How To Incorporate In South Dakota

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1. Choose a Name for Your South Dakota Corporation

Check on Available Names in South Dakota: When you are preparing to file to incorporate your small business in South Dakota, choose a unique name for your corporation. You should do an extensive search of online records and other archives and catalogs to make sure that the name that you plan to use for your corporation is not in use by another corporation. There is a database of South Dakota corporations that you can search online at South Dakota Corporation.

Reserve a Corporate Name: Name reservations are not required in South Dakota. However, if you would like to reserve a particular corporate name, you can submit a name reservation application to the office of the South Dakota Secretary of State. You can download the name reservation application form online at Reserve a South Dakota Corporation Name. The corporate name that you submit will be reserved for a period of 120 days. You will need to pay a filing fee of $25.00.

Filing Trademarks and Doing a Corporate Name Search: You may find that the name that you want to use to incorporate is available in South Dakota but is in use by a corporation in another state. There could be some restrictions on the way that you use the name that you have chosen for your corporation. Consult an attorney to learn what these restrictions could be and how you can take steps to trademark the name of your corporation.

South Dakota Corporate Name Requirements: When you choose a corporate name, you need to remember that in South Dakota corporate names must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.

2. Find a Registered Agent in South Dakota

To incorporate your small business, you will need a registered agent who will act as an agent for service of process and receive all legal and tax documents for your corporation.  An adult resident of South Dakota or a corporation can act as your registered agent. There are companies that provide registered agent services. You can find a directory of some of these companies online at Register a South Dakota Corporation.  

3. File Articles of Incorporation with the South Dakota Secretary of State

Minimum Requirements: To incorporate your small business in South Dakota, you need to file Articles of Incorporation with the Secretary of State. There is a form for this document available to download online at File a South Dakota Corporation. The Articles of Incorporation of your corporation must include the name of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of each of the incorporators. Each of the incorporators must sign the Articles of Incorporation before you submit the document to the Secretary of State.

Other South Dakota Legal Provisions: When you are creating the Articles of Incorporation for your corporation, you should consider including other legal provisions in addition to the minimum requirements listed above. An attorney can help you determine which additional legal provisions will be most important for your corporation.

Where to Submit Form: You can submit the signed Articles of Incorporation document to the office of the Secretary of State, 500 E. Capitol Ave., Pierre, SD  57501.

Filing Fee: The filing fee for Articles of Incorporation in South Dakota is $125.00. Checks should be made payable to the Secretary of State.

4. Create Other South Dakota Incorporation Documents (Corporate Kits)

Once your Articles of Incorporation are filed with the Secretary of State, you can take actions such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring the appropriate business license. In addition to these actions, you can create other kinds of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what will happen in the event that an owner decides to leave the company. These kinds of corporate documents are especially valuable if your corporation has multiple owners. You should consult an attorney or a professional corporate service company when you are drafting these important documents so that you can be sure to comply with all relevant legal requirements.  

5. Qualify Your South Dakota Corporation to Do Business in Other States

Your corporation will have to qualify in order to do business in other states.  If your main corporate office is located outside of South Dakota, for example, your corporation must qualify to do business in the state where the office is located. Most states also require you to pay taxes in your home state. To find more information about how you can qualify your corporation to do business in other states, go to Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in South Dakota

South Dakota requires corporations to file an annual report. You can download the form for this report at South Dakota Corporation Fee. The report will ask you to indicate the name and address of your registered agent and the names and addresses of the principal officers and directors of the corporation. There is a filing fee of $50.00 for this report.

Any corporation that is registered in South Dakota will be subject to state income taxes. You will need to file a corporate income tax form and pay income taxes yearly. To find more information relating to the corporate tax in South Dakota, go to the official website of the South Dakota Department of Revenue: South Dakota Corporation Tax. It is best to consult a professional accountant for help in the preparation of your tax documents so that you are sure to avoid mistakes that could end up costing you extra taxes.

There are many complex decisions involved in incorporating a small business, especially for corporations that have multiple owners. You should consult an attorney and an accountant when you are incorporating your small business so that you can be confident that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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