South Dakota Foreign Registration / Annual report
The South Dakota annual report for a foreign LLC
Every foreign LLC holding a South Dakota certificate sends the Secretary of State an annual report. It costs $55 online and $70 on paper, and a report that stays unfiled more than sixty days past its due date is a ground for revoking the certificate.
The annual report at a glance
- Filed with
- South Dakota Secretary of State
- Fee online
- $55
- Fee on paper
- $70
- Statute
- SDCL 47-34A-211 and 59-11-24
- Due
- Set by South Dakota for each company
- Needs
- The entity's Secretary of State business ID and, for an LLC, the names and addresses of its principal officers and governors
- Amended report
- Paper form, by mail
Who has to file
The duty falls on every foreign limited liability company authorized to transact business in South Dakota, except a bank organized under the state banking chapter. It is separate from the certificate application, which is a one-time filing.
Contents of the report
It lists 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 agricultural land question
Each report includes a question about agricultural land ownership. A foreign entity that does own it adds a legal description or the land's common location, the total acreage and the current use. A company with no South Dakota farmland answers no.
When it is due
The online search tool shows the date your report is due; use it with your business ID. Put that date in the company calendar.
How to file
Active entities file the original report through the online tool, which needs the business ID and the names and addresses of the principal officers and governors. The fee is $55. A paper copy printed from the tool and mailed costs $70.
Information must be current
Everything in the report must be accurate as of the signing date, and any authorized person may sign. A later amendment adds to the annual filing instead of replacing it. An amendment to a report goes in on a paper form by mail.
A report returned for correction
If a report lacks required information, the Secretary of State notifies the company in writing and returns it. A report returned and fixed inside 30 days of the notice stays on time.
A late report
A delinquent entity can still file online or print and mail the report, and a late fee applies on top of the report fee. The late fee is quoted when you order, not before. More than sixty days of delay opens the door to revocation under SDCL 47-34A-1006.
Annual report fees by entity
| Entity | Online | On paper |
|---|---|---|
| Foreign LLC | $55 | $70 |
| Foreign business corporation | $55 | $70 |
| Foreign nonprofit corporation | $10 | Quoted when you order |
The corporation and nonprofit versions
A foreign business corporation files its own annual report for $55 online, and a foreign nonprofit corporation files one for $10. Both are subject to the same sixty-day revocation window for an unfiled report.
Keep the record current
Keep the principal office and the registered agent current, because the report repeats both.
What the report is not
The annual report does not renew the certificate and does not replace a statement of change for the agent. It is a separate yearly filing that the Act requires of every foreign LLC.
Reports and the registered agent
The report restates the registered agent on file. If the agent changed during the year, a statement of change at $10 has to be filed within 30 days, and the annual report then repeats the new agent.
Leaving
The duty to file the report continues until the certificate is cancelled. File the notice of cancellation on the cancellation page before the next report falls due if the company has stopped doing business here.
Common questions about the yearly report
What does the yearly report cost?
$55 online and $70 on paper for a foreign LLC.
Can an amended report be filed online?
No. The state takes an amended annual report on a paper form by mail.
What happens if the report is not filed?
More than sixty days past the due date, the certificate can be revoked.
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-211, annual report of a limited liability company
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- South Dakota Secretary of State, business services
- South Dakota application for certificate of authority, foreign limited liability company
- South Dakota Business Services Online, annual report instructions
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- SDCL 59-11-3, registered agent filing fees
- SDCL chapter 59-11, Model Registered Agents Act
Doing business in South Dakota?
Order now and we prepare and file the application for you.