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How to Dissolve a South Dakota Corporation

How do you dissolve a South Dakota Corporation?

To dissolve your corporation in South Dakota, you must submit the completed Articles of Dissolution form by mail or in person, in duplicate, to the Secretary of State along with the filing fee.

South Dakota Corporation Dissolution FAQ

What is the filing fee to dissolve or cancel a South Dakota Corporation?

To dissolve your South Dakota Corporation a $10 filing fee is required.

Do you need a Department of Revenue clearance before the South Dakota Secretary of State will accept your dissolution?

No, you do not need clearance to dissolve a corporation or LLC in South Dakota.

How long does it take the state to process the filing?

Normal processing is two days and expedited is same day processing.

How long before someone can take your business name?

If you voluntarily dissolve your South Dakota Corporation, the business name is immediately available to another entity that wishes to register with the secretary of state using your name. The same rule applies if the Secretary of State signs your administrative dissolution.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

Corporate annual reports and fees ($50) in South Dakota are due the last day of the anniversary month of the corporation. If you are delinquent, the Secretary of State will serve you by U.S. Mail, with a notice that you must correct the delinquency within 60 days or face administrative dissolution. Right now the Secretary of State Office only sends out the dissolution notices once per year, and not at a set time but when office workload permits.

Once the corporation has been administratively dissolved, one option is to file an Application for Reinstatement with the $300 filing fee, plus any delinquent annual reports with accompanying $50/year fee(s). A tax clearance certificate from the South Dakota Department of Revenue must be attached to the application, stating that all taxes owed by the corporation have been paid.

However, the Department of Revenue does not have a form for requesting this certificate. You call the department and if your taxes are current, they will send you a letter stating your compliance and that will serve as your tax clearance certificate. A South Dakota Corporation that has been administratively dissolved may apply for reinstatement at any time. There is no period beyond which the reinstatement will be denied.

To save money you may also start over as a new corporation; however, you would lose your corporate history and you would have to re-register with the Business Tax Division of the South Dakota Department of Revenue. South Dakota does not collect “corporate tax,” but every form of service requires a sales tax be collected and paid to the department.

If you’d like help establishing another company, you may find our incorporation filing service and South Dakota registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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