South Dakota Foreign Registration / Registered agent
What a foreign LLC needs from its South Dakota registered agent
A foreign LLC in South Dakota must appoint a registered agent whose street address is in the state, and changing that agent costs $10. We can act as the agent, or you can name your own.
The three kinds of agent
South Dakota's registered agent law lets an entity 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. A commercial registered agent is an individual or entity listed with the Secretary of State as being in the business of serving as a commercial registered agent in the state.
The address
Every registered agent filing states an actual street address or rural route box number in South Dakota, plus a mailing address in the state if it is different.
Consent
Naming a commercial or noncommercial agent is the entity's statement that the agent agreed to serve. Get the agreement before you enter the name.
On the application
The foreign LLC application asks for the first agent's name, street address and mailing address. A corporation application lets you pick among the three kinds and enters a commercial agent by CRA number.
Agent changes and what they cost
| Event | Filing | Fee |
|---|---|---|
| The LLC changes its agent | Statement of change | $10 |
| An agent resigns | Statement of resignation by the agent | $0 |
| The LLC appoints an agent | Statement appointing an agent | $10 |
Changing the agent
The change is a statement of change signed on behalf of the entity, stating the entity name and the information that is to be in effect, which takes effect on filing and needs no vote of the owners or governors. Because the LLC Act lists a missed statement of change among the grounds for revocation, the statement has to reach the state within 30 days after the agent changes its name or address. The online system can file it for an active entity.
When the agent resigns
A registered agent resigns by filing a statement of resignation naming the entity, the agent and the person to receive notice; it takes effect on the earlier of the thirty-first day after filing or the appointment of a new agent; and the agent may resign whether or not the entity is in good standing. Name a new agent before the resignation takes effect.
When there is no agent to serve
When an entity has no registered agent, or the agent cannot be served with reasonable diligence, it may be served by registered or certified mail addressed to its governors at its principal office, and service is complete at the earliest of receipt, the date on a signed return receipt, or five days after mailing. A foreign LLC that has no proper agent also risks losing its certificate, because the Act makes it a ground for revocation.
The Secretary of State as fallback
For claims that arise from business done in South Dakota, the company that works without a certificate, or one that cancels its certificate, appoints the Secretary of State as its agent for service. It is a safety net for claimants. It does not replace a registered agent for an authorized company.
A commercial agent that moves
If a commercial agent changes address without filing a statement of change, the Secretary of State may cancel its listing and tells each entity it represented.
On your order
We can serve as your South Dakota registered agent, with our South Dakota address entered on the application, or you can name your own agent. The agent you choose is reflected in checkout.
Agent questions answered
May I serve as my own South Dakota agent?
Only if you can list an actual South Dakota address on the filing.
Is a post office box acceptable as the agent address?
No. 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.
What do I pay to swap agents?
$10.
Does the agent have to agree first?
Yes. Naming an agent tells the state that the agent has consented to serve.
Does an agent's resignation end my coverage at once?
No. It takes effect 31 days after filing, or earlier if a replacement is named.
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 59-11-3, registered agent filing fees
- SDCL chapter 59-11, Model Registered Agents Act
- South Dakota application for certificate of authority, foreign business corporation
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- South Dakota Business Services Online, registered agent statement of change instructions
Doing business in South Dakota?
Order now and we prepare and file the application for you.