Register a South Dakota Foreign LLC
South Dakota Foreign LLCs are limited liability companies that were organized outside of South Dakota but have registered to do business there. To conduct business as a South Dakota Foreign LLC, you must submit an Application for Certificate of Authority to South Dakota's Secretary of State and pay the $750 online filing fee ($765 by mail).
According to South Dakota's Department of Revenue, if your LLC has a location (office, warehouse, storefront) in South Dakota, or if your LLC sells, rents, or leases a product or service in South Dakota, you'll probably need to register with the state. Hiring employees, bidding on contracts, or applying for a professional license in South Dakota will also likely require you to register your foreign LLC.
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How To Register a Foreign LLC in South Dakota
To register a foreign LLC in South Dakota, you must obtain a certificate of good standing, appoint a South Dakota registered agent, and file a South Dakota Application for Certificate of Authority with the South Dakota Secretary of State (SOS). The process to register a business in a different state is called foreign qualification. Here’s how to do it.
1. Appoint a South Dakota Registered Agent
All LLCs in South Dakota must appoint a South Dakota registered agent. Your registered agent must reside in the state of South Dakota and be available to receive service of process during normal business hours.
Can I be the registered agent for my South Dakota foreign LLC?
To be your own South Dakota registered agent, you’ll need to actually live there. If you don’t live in South Dakota, you’ll likely need to hire a commercial registered agent to satisfy this requirement. What a coincidence—we’re a commercial registered agent!
Why hire a professional South Dakota registered agent?
Hiring a professional registered agent allows you to concentrate on running your business. Also, some registered agents (like us) will let you use their address on your public documents—keeping your address private.
2. Obtain a Certificate of Good Standing
You’ll need to acquire a Certificate of Good Standing from the state where you first formed your LLC. The Certificate of Good Standing is also sometimes referred to as a Certificate of Existence. It’s confusing, but don’t let it trip you up. They’re the same thing. No matter what it’s called, it proves to South Dakota that your LLC has met all of its obligations (taxes, licenses, annual reports, etc…) in its home state. You’ll need this step completed before you can submit your foreign registration filing or your application will be rejected. The certificate from your home state must also have been issued within 90 days prior to your foreign registration filing.
How do I obtain a Certificate of Good Standing?
The process to acquire a Certificate of Good Standing varies from state to state, but most states allow you to request one online and receive it immediately.
3. Complete the Application for Certificate of Authority
The Application for Certificate of Authority is the form you’ll use to register your foreign LLC in South Dakota. You can complete this form online with South Dakota Secretary of State’s (SOS) eFile System. Just select “(Foreign) Limited Liability Company” from the drop down menu and you’re off to the races. You can also file by mail—either way, you’ll need to include the same information. Below is a checklist of everything you’ll need.
- Business entity name (you’ll need to confirm availability using the state search tool).
- The legal name of your LLC in your home state (if different than the name to be used in South Dakota).
- The kind of professional services your LLC will offer (only required for PLLCs).
- Principal address. This is the primary address of the business in the state where your LLC was formed.
- Mailing address (if different from principal address).
- Foreign address (required only if the state where you formed requires an in-state principal address).
- Your registered agent’s name and address or CRA# (if using a commercial registered agent).
- The name of your LLC’s home state or jurisdiction.
- The date your LLC was originally formed.
- The date your LLC will begin doing business in South Dakota.
- Whether your LLC is manager-managed or member-managed.
- A signature from someone authorized to do business on behalf of your LLC.
Ready to register your foreign LLC in South Dakota? File with Northwest.
How much does it cost to file the South Dakota Application for Certificate of Authority?
It costs $750 to register your foreign LLC in South Dakota online or $765 by mail. You can pay online using Visa, MasterCard, Discover, or American Express. You can also pay by mail using check or money order payable to the South Dakota Secretary of State.
How do I file the South Dakota Application for Certificate of Authority?
You can submit your Application for Certificate of Authority 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
Do foreign LLCs need to file South Dakota Articles of Organization?
No. A foreign LLC only needs to file the Application for Certificate of Authority. South Dakota Articles of Organization are only filed by domestic South Dakota LLCs.
4. Receive South Dakota Certificate of Authority
If you complete registration online, you’ll be able to print a Certificate of Authority immediately. If you file by mail, you’ll receive verification by mail.
How long will it take for South Dakota to process the Certificate of Authority application?
Online filings are processed immediately, and mailed filings are processed the day they are received.
South Dakota Foreign LLC Registration FAQ
How do I amend my South Dakota foreign LLC?
It’s not cheap! You’ll need to file an Application for Amended Certificate of Authority with South Dakota’s SOS and pay a $750 filing fee. You can only file with the paper form.
What does it mean to do business in South Dakota?
Like most states, South Dakota’s statutes don’t clearly define what constitutes doing business in the state. Rather, the statutes include a long list of activities that aren’t considered doing business. However, according to the South Dakota Department of Revenue, you are doing business in South Dakota if you have a location in South Dakota or sell, rent, or lease a product or service in South Dakota. In most states, activities like applying for a professional license, bidding on a contract, or hiring employees in the state are considered doing business.
Learn more about what it means to do business in another state.
Do I have to file an annual report for my South Dakota foreign LLC?
Yes. The South Dakota Annual Report ($50 online or $65 by mail) is due every year on the first day of the anniversary month of when the Application for Certificate of Authority was filed. This means that if you filed your Application for Certificate of Authority on January 5th, you’ll need to file your annual report by January 31st every year, starting the year after you formed your LLC.
What if I stop doing business in South Dakota?
If your LLC is no longer doing business in South Dakota, you’ll want to withdraw your foreign South Dakota LLC. The withdrawal costs $10 and usually take 1-2 business days.
How will my South Dakota foreign LLC be taxed?
LLCs are classified as pass-through entities by default. This means that the profits and losses from the business will pass through the LLC to the personal tax forms of each member. LLC members will also be on the hook for self-employment taxes of 15.3% (12.4% for social security and 2.9% for Medicare). An LLC can also elect to be taxed as an S-corp or C-corp.
For more information on South Dakota taxes, check out our South Dakota tax guide.