How Much Does It Cost to Form a Corporation in South Dakota?
Legal business registration — and maintaining a status of good standing — involves necessary expenses and investment. Some of these costs are payable to the Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a permit or business license in South Dakota may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial South Dakota Corporation Filing Fee
When setting up a corporation in South Dakota, you’ll need to file a form and pay a filing fee. Here are the current South Dakota corporation fees and filing times:
When you use Incfile to form a corporation in South Dakota, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Just pay the required South Dakota corporation filing fee.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
South Dakota Foreign Corporation Registration
Before you can bring an arm of your business from another state into South Dakota, you must request Foreign Qualification in South Dakota. This means the state gives you permission to conduct business there.
To request registration of a South Dakota Foreign Corporation, you must complete an Application for Certificate of Authority and pay a processing fee of $765. If you choose to file online the fee is $15 less at $750. The state may have additional registration requirements, so contact the Secretary of State directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your South Dakota corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
South Dakota Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. South Dakota requires an annual report to be filed once a year with the SD Secretary of State.
When you complete your annual report you may file it online accompanied with a filing fee of $50. If you choose to file via paper form, you'll be charged an additional paper filing fee of $15.
During anniversary month of incorporation.
*$50 if filed online, $65 if filed via paper form
South Dakota Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Although you are legally required to have corporation bylaws in South Dakota, you aren't required to file them with the state. Simply keep them with your business documents and by all means continue to follow them.
You bylaws should outline rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where, and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
A set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other South Dakota Corporation Filing Requirements and Fees
The State of South Dakota requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. South Dakota corporation law requires all corporations to have at least one director on the board.
Appoint a Director
In South Dakota, the board of directors (or the single director) elects officers, such as the president, CEO, etc. South Dakota corporation law requires corporations to have at least one individual that holds the responsibility of preparing the minutes of the directors' and shareholders' meetings and of maintaining and authenticating the records of the corporation required to be kept. A single person can hold multiple offices simultaneously.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every corporation in the state must sell stock to its shareholders. The Certificate of Formation must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
In South Dakota corporations are required to hold annual meetings, however should you fail to do so, South Dakota Codified Laws Title 47, Chapter 01A, § 47-1A-701 states, "The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action."
Get a Fictitious Name or DBA
If you want to register a DBA in South Dakota (fictitious name), you must complete the process online with the Secretary of State and pay a filing fee of $10.
Change the Registered Agent
If your corporation is based in South Dakota, then you must have a Registered Agent in South Dakota. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a form and paying a fee of $25, or completing the filing online for a fee of $10.
It’s free for the first year if you form your corporation with us and $119 a year after.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Secretary of State by filing a form and paying a fee of $25. First, conduct a South Dakota corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the South Dakota Secretary of State forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file Amended Articles of Incorporation with the Secretary of State along with a filing fee of $60. You can do this yourself or Incfile can do it for you.
You'll need to file Amended Articles when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, including South Dakota, this proof is provided with a Certificate of Good Standing or Certificate of Existence.
If you need to prove you have met your commitments, you’ll need to request a South Dakota Certificate of Good Standing/Existence from the Secretary of State. You can do this via the state's online filing system for a fee of $20.
The information listed above details many of the fees a standard corporation will be required to pay in South Dakota. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the South Dakota taxes page.
FAQs About South Dakota Incorporation Fees
We charge you this fee at cost and then pay it to the Secretary of State on your behalf when forming your South Dakota business.
It depends on various factors, including:
- Governing organizations in your industry
- Federal, state and local regulations
- Where you're located
- The type of business you run
Many new businesses need a business license, and you may be required to obtain additional licenses and permits. Our Business License Research Package can take the guesswork out of it for you and help you learn what your corporation needs to be compliant.