South Dakota Foreign Registration / Cancelling
Ending a foreign LLC's South Dakota authority
A foreign LLC ends its South Dakota authority by filing the Notice of Cancellation of Certificate of Authority, Foreign Limited Liability Company. A foreign corporation instead files for a certificate of withdrawal at $10. We prepare either one for $199.
The cancellation at a glance
- Filing
- Notice of Cancellation of Certificate of Authority, Foreign Limited Liability Company
- Law
- SDCL 47-34A-1007
- State fee
- Quoted when you order
- Ends when
- The notice takes effect
- Signed by
- An authorized person for the company
- Corporation instead
- Application for certificate of withdrawal, $10
- Nonprofit
- Withdrawal at $5
What the LLC notice states
The statute asks for a notice that states the company's name and that it wants to cancel its certificate of authority; the certificate is cancelled when the notice takes effect. The form itself takes the exact name and Secretary of State business ID of the company, an authorized signer, the date, the signer's printed name and an optional email address.
What cancelling does not undo
Cancelling a certificate makes the Secretary of State the agent who accepts process for the company on claims that arose from business done in South Dakota. A lawsuit about something that happened while the company was active here can still be served that way after the notice takes effect.
Cancelling is not the same as revocation
If a certificate is revoked, the state starts the process and the company has at least 60 days to cure the grounds. If you cancel, the company ends its authority itself and no cure period is involved. A company that wants to stop doing business here cancels.
The annual report and the agent
A company still authorized has to keep its registered agent and file its annual report, or it risks revocation in the meantime. Plan the cancellation for a date when the company has stopped doing business in the state.
How a corporation withdraws
A foreign corporation leaves through SDCL 47-1A-1520, which has it seek a certificate of withdrawal. The application gives the corporation's name and home state or country; that it is not transacting business in South Dakota and surrenders its authority; that it revokes its registered agent's authority to accept service; and the address of its principal office. The form asks for the exact corporate name and Secretary of State business ID, the home state or country, a statement that it no longer transacts business and surrenders its authority, a revocation of the agent's authority, the principal office address, and the signature of an authorized officer. The fee is $10.
Fee
A corporation pays $10 to withdraw, and a nonprofit pays $5. The LLC notice fee is quoted when you order, and checkout shows the amount on its own line.
Filing route
A paper filing of a document that could have gone online adds the $15 surcharge, and mail goes to Secretary of State, 500 East Capitol Avenue, Suite 204, Pierre.
Property comes first
A company that still owns income-producing property in the state is doing business under the Act, so the property is dealt with before the notice is filed.
Cancelling after revocation
A company whose certificate was revoked has nothing left to cancel. Revocation ends authority on the effective date in the notice, and the company can cure the grounds before that date. If the date has passed, the company is back to the position of one without a certificate, and the consequences page applies.
How each kind of entity leaves
| Entity | Filing | Law | State fee |
|---|---|---|---|
| LLC | Notice of cancellation | SDCL 47-34A-1007 | Quoted when you order |
| Business corporation | Application for certificate of withdrawal | SDCL 47-1A-1520 | $10 |
| Nonprofit corporation | Withdrawal of foreign authority | Nonprofit chapter | $5 |
A corporation cannot leave until it holds the certificate of withdrawal, and an LLC is out when its notice takes effect.
Cancelling through us
You tell us the company's exact name and its Secretary of State business ID. We draft the notice, have the authorized person sign it and file it. Our charge is $199.
Cancelling a South Dakota foreign LLC through us
Give the exact name
As it stands on the South Dakota record, with the business ID.
Confirm the company has stopped doing business
The notice states that the company wants to cancel.
Authorize the signer
An authorized person signs.
We file
The notice goes to the Secretary of State and the certificate ends when it takes effect.
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.
Cancellation questions
When does the certificate end?
When the notice becomes effective.
Can someone still sue the company after it cancels?
Yes, over South Dakota business. The Secretary of State is its agent for those claims.
Which entities leave with a notice?
An LLC leaves with a notice of cancellation. A corporation seeks a certificate of withdrawal, and a nonprofit files its own withdrawal.
Does a corporation file the same notice?
No. It files for a certificate of withdrawal, which costs $10.
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 notice of cancellation of certificate of authority, foreign limited liability company
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL 47-1A-1501 to 47-1A-1532, foreign corporations
- South Dakota application for certificate of withdrawal, foreign business corporation
- South Dakota Secretary of State, corporations FAQ
- South Dakota Business Services Online, register a business instructions
- South Dakota Secretary of State, foreign business corporations guide
- South Dakota application for certificate of authority, foreign business corporation
Doing business in South Dakota?
Order now and we prepare and file the application for you.