South Dakota Foreign Registration / Skipping registration
What happens to a foreign LLC that skips South Dakota registration
South Dakota sets no money penalty for a foreign LLC that does business without a certificate. SDCL 47-34A-1008 lists the consequences instead: the company cannot start a lawsuit in the state, the Secretary of State is treated as its agent for service, and a court can be asked to enjoin it. Fixing the position costs $750 online.
The consequences under the Act
| Effect | What the statute says | Section |
|---|---|---|
| No lawsuits | The company cannot bring any lawsuit in the state until a certificate is issued | 47-34A-1008(a) |
| Contracts stand | Agreements the company made remain enforceable against it, and it may still defend a case | 47-34A-1008(b) |
| Owners protected | Owners are not made personally liable by the missing certificate alone | 47-34A-1008(c) |
| State as agent | Process on claims from the company's South Dakota business can be served on the Secretary of State | 47-34A-1008(d) |
| Injunction | The attorney general can sue for an order halting South Dakota business that breaks the article | 47-34A-1009 |
The lawsuit bar in practice
The bar applies to the company as plaintiff. If a customer in South Dakota will not pay, the company cannot sue to collect until it holds a certificate. Being sued is different: the company may defend a case in the state without one.
Contracts are not void
The Act is explicit that lacking a certificate does not impair a contract or act of the company. A South Dakota customer cannot walk away from an agreement only because the supplier was unregistered.
What the owners keep
A missing certificate does not, by itself, make owners personally liable. The protection that comes from the home-state LLC stays in place on that point.
Service on the Secretary of State
By doing business without a certificate, or by cancelling one, the company appoints the Secretary of State as its agent for claims that arise from its South Dakota business. Each time process is served on the state under the corporation chapter the fee is $30, which the winning party may recover as costs.
Whether back fees apply
Whether the company owes anything for the period it operated without authority is a tax and legal question that depends on your facts. A South Dakota business lawyer or accountant can tell you. The Secretary of State's filing fee is the same $750 whenever you apply.
What a corporation faces
A foreign corporation operating in South Dakota without authority cannot bring a case in any court of the state until it obtains one. The bar reaches a successor company and an assignee of the claim. The corporation chapter sets no money penalty either.
Who can still reach the company
The bar on lawsuits runs one way. Customers, suppliers and landlords in South Dakota can still bring claims, and those claims can be served on the Secretary of State. The state's attorney general can also act under the Act, which is a separate route from a private suit.
Fixing it
The remedy is the same as for any new entrant. File the application, deliver the home certificate and pay $750. When the certificate issues, the company can bring a suit in South Dakota again. The LLC application page shows what to file.
Revocation is a different problem
A company that was once authorized and lost the certificate for an unfiled annual report or a lapsed agent faces the revocation rules, not the unregistered rules. The state must wait 60 days or more before revocation bites, and the company may cure each stated ground meanwhile.
Doing it before the first sale
The cleanest time to apply is before the first South Dakota sale or lease. We prepare the application for $199. The state fee is $750, billed on its own line.
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.
Consequence questions
Is there a daily fine for operating without a certificate?
No. The LLC Act sets no money penalty; it only keeps the company out of the state's courts as plaintiff until it registers.
Can the state shut my business?
The Act authorizes the attorney general to seek an injunction against an unauthorized foreign LLC doing business here.
Does a missing certificate cancel my contracts?
No, they stand.
May the company answer a claim brought against it?
Yes. Defending an action in the state is allowed even without a certificate.
Am I personally liable?
Not on that ground alone.
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.
Doing business in South Dakota?
Order now and we prepare and file the application for you.