Form a Corporation in South Dakota.

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:

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:

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

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

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:

Directors

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.

Requirement 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:

Taxes

“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.