Start a Corporation in South Dakota

If you’re starting a new business in South Dakota, you probably already have a name all picked out. However, you need to check to make sure the name is available. To do this, visit South Dakota’s Business Name Availability database. Your corporation’s name must also abide by SDCL § 47-1A-401. In a nutshell, your name must:

• Include a corporate indicator like “Incorporated,” “Corporation, “Corp.,” “Inc.,” or other abbreviation.
• Be “distinguishable” (different from) any other business name registered in South Dakota.

Appointing a South Dakota registered agent is a legal requirement in South Dakota. The legal responsibilities of a registered agent can be found in SD Codified Laws § 59-11-6.

Your registered agent must:

• Have a physical address in South Dakota (a PO box won’t work!).
• Be available at that address during regular business hours (9am to 5pm).
• Agree to accept legal mail in person—called service of process—on behalf of your business.
• Forward any legal mail to you right away.

It’s important to note that your registered agent’s name and street address will be listed on the public record.

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. Here’s the information you’ll need to include on your filing documents:

Note: All of the information included on this form will become public record.

• Full 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.”
• Purpose. This section is optional. Corporations formed under the South Dakota 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”).
• Authorized shares. List the number of shares you’re creating. You must create at least one share.
• 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.
• 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.
• Registered office. 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. 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).
• 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.
• 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.

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.

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.

For more on South Dakota Corporate Bylaws (including a free South Dakota Corporate Bylaws template), see our South Dakota Corporate Bylaws resource.

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.

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.

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.