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LeapLaw's 50 State Blawg  > South Dakota
Sponsored by:
Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
Capitol Professional Building
590 Park Street, Suite 6
St. Paul, MN 55103
www.premiercorp.com
Phone: (651) 225-9500
Toll Free: (800) 227-1256
Fax: (800) 227-1263




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Basics Box: South Dakota
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: Yes (with subscription to Fast File)
    Corporate: No
  • Expedited Services:
  • UCC: Yes ($20 for same day - standard turn around time 1-2 days)
    Corporate: Yes ($20 for same day - standard turn around time is 1-2 days)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • No
    Advantages of Choosing NRAI as Your Registered Agent (South Dakota)
    Apostilles and Authentications (South Dakota)
    Contact Information for South Dakota Secretary of State
    Domestic Corporate Dissolution Summary (South Dakota)
    Domestic Formation Summary (South Dakota)
    Foreign Qualification Summary (South Dakota)
    LLC Formation Summary (South Dakota)
    New South Dakota Business Corporation Act
    New South Dakota Uniform LLC Act
    Recommended Service Company (South Dakota)
    UCC Filings (South Dakota)

    Advantages of Choosing NRAI as Your Registered Agent (South Dakota)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (South Dakota)
    In order to obtain an apostille or certification on a document it must:

  • Be an original signature

  • Be an original South Dakota Notary Public signature

  • Include a $5.00 fee per document (Please make the check or money order payable to the Secretary of State. Visa and Mastercard are accepted)

  • Include a cover letter that includes contact information, including phone number and indicates the name of the country where the documents will be sent. (Countries require different certifications and the document cannot be certified without this information.)

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the SD SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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  • Contact Information for South Dakota Secretary of State
    Address:

    Secretary of State
    Capitol Building
    500 East Capitol Avenue Ste 204
    Pierre SD 57501-5070

    Phone:

    Corporations: 605-773-4845
    UCC: 605-773-4422

    Fax: 605-773-4550 (UCC, Dakota Fast File and Corporations)

    General Email: sdsos@state.sd.us

    Corporate Email: corporations@state.sd.us

    UCC Email: admin.dakotafastfile@state.sd.us

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    Domestic Corporate Dissolution Summary (South Dakota)
    Pursuant to South Dakota Business Corporation Act (S.D. Codified Laws Ann. § 47-1A-1401 et seq.) to successfully dissolve a South Dakota corporation files Articles of Dissolution.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by unanimous written consent.

    Tax Clearance: No tax clearance is required.

    Execution and Filing: Signed by officer or incorporator(s). Submit the original and one conformed copy to the SD SOS.

    Filing Fee: $10.00.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Formation Summary (South Dakota)
    Pursuant to the South Dakota Business Corporation Act ( SDCL 47-1A-203 et seq.), a corporation incorporating in South Dakota files Articles of Incorporation with the South Dakota Secretary of State (SD SOS).

    Corporate Name: A corporate name must contain the term, corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 47-1A-301 and its articles of incorporation.

    Maximum Stock for Minimum Filing Fee: None. If the stock has no par value, a Sworn Statement stating the value of shares must be filed with the articles.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is minimum amount of paid in capital required to commence business.

    Purpose: A corporation has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

    Incorporator: One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Office of the Secretary of State for filing.

    Execution and Filing: One originally signed and one photocopy of the articles of incorporation must be submitted to the Secretary of State. The proper filing fee must accompany the application.

    Filing Fee: $125.00

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (South Dakota)
    Pursuant to the South Dakota Business Corporation Act (47-1A-1501) a foreign corporation may not transact business in South Dakota until it files Certificate of Authority with the South Dakota Secretary of State (SD SOS).

    Name of Corporation: Name must contain "corporation" "incorporated" "limited" or abbreviation thereof

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original and conformed copy is filed with the SD SOS. Filing must be consented by registered agent.

    Additional Information.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (South Dakota)
    Pursuant to the South Dakota Uniform Limited Liability Company Act (chapter 47-34), a limited liability company forming in South Dakota files Articles of Organization with the South Dakota Secretary of State (SD SOS).

    LLC Name: The LLC name must contain "limited liability company" or "LLC"

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)" and submitted in duplicate with the SD SOS together with First Annual Report (which is attached to the articles).

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • New South Dakota Business Corporation Act
    Effective July 1, 2005 a new South Dakota Business Corporation Act, Chapter 47-1A went into effect, repealing Chapter 47.
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    New South Dakota Uniform LLC Act
    South Dakota Uniform Limited Partnership Act (Title 47, section 34A) was adopted 7/1/2005 and repeals Title 47, section 34).
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    Recommended Service Company (South Dakota)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Premier Corporate Services, Inc.
    590 Park Stret, Suite 6
    St. Paul, MN 55103
    Phone: 800.227.1256
    Fax: 800.227.1263

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    UCC Filings (South Dakota)
    UCC filings may be made online using Dakota Fast File.

    Dakota Fast File can also be used for searching.

    Dakota Fast File is a subscription service that requires payment of an annual fee. More information.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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