South Dakota Corporation
Everything You Need to Know About SD Corporations:
South Dakota Incorporation Options
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How to Incorporate in South Dakota
To start a corporation in South Dakota, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online or by mail. The articles cost $150 to file online ($165 with a paper form). Once filed with the state, this document formally creates your South Dakota corporation.
Per South Dakota Codified Law § 47-1A-202 and South Dakota Codified L § 59-11-6, every South Dakota corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the South Dakota SOS Business Name Availability Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your South Dakota Articles of Incorporation. Follow along with our filing instructions below:
Filing the South Dakota Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your South Dakota business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Business Name
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
This section is optional. According to SD Codified Law § 47-1A-301, corporations formed under the SD Business Corporation Act automatically have the the general purpose of “engaging in any lawful business.” However, you can choose to limit your corporation’s purpose with a more specific description of what your business will actually do (like “real estate management”).
3. Authorized Shares
List the number of shares you’re creating. You must create at least one share.
4. Principal Office Address, Phone, and Email
Your principal office is your main office and the address where the state will send mail (besides legal notices—those go to your registered agent). Your email is optional on the paper form but required when filing online. Tip: Avoid an inbox full of spam when you hire Northwest as your registered agent—we allow our clients to list our address and email address here.
5. Registered Agent
For your South Dakota Registered Agent you can list a noncommercial agent (like yourself), a commercial agent (like Northwest), or an office holder (like your corporation’s president or secretary). Tip: We recommend Northwest.
6. Registered Office
If you have a noncommercial agent or office holder as your registered agent, you’ll also need to list include their South Dakota street address (no PO Boxes). If you have a commercial agent like Northwest, you just need to list our name and ID number—our address is already on file with the state.
7. South Dakota Incorporator(s)
Your incorporator signs your Articles of Incorporation. You must have at least one incorporator, and all incorporators must include their names and addresses. Your incorporator doesn’t have to be a director or officer—just someone you authorize to submit your articles. Tip: We’ll be your incorporator when you hire Northwest to form your South Dakota corporation.
8. Optional Provisions
On the paper form, you can attach additional provisions, such as classes of shares or provisions regulating the powers of the corporation. The online form has a few extra sections that the paper form doesn’t. For instance, you have the option of including “beneficial owners” (those with controlling interest in the corporation) and a “recipient address” (anyone else you’d like your approval documents to be sent to). Tip: Most corporations skip these optional sections.
Why Have a Registered Agent Form Your SD Corporation?
Professionals in South Dakota hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is located in Watertown, SD. We’re on a first name basis with the people who work in the Secretary of State Office. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Watertown registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Sioux Falls, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in South Dakota. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My South Dakota Corporation Is Formed?
After your South Dakota Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my South Dakota corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the South Dakota Department of Revenue requires an EIN to apply for a South Dakota Tax License. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my South Dakota corporation?
Yes. State statute SD Codified L § 47-1A-206 (2019) notes that bylaws shall be adopted either by the incorporators or the corporation’s board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
South Dakota bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, South Dakota state law does not require a corporation’s board of directors to give notice of the date, time, place, or purpose of a meeting. However, SD Codified L § 47-1A-822 (2019) states that a South Dakota corporation’s bylaws can require the corporation’s board of directors to give notice before holding a meeting and dictate the specifics of that notice.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your South Dakota corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for South Dakota organizational meetings?
Per SD Codified L § 47-1A-205 (2019), your corporation’s organizational meeting is to be held by the initial directors, but if the directors are not named in your Articles of Incorporation, the incorporator or incorporators will meet (or provide written, signed consent to act without meeting) to elect directors. The meeting doesn’t have to be held in South Dakota.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my South Dakota corporation?
To open a corporate bank account in South Dakota, you’ll need to bring the following with you to the bank:
A copy of the South Dakota corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File South Dakota Reports & Taxes
In South Dakota, corporations file an annual report each year. True to its reputation as an incredibly tax-friendly state, there is no state corporate income tax and no personal income tax. And unless you’re a financial institution, there’s no corporate franchise tax either.
What is the South Dakota Annual Report?
The South Dakota Annual Report is a filing your corporation must submit each year. You update information on directors, officers and shares. You must also confirm your registered agent and office.
How much is the South Dakota Annual Report?
$50—if you file online. If you choose to file through the mail, the Annual Report costs $65 to file.
When is the South Dakota Annual Report due?
The filing is due on the first day of your anniversary month (the month you first incorporated). For example, if you formed your business on April 17th, you’re required to file by April 1st.each year. If you do not file your Annual Report in time, South Dakota will assess a $50 late fee for failing to file an annual report and your business will no longer be in good standing.
These filings can be easy to forget—which is why we send our clients automatic reminders for your South Dakota Annual Report filing. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about South Dakota corporate taxes?
There is no corporate income tax! There is also no personal income tax, and if you’re corporation is not a financial institution, you don’t need to worry about paying corporate franchise taxes either.
Even sales tax is pretty low. The state rate is 4.5%. However, cities can add on their own local sales taxes. In most major cities (Sioux Falls, Rapid City, Aberdeen, Brookings, etc.), the total sales tax rate is 6.5%.
Do corporations have to register with the South Dakota Department Of Revenue?
Yes, if your corporation has a physical presence business in South Dakota, you’re required to register with the South Dakota Department of Revenue and apply for a South Dakota Tax License. Even without a physical presence, you’ll still need to register if you have more than $100K in gross revenue from sales in the state or 200+ transactions for sales delivered in the state. You can register via the Department of Revenue’s website. You’ll need your EIN before you can register.
South Dakota Corporation FAQs
How can I submit the South Dakota Articles of Incorporation?
You can file South Dakota articles online or by mail. If you chose to file your articles by mail it will cost you an additional $15 paper filing fee. Mailed filings must be submitted to the following address:
Secretary of State Office
500 E Capitol Avenue
Pierre, SD 57501
How much does it cost to start a South Dakota corporation?
$150 if you file online. The state’s trying to get everyone on the online filing train, so if you submit paper Articles of Incorporation, you’ll have to shell out an extra $15.
Hire us for a one-time fee of $375. This includes state fees, a full year of registered agent service, a business address, and all the forms you need to open a corporate bank account. Or, pay just $39 out the door with our VIP monthly payment option.
How long does it take to start a South Dakota corporation?
If you file online, your articles are processed immediately and you can print out your approval certificate right away. If you absolutely have to, you can mail your filing. On the plus side, the paper form is a bit easier to fill out—but it costs $15 more AND takes longer to process.
If you hire Northwest to start your corporation, we file online and typically have your South Dakota corporation formed within 24 hours.
Does a South Dakota corporation need a business license?
The Mount Rushmore State doesn’t have a general business license requirement. However, nearly all businesses will need a South Dakota Tax License. The license covers sales, uses, manufacturing and specialty taxes like alcohol and tobacco—basically, if you make or sell anything, you’ll probably need a tax license.
Some cities and counties have additional licensing requirements, typically for specific business activities. For instance, auctioneers and roller rinks require a city business license in Sioux Falls.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign South Dakota corporation?
A corporation formed outside of South Dakota—but which conducts business in the state—is considered a foreign South Dakota corporation. For example, if you incorporated in Minnesota but decide to open a storefront in South Dakota, you would be a foreign South Dakota corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the South Dakota Secretary of State. Foreign corporations are required to file the South Dakota Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a South Dakota nonprofit requires a different form. The filing fee is lower as well.
How can I get a South Dakota phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order South Dakota Incorporation Service
Our SD incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $39 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your South Dakota Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the South Dakota Secretary of State has approved your filing, we notify you that your South Dakota corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.