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How To Start A Nonprofit In South Dakota

To start a nonprofit corporation in South Dakota, you must file Articles of Incorporation Domestic Nonprofit Corporation with the South Dakota Secretary of State. You can submit your nonprofit’s articles in person or by mail. The articles of incorporation cost $30 to file. Once filed with the state, the articles of incorporation officially create your South Dakota nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.


South Dakota Nonprofit Filing Options

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Download the South Dakota Nonprofit Articles of Incorporation. Complete the form and submit it to your state.

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SD Nonprofit Articles of Incorporation Requirements

To incorporate a South Dakota nonprofit, you must complete and file Articles of Incorporation Domestic Nonprofit Corporation with the South Dakota Secretary of State. There is currently no online filing option for South Dakota nonprofits. See the instructions below and click on any number to see what information is required in the corresponding section of the form.

1. Name and Purpose

Article 1 and 1a ask for your nonprofit’s name and purpose. The name does not need to include a corporate ending (such as “incorporated” or “Inc.”). If your nonprofit intends to seek 501(c)(3) federal tax-exempt status from the IRS, make sure your statement of purpose includes the specific tax-exempt language required by the IRS.

2. Period of Existence

Indicate if your nonprofit will exist perpetually, or specify the future date of its dissolution.

3. Members

Indicate if your nonprofit will or will not have members.

4. Principal Office

Include the physical street address and mailing address (if different) of your nonprofit’s principal place of business. When you hire Northwest, you can put our South Dakota address here in place of yours.

5. Registered Agent

Include the name and South Dakota street address of your registered agent. This can be an individual or business (like Northwest) authorized to receive service of process on behalf of your nonprofit. When you hire Northwest, our information goes here.

6. Incorporator(s)

Include the names and addresses of each of your nonprofit’s incorporators. An incorporator is simply an individual or business entity that submits your articles of incorporation to the state. When you hire Northwest to form your nonprofit, we’ll be your incorporator.

7. Director(s)

List the names and street addresses of your nonprofit’s initial board of directors. South Dakota requires a new nonprofit to have at least three directors.

8. Classes of Membership

South Dakota doesn’t require your nonprofit to have members, but if it will have one or more classes of members, designate those classes here, along with a statement defining each class’s qualifications and rights.

9. Election of Directors

If your nonprofit’s members won’t appoint or elect your directors, include a description of how your nonprofit’s directors will get elected or appointed.

10. Additional Provisions

Include any additional provisions for the internal governance of your nonprofit. If your nonprofit will seek 501(c)(3) tax-exempt status from the IRS, be sure your articles include a dissolution of assets provision that uses the specific tax-exempt language required by the IRS.

How Much Does It Cost to Incorporate a South Dakota Nonprofit?

South Dakota charges $30 to file nonprofit articles of incorporation.

How Long Does It Take To Start a South Dakota Nonprofit?

Currently, South Dakota will process nonprofit articles within around 7 business days of receipt.

Does a South Dakota Nonprofit Need a Registered Agent?

Yes, you’re required to appoint a South Dakota registered agent for your nonprofit. A registered agent is an individual or business authorized to accept service of process (legal notices) and other official state mail on behalf of your nonprofit. The basic idea is that the state needs a reliably open channel to communicate with your organization in case it ever gets sued.

You can do the job yourself, but it’s best to hire a registered agent service. Why? Because a registered agent must list a South Dakota street address on your nonprofit’s articles of incorporation. If you list your own office or residential address, you may get targeted by data sellers or have to deal with excessive junk mail. You’ll also be tied to your desk all day waiting for a process server who may never come.

Hire Northwest, and these issue disappear. Let us to the waiting. Let us deal with the fallout of listing a South Dakota street address on your public filings. And take advantage of the expertise of our Corporate Guides to help you navigate the ins and outs of dealing with the state. That way, you can devote your time and energy to properly managing and growing your new nonprofit. If we ever do receive a service of process on your behalf, we’ll scan it and send it to you that day.


Get a Federal Employer Identification Number (EIN)

Your nonprofit will need an employer identification number (FEIN or EIN) to open a bank account and apply for 501(c)(3) federal tax-exempt status (among numerous other business dealings). After the state approves your articles, you can apply for an EIN at the IRS website, by fax, or by mail. Or you can let Northwest do it for you for an additional $50 fee.


Hold Your Organizational Meeting & Adopt Bylaws

South Dakota expects your nonprofit to create and adopt corporate bylaws, which you should do at your nonprofit’s organizational meeting (its first official meeting after incorporating with the state). You won’t file your South Dakota nonprofit bylaws with the Secretary of State, but you will need them to open a bank account and to apply for 501(c)(3) federal tax-exempt status with the IRS.

Why do corporate bylaws matter? They set the tone for your organization’s day-to-day operations, and they also set out crucial details about, for example, the responsibilities of each of your nonprofit’s officers, record keeping, and procedures for dealing with problems your organization may encounter down the road.

It isn’t easy to write effective bylaws, but Northwest can help. When you sign up for our services, you’ll have access to our adaptable nonprofit bylaws template, as well as numerous other free nonprofit forms, to help get you started.


Apply for Federal and/or State Tax Exemptions

Will My South Dakota Nonprofit Be Tax-Exempt?

Nonprofits pay federal and state taxes unless they apply for the relevant exemptions. To obtain federal tax-exempt status, you’ll need to submit an Application for Recognition of Exemption to the IRS. The IRS currently recognizes more than two dozen types of tax-exempt entities, but nonprofits commonly seek 501(c)(3) tax-exempt status for public charities and private foundations. If your nonprofit decides to go this route, make sure your articles of incorporation include the specific language and provisions required by the IRS. Learn more at Northwest’s Guide to 501(c)(3) Tax-Exempt Status.

What About South Dakota State Tax Exemptions?

Fortunately, South Dakota already doesn’t have a state corporate tax, but you’ll need to apply if your nonprofit wants an exemption from the state’s sales and use tax. To apply, file an Exemption Certificate with the South Dakota Department of Revenue. Learn more at Northwest’s guide to South Dakota state tax exemptions.


Obtain South Dakota State Licenses

Does a South Dakota Nonprofit Need a Business License?

South Dakota doesn’t have a statewide business license, but most nonprofits will need to submit a South Dakota Tax Application to the SD Department of Revenue. Additionally, some cities and counties have licensing requirements of their own.

Should My Nonprofit Register as a South Dakota Charity?

No. South Dakota does not require charities to register with the state.


Open a Bank Account for Your SD Nonprofit

To open a bank account for your South Dakota nonprofit, you will need to bring the following items with you to the bank:

  • A copy of your South Dakota nonprofit articles of incorporation
  • A copy of your nonprofit’s bylaws
  • Your South Dakota nonprofit’s EIN

It’s wise to call ahead of time to check your bank’s requirements. Some banks may require you to bring a resolution authorizing you to open a bank account in your nonprofit’s name (particularly if your nonprofit has several directors and/or officers).


Submit the SD Nonprofit Annual Report

South Dakota requires nonprofits to submit an annual report to the Commercial Division each year. The annual report updates or confirms your nonprofit’s information as it appears on the state’s records, including your nonprofit’s name, information about its members and/or officers, addresses, and registered agent information. You can file the annual report online or by mail, and it comes with a $10 filing fee. The deadline is your nonprofit’s anniversary month each year.

If you’d rather not keep up with this report and its deadline, you can also add our convenient South Dakota Annual Report Compliance service, for an additional fee, when you hire Northwest.