South Dakota Foreign Registration / Wyoming LLCs
Wyoming LLC authorization in South Dakota
A Wyoming LLC pays South Dakota $750 to apply and Wyoming $0 for the certificate. Add South Dakota's $55 annual report and Wyoming's $60 annual minimum and the first-year total is $865.
Wyoming and South Dakota compared
| Item | Wyoming | South Dakota |
|---|---|---|
| Yearly charge | $60 minimum | $55 annual report |
| Home paper | $0 certificate | Certificate of existence from the home official |
| Original filing | Already formed | $750 application |
| Agent | Wyoming registered agent | South Dakota registered agent |
South Dakota's $750 is the largest amount due to its Secretary of State.
Filling in the application for a Wyoming company
The state of formation is Wyoming. The principal office goes wherever you manage the business from. The agent is listed at a South Dakota address. The Wyoming operating agreement answers whether managers or members run the LLC.
The Wyoming certificate costs nothing
Wyoming's certificate is $0.
After the filing: changes
Altering what the application said calls for an amended certificate of authority ($750), and a replacement agent is a $10 statement of change. Wyoming's minimum is billed separately whatever you file here.
Wyoming's side
Wyoming wants its own annual minimum of $60.
South Dakota upkeep
South Dakota asks a foreign LLC for an annual report at $55 online. A report more than sixty days late opens the door to revocation.
The name in South Dakota
If the Wyoming name is not distinguishable on South Dakota's records, the LLC picks a different name for its South Dakota business.
Year one in numbers
The application is $750. South Dakota's $55 report and Wyoming's $60 minimum bring the first year to $865. Later years bring the two annual bills.
A Wyoming LLC that owns property in South Dakota
A Wyoming LLC that owns a rental house, a leased building or equipment earning income in South Dakota is doing business under the Act. A Wyoming LLC holding only a South Dakota bank account is outside the term. Whether your own company is over the line is a question for a South Dakota business lawyer.
The Wyoming certificate on filing day
Order the Wyoming certificate when the other pieces are signed, so that it is in hand with the application. South Dakota asks for a certificate of existence, or a record of similar import, signed by the Secretary of State or other official who keeps the company's public filings in its home state or country; a Wyoming certificate fits that description.
What the South Dakota annual report asks of a Wyoming LLC
The report sets out 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.
Registered agents in two states
A Wyoming LLC has a Wyoming registered agent for Wyoming. South Dakota needs its own agent, one you can list at an address inside the state plus a mailing address. We can serve as the South Dakota agent.
What each state sees
Wyoming's law still governs the company's internal workings and the liability of its owners. South Dakota sees the company's name, its home state, its offices and its agent.
Example: a Wyoming LLC with a Sioux Falls warehouse
Suppose a one-member Wyoming LLC that leases a warehouse in Sioux Falls and ships goods from it. The application names Wyoming as the home state, lists the company's operating address as the principal office and gives a Sioux Falls agent. A Wyoming certificate goes in with it, and the company pays $750 online. A year later it pays $55 to South Dakota and $60 to Wyoming.
What the state sends back
Once the fee is in and nothing is missing, South Dakota issues the certificate of authority and sends a fee receipt. A Wyoming company starts its South Dakota business from the issue date. The agent named on the application must already have agreed to serve.
If the company leaves
Cancel the South Dakota certificate on the cancellation page before dissolving in Wyoming.
Wyoming corporations and nonprofits
Corporations from Wyoming use the corporation application for $750, and a Wyoming nonprofit pays $125.
Registering a Wyoming LLC in South Dakota
Check Wyoming standing
Pay the Wyoming annual minimum if it is due.
Test the South Dakota name
Adopt an alternate name if it clashes.
Name the South Dakota agent
Listed at an address inside South Dakota.
Order the Wyoming certificate
At $0.
Complete and file
The application and $750.
Wyoming LLC questions
Does South Dakota accept a Wyoming certificate?
Yes, a certificate of existence from the Wyoming official fits what the application asks for.
Does South Dakota charge my Wyoming LLC each year?
Yes, $55 for the annual report.
Do I need a South Dakota agent?
Yes. The agent needs a South Dakota street address.
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
- Wyoming Secretary of State, Business Division fee schedule
- SDCL 59-11-24 and 59-11-25, annual report contents and timing
- SDCL 47-34A-1001 to 47-34A-1009, foreign limited liability companies
- SDCL chapter 59-11, Model Registered Agents Act
- SDCL 59-11-3, registered agent filing fees
- SDCL 47-34A-211, annual report of a limited liability company
- SDCL 47-34A-105, limited liability company names
Doing business in South Dakota?
Order now and we prepare and file the application for you.