South Dakota Foreign Registration / Corporations
The South Dakota foreign corporation application
A foreign business corporation files the Application for Certificate of Authority, Foreign Business Corporation with a one-page original certificate of existence, or a document of similar import, authenticated by the official who keeps the corporate records in the home state or country and pays $750 online. The form asks for the corporation's officers and directors, and we prepare it for $199.
The corporation application at a glance
- Title
- Application for Certificate of Authority, Foreign Business Corporation
- Law
- SDCL 47-1A-1503
- Fee
- $750 online, $765 on paper
- Attached
- A one-page original certificate of existence, or a document of similar import, authenticated by the official who keeps the corporate records in the home state or country
- Signed by
- An authorized person, with a printed name and title
- Yearly
- Annual report, $55 online
- Amending
- $250
- Withdrawing
- $10
What the statute asks for
SDCL 47-1A-1503 has the application set out the corporation name (or a compliant name where its own is unavailable), the state or country of incorporation, its date of incorporation and period of duration, the street address of its principal office, the registered agent information, and the names and usual business addresses of its current directors and officers. The form numbers its items one to nine, ending with the certificate.
The name
The form tells the corporation to enter its name with a corporate designator or its abbreviation. If the name is not available in South Dakota, the form takes a name that meets the state's naming sections instead, and a foreign corporation may use an assumed name adopted by a board resolution certified by its secretary.
Home state, date and duration
Items three to five cover the governing law, the incorporation date and the stated duration. All three come from the home-state articles and certificate.
The principal office
Item six is the address of the principal office, meaning the executive offices. The form takes a street address, a separate mailing address if different, and an optional email address.
The registered agent
Item seven asks for the South Dakota registered agent and lets the corporation choose one of three kinds. A noncommercial agent is entered with a name and South Dakota street and mailing addresses. A commercial registered agent is entered by its CRA number, which the agent supplies. A corporation with no agent of its own can name an office title, plus the business address of the person who holds that office.
Officers and directors
Item eight lists the president, vice president, secretary and treasurer, then room for up to three directors, each with a street address. A check mark next to an officer shows that the officer also sits on the board. Use the current officers named in the home records.
The certificate
Item nine is the certificate itself: a one-page original certificate of existence, or a document of similar import, authenticated by the official who keeps the corporate records in the home state or country. The form adds that it is filed together with the application. A missing certificate leads the state's own checklist of problems with foreign filings.
Signature and the warning on the form
The corporation signs through an authorized person, who also prints a name and a title. The form warns that knowingly false material statements are an offense.
Fee and where to file
The state fee is $750 when filed online and $765 when the same application is mailed in, because the paper surcharge applies to corporations as well. Mail goes to Secretary of State, 500 East Capitol Avenue, Suite 204, Pierre. The Secretary of State puts new paper filings at one to three business days on average.
After approval: the annual report
An authorized foreign corporation files an annual report with the Secretary of State for $55 online or $70 on paper. The same 60-day windows govern revocation: a corporation whose report is more than sixty days late, or which has no registered agent for sixty days, can lose its certificate.
Withdrawing
Withdrawal needs a certificate of withdrawal first, and that certificate costs $10. The cancellation page covers the application.
Our part in the corporation filing
You send the corporation's details, its officers and directors and its agent choice. We prepare the application, order the home certificate to go with it and file at $750. Our charge is $199.
Filing the South Dakota corporation application through us
Send the details
Corporate name, home state, date of incorporation, duration and principal office.
List officers and directors
The current president, vice president, secretary, treasurer and directors with street addresses.
Choose the registered agent
Noncommercial, commercial by CRA number, or an office title.
We order the certificate
An original one-page certificate of existence.
We file
The application and $750 go to the Secretary of State.
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.
Questions from corporations
How much does a foreign corporation owe to apply?
$750 online.
Does the corporation file a yearly report?
Yes, at $55 online.
Does a corporation read the same activities list as an LLC?
No. Its list is introduced by "among others", and owning property without more does not count for a corporation.
What does an amended certificate cost?
$250, filed when the name, duration, home state or agent information changes.
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
- South Dakota application for certificate of authority, foreign business corporation
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- South Dakota Secretary of State, foreign business corporations guide
- SDCL chapter 59-11, Model Registered Agents Act
- South Dakota notice of cancellation of certificate of authority, foreign limited liability company
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
Doing business in South Dakota?
Order now and we prepare and file the application for you.