South Dakota Corporation Requirements

Each state has different requirements for forming a corporation. Whether you are starting a business or incorporating a business already in existence, you’ll want to understand state requirements for South Dakota incorporation.

Cost to incorporate in South Dakota

At BizFilings, we clearly outline our fees and the state fees to form a South Dakota Island corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:

• BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
• State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in South Dakota with standard turn-around.
• Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
• Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Incorporation.

Corporate Name

The name must contain either the word or abbreviation of "Corporation," "Company," "Incorporated" or "Limited." It may not be the same as or descriptively similar to the name of any domestic or qualified foreign corporation, reserved or registered name, or any limited partnership unless consent is obtained. The name must not imply it is organized for any purpose other than that stated in the Articles of Incorporation.

Director information

The following are South Dakota’s requirements for directors of corporations:

• Minimum number. Corporations must have one or more directors.
• Residence requirements. South Dakota does not have a provision specifying where directors must reside.
• Age requirements. South Dakota does not have age requirements.
• Inclusion in the Articles of Incorporation. Director names and addresses are not required to be listed in the Articles of Incorporation.

Requirements for the Articles of Incorporation

The document required to form a corporation in South Dakota is called the Articles of Incorporation. The information required in the formation document varies by state. South Dakota's requirements include:

• Officers. Officer names and addresses are not required to be listed in the Articles of Incorporation.
• Stock. Authorized shares and par value must be listed in the Articles of Incorporation. An increase in the number of shares or par value does not affect initial filing fees.
• Registered agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in South Dakota. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.

Professional services businesses

South Dakota allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).

After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for South Dakota corporations.

Corporate records

South Dakota corporations must keep the following items with their corporate records at the principal place of business:

• The Articles of Incorporation and any amendments
• Bylaws, restated bylaws and any amendments
• Permanent minutes of shareholder and director meetings and record of all actions taken by a committee of the board of directors in place of the board of directors and on behalf of the corporation
• Records of actions taken by the shareholders without a meeting
• Resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations
• A list of all shareholders including names and addresses listed alphabetically and showing the number and class of shares held by each
• Written communications to shareholders for the past three years
• A list of names and business addresses of current directors and officers
• Most recent annual report

Corporate taxes and fees

The following are taxation requirements and ongoing fees for South Dakota corporations:

• Annual report. South Dakota requires corporations to file an annual report in the anniversary month of the company’s incorporation. The filing fee is $50.
• Taxes. For complete details on state taxes for South Dakota corporations, visit Business Owner's Toolkit or the State of South Dakota .
• Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. South Dakota does not require a state tax identification number.

Business Licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

S corporation election

South Dakota recognizes the federal S corporation election and does not require a state-level S corporation election.

Additional South Dakota information

View the following additional resources BizFilings has for forming and maintaining companies in South Dakota:

• South Dakota LLC Formation