that person's business address. Whichever you pick, the filing needs an actual street address or rural route box number in South Dakota, plus a mailing address in the state if it is different. We can serve as the agent, or you can use your own. The registered agent page has the rest.
Step four: order the home certificate
The application is filed 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. Your home state decides its own price and speed for that certificate. We order it once the other pieces are ready so that it goes in with the application and not weeks before it.
Step five: complete the application
The Act makes the application 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. The LLC application page takes each item in turn and shows what to copy from the home-state records.
Step six: choose online or paper, and pay
The Secretary of State accepts the application through Business Services Online, where Visa, MasterCard, Discover or American Express cards are accepted. It says online filings are processed immediately and that new paper filings take one to three business days on average. The fee is $750 online. The online tool can also build the form so you can print, sign and mail it, and that route adds $15 for a total of $765. Faster handling than the normal course costs $50 more.
Step seven: what the state does with it
Unless the application fails the filing requirements, the Secretary of State files it once all fees are paid, then prepares and files a certificate of authority and sends a copy with a receipt for the fees. The company can start doing business in South Dakota from the date the certificate is issued.
Step eight: file the annual report
A foreign LLC authorized in South Dakota files an annual report each year. The report costs $55 online and $70 on paper, and it 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. The state's online search tool shows when your report is due. See the annual report page.
Keeping the certificate in force
The Secretary of State may revoke a certificate 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 notice of revocation goes to the registered agent, cannot take effect for at least 60 days after it is mailed, and falls away if the company cures every ground first.
Changing something later
To swap the registered agent or its address, file a statement of change ($10); it must reach the state within 30 days after the change happens. Renaming the company, or altering anything else stated in the application, means an amended certificate of authority at $750, filed with a new certificate of existence. A name change to a name that fails South Dakota's rule bars the company from doing business until it fixes the name and gets the amended certificate.
Leaving
To end its authority an LLC files a notice of cancellation naming the company and saying it wants to cancel; the certificate ends when the notice takes effect. The state keeps its role as the company's agent for claims from the business it did in South Dakota. The cancellation page covers it.
Walk-through: an Iowa LLC with an office in Sioux Falls
The owners search the state's records and find the name free. They name a Sioux Falls resident as registered agent, with a street address, and list the Sioux Falls office as the place for the company's South Dakota business. They request the Iowa certificate of existence and sign the application as an authorized person. The company pays $750 online by card and the state files the application. At the end of the first reporting cycle the company pays $55, which brings the state total to $805.
Walk-through: a Delaware LLC with a rental property in Rapid City
Under the Act, income-producing property held in the state is doing business, so the Delaware LLC applies before it closes on the purchase. It orders a Delaware certificate of good standing for $50, names a Rapid City agent and files with $750. With the South Dakota annual report and Delaware's $400 annual tax, the first year comes to $1,205 before the Delaware certificate.
If a step goes wrong
The Secretary of State lists the problems that most often hold up a foreign filing: 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. A name that is not available means choosing an alternate name for South Dakota and filing again with it. A certificate that was left out is sent in with the application. An agent address that is not complete is corrected on the form. We check these points before filing.
Documents and facts to gather
Have the company's exact name, its home state, its principal office's street and mailing addresses, any office its home law requires, the name and South Dakota address of the registered agent, the home certificate, and the signer's name and title. An LLC that may establish series also states the series information and pays $800.
Planning the calendar
Settle whether the filing applies before anything else, because every later step costs money or time. Test the name next, because a name that fails sends the company back to choose an alternate, and do it before ordering anything from the home state. Order the home certificate when the rest is signed. Then file. Online filings are processed immediately, so a company that is ready can finish in one sitting. The first annual report follows later.
When the state finds a defect
The statute has the Secretary of State file the application unless it determines that the application does not meet the filing requirements. A filing that falls short is therefore not turned into a certificate until the defect is fixed. That is why the points the state lists as common problems are the ones we test first.
The first year after approval
File the state's receipt, and the certificate of authority, among the company's records. Note the annual report date on the company calendar. A new agent name or a moved agent address goes to the state within 30 days.
Itemised costs
| Item | Amount | Remark |
|---|---|---|
| Name reservation | $25 | Optional |
| Home certificate | Set by the home state | Delivered with the application |
| Application, online | $750 | Processed immediately |
| Paper surcharge | $15 | Only if filed on paper |
| Annual report, online | $55 | Each year |
| Change of agent or address | $10 | Within thirty days of the change |
| Amended certificate | $750 | For changes to the application |
| Cancellation | Quoted when you order | Notice of cancellation |
Totals for typical cases are on the cost page.
Checks we make before filing
The name meets the designator rule and is distinguishable. The agent has a South Dakota street address. The certificate comes from the right official. The signer is an authorized person. The fee is right for the route chosen. These are the points the Secretary of State lists among the common problems with foreign filings.
Getting a foreign LLC authorized in South Dakota
Read the rule
Decide whether your South Dakota activity needs a certificate.
Settle the name
Meet the designator rule and choose an alternate name if needed.
Name the registered agent
A South Dakota street address is required.
Order the home certificate
Time it to the filing.
Complete the application
The five points the statute lists.
File and pay
$750 online, or $765 by mail.
Calendar the annual report
$55 each year.
Registration questions
How long does registration take?
The Secretary of State says online filings are processed immediately and new paper filings take one to three business days on average.
Do I need a South Dakota address?
You need a registered agent with a South Dakota street address. The principal office can be anywhere.
Can I use a name that is taken in South Dakota?
Not as is. It picks a substitute name to use here.
How do I keep the certificate in good order?
File the annual report each year, keep a registered agent in place and report any agent change within the thirty-day window.
What if I never register?
The company cannot sue in South Dakota courts, but its contracts stay valid.
Can a corporation follow this guide?
The order is the same, but a corporation files its own application, which also lists officers and directors, and it uses a different exit filing.
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
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL 47-34A-105, limited liability company names
- SDCL chapter 59-11, Model Registered Agents Act
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
- SDCL 1-8-12, fee for expedited service
- 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 47-1A-1501 to 47-1A-1532, foreign corporations
- SDCL 59-11-3, registered agent filing fees
- South Dakota Business Services Online, registered agent statement of change instructions
- South Dakota application for amended certificate of authority, foreign limited liability company
- South Dakota notice of cancellation of certificate of authority, foreign limited liability company
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- South Dakota Secretary of State, foreign business corporations guide
Doing business in South Dakota?
Order now and we prepare and file the application for you.