Start a Corporation in South Dakota
To start a corporation in South Dakota, you must file Articles of Incorporation with the Secretary of State. You can file the document online, by mail, or in person. The Articles of Incorporation cost $150 to file. Once processed by the state, this document formally creates your South Dakota corporation. You can use our tool to fill out the Official South Dakota Corporation Articles of Incorporation. You’ll even be able to download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your Articles of Incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your South Dakota corporation. You can use our free system to file with the state yourself or you can have us help you out along the way.
How to Start a Corporation in South Dakota
A South Dakota corporation is a legal entity that can conduct business in its own name. It has many of the same rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes. Forming a corporation creates a legal separation between the business and its owners. This independent legal status ensures that shareholders’ personal assets, apart from their investments in company stock, aren’t usually on the hook in the event that the corporation gets sued or can’t pay its debts.
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, by mail, or in person. 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.
Name Your Corporation
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.
Can I reserve my corporate name?
Yes. If you have your heart set on a business name but you’re not ready to pull the trigger, you can reserve your business name for up to 120 days. Just file an Application for Reservation of a Name and pay $25 to the South Dakota Secretary of State.
What's the difference between my corporate name and a DBA?
Your corporation’s legal name is the name you list on your Articles of Incorporation. A DBA (Doing Business As) is any name other than your legal corporate name under which you do business. South Dakota requires anyone using a DBA to register with the Secretary of State online, via the state’s E-Filing System. Registering a DBA in South Dakota costs $10.
Find out more about How to get a DBA Name in South Dakota.
Do I have to renew my South Dakota DBA?
Yes. Your South Dakota DBA is good for five years. DBA renewals must be filed within 90 days of the expiration date. Renewals cost $10, and can be completed online with the South Dakota Secretary of State.
Designate a Registered Agent
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.
Can I be my own registered agent?
You can, but should you? Many business owners aren’t comfortable listing their information on a public website. Once your address is online, it usually ends up in the hands of marketers and re-posted on janky “public records” websites. Hiring a registered agent means you can list their information on your state formation documents instead of your own.
Hiring a registered agent can also help with peace of mind. If you’re on a vacation, at the job site or just out getting a coffee and you get served with a lawsuit, your registered agent will be there to handle it.
Learn why the pros use a registered agent service.
Can I change my registered agent after I start my corporation?
Yes. You can change your registered agent in South Dakota at any time. Just file a Statement of Change of Registered Agent form with the South Dakota Secretary of State for $10.
Submit Articles of Incorporation
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.
How do I keep my personal information off public record?
If you want to keep your information off the public record (and save yourself a flood of junk mail), you have to keep it off this form altogether. And that’s a challenge, because you if leave any of the required address fields blank, the South Dakota Secretary of State will reject your filing.
The solution to this problem is to find a registered agent who will list their business address on this form in place of your own across this form. We are that registered agent.
How do I file the South Dakota Articles of Incorporation?
You can submit your Articles of Incorporation to the South Dakota Secretary of State online, by mail, or in person.
By mail or in person:
South Dakota Secretary of State
500 E Capitol Ave.
Pierre, SD 57501
Start Your South Dakota Corporation Today!Get Started
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 South Dakota 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.
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.
For more on South Dakota Corporate Bylaws (including a free South Dakota Corporate Bylaws template), see our South Dakota Corporate Bylaws resource.
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, 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 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 State 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 I have to register my corporation 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.