Form a corporation in South Dakota.

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Choosing a Corporation Name

Choosing a name for your new South Dakota corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities on the South Dakota state rolls.

Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” “Company,” or “Limited.” However, the name must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law.

An available corporate name may be reserved for 120 days by filing two copies of an Application to Reserve Corporate Name form, along with a $25 fee.

Articles of Incorporation

Before it can legitimately commence operations in the state, a new South Dakota corporation must file articles of incorporation with the Corporations Department of the state Secretary of State’s office. The articles must be executed (signed) and delivered by at least one incorporator, who must be a natural person of legal age.

The articles must be accompanied by a filing fee of $125. The following information must be included in the articles of incorporation:

  • The name and address of each incorporator
  • The number of shares that the corporation is authorized to issue, itemized by class
  • The street address of the corporation’s initial registered office
  • The name of the corporation’s initial registered agent at that office
  • Signed acceptance by the registered agent of appointment as such

South Dakota law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

  • The names and addresses of each incorporator
  • The purpose of the corporation
  • The number of shares the corporation is authorized to issue.
  • The par value of shares or a statement that the shares are to be without a par value
  • If applicable, the designation of each class of shares and a statement of the preferences, limitations, and relative rights for each class
  • If applicable, the designation of each series and a statement of the variations in the relative rights and preferences between series, and a statement of any authority to be vested in the board of directors to establish and change the relative rights and preferences between series.
  • A statement that the corporation will not start conducting business until consideration of at least a thousand dollars has been received for the issuance of shares
  • The period of the corporation’s duration, which may be perpetual
  • Any preemptive shareholder rights
  • Any provisions chosen to be included by the incorporators to regulate the internal affairs of the corporation
  • The street address of the registered office
  • The name of the corporation’s registered agent there
  • The registered agent’s written acceptance of the appointment as such
  • The number of initial directors and their names and addresses
  • A mailing address to which notices may be mailed until an address has been designated by the corporation in its annual report.

South Dakota also permits optional provisions to be included into the articles of incorporation, such as:

  • The names and addresses of the initial directors
  • The corporate purpose(s)
  • Limitations on a director’s or officer’s liability for money damages to the corporation or its shareholders in certain situations

Registered Agent and Office

Every South Dakota corporation must have a registered agent in the state—the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as registered agent.

The registered agent must be either a South Dakota resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the Mount Rushmore State that has a business office identical to the registered office.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. South Dakota corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws.

Requiment Reports

South Dakota corporations must file a report with the South Dakota Department of Secretary of State each year before the first day of the second month following the anniversary month of its incorporation, except for the year of incorporation. The report must be current as of the close of business on the day prior to the corporation’s anniversary date of incorporation. This report must indicate:

  • The corporation’s name and its state or country of incorporation
  • The street address of its registered office
  • The name of its registered agent there
  • A brief statement of the character of the corporation’s business
  • The names and addresses of the corporation’s directors and officers
  • A statement of the aggregate number of authorized and issued shares that the corporation is authorized to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class
  • The stated capital amount of the corporation


“S corporation” status is recognized by the South Dakota Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

South Dakota does not impose a corporate income tax, however, so a subchapter S choice in this state has federal implications for South Dakota corporations, but no state impact.

Learn more about incorporating in South Dakota

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+ $150 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a South Dakota Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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