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How to withdraw a foreign South Dakota LLC or corporation business with the Department of State

We’re Just Not Annoying®

SOUTH DAKOTA DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign South Dakota Limited Liability Company or South Dakota Corporation Certificate of Authority:

Limited Liability Company authorized to do business in South Dakota:
To cancel your foreign LLC in South Dakota, you must complete and submit the Cancellation of Certificate of Authority form by mail or in person, and in duplicate to the South Dakota Secretary of State, with the filing fee.

Corporation authorized to do business in South Dakota:
To withdraw your foreign Corporation in South Dakota, you must complete Application for Certificate of Withdrawal form by mail, in duplicate, to the South Dakota Secretary of State, with the filing fee.

How much does it cost to cancel your out of state registration with South Dakota?

To withdraw your South Dakota foreign limited liability company in South Dakota, there is a $10 filing fee.

Do you need a South Dakota Department of Revenue clearance first?

No. But a South Dakota registered agent resignation may be necessary.

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

Your withdrawal will be processed in two business days.

What agency do you need to file the withdrawal with?

South Dakota Secretary of State Office
500 E. Capitol Ave.
Pierre, SD 57501
(605) 773-4845
Fax:  (605) 773-4550
Email:  corporations@state.sd.us

What happens if you don’t file an application for a certificate of withdrawal and just let your annual report go unfiled?

If you do not file your Annual Report by its due date, the South Dakota Secretary of State may begin the process of your administrative revocation. They are required to serve you notice in writing that you have 60 days to deliver your annual report and pay the annual fee, and if you do not, the South Dakota Secretary of State shall sign a certificate of revocation terminating your business. Foreign entities have no provisions in South Dakota to apply for reinstatement. They must file a new Certificate of Authority and start over with a $750 filing fee. At this time, the South Dakota Secretary of State only sends out the 60-day written notices, warning of the administrative revocation, once per year; and that time is random, depending on the office workload. So you could be much more than 60 days delinquent with your annual report before your company’s authority is revoked.

If you just don’t file a annual report, do you lose your authority to do business in South Dakota?

Yes, a foreign entity that has been administratively revoked may not carry on any business except that necessary to wind up its business affairs in South Dakota.

What are the late fees and penalties to re-register a foreign business in South Dakota?

All foreign entities must start over with a new Certificate of Authority Application once they have cancelled or withdrawn their authority, or once South Dakota has administratively revoked their authority to conduct business. Whether you want to reorganize as a corporation or a Limited Liability Company, the fee is $750.

As your registered agent, we provide all the cancellation and withdrawal forms in your online account.  We even have templates we’ve custom written to help the cancellation procedure.  We believe in having a happy client, even if they need to cancel service with us.  We understand you needing to quit your registration with a state, and the anxiety of getting it done correctly so you can finally be done with the state bureaucracy monkey that has currently been on your back.  We want our clients to be happy enough with our information and services that they refer their friends to us.  If you’d like to experience our helpful registered agent service, you can see more about any state below and sign up for immediate service as well.

Corporate Compliance
by Local Corporate Guides®