Register your business in South Dakota

LLCs and corporations file with the Secretary of State⁵. A sole proprietorship has no formation filing. A name other than the legal name can be a fictitious name, filed online or at the county register of deeds.

What’s different in South Dakota

• Annual-report timing changes in 2027. The Secretary of State’s older FAQ says the 1st day of the anniversary month of the original filing, every year, with an entity filed June 11, 2026, has its first report due June 1, 2027, and every June 1 after that². But starting January 1, 2027, an entity choosing the anniversary schedule may file during its anniversary month, instead of the previously published first-day deadline. From January 1, 2027, an entity may instead file by January 31 each year, beginning the calendar year after it forms: a new entity marks its choice on its formation document, and an entity in good standing can switch between the two dates by filing a change-of-filing-date form with the Secretary of State¹⁰. Stay compliant has the late fee.
• A name reservation is optional, and it does not renew in place. It lasts 120 days. After that, the same applicant cannot reserve that name again until more than 60 days after it expires⁶.
• The registered agent needs two South Dakota addresses. The agent is a South Dakota resident, with both a physical address and a mailing address in South Dakota. An officer may be the agent for an organization, and this option does not apply to LLCs².
• A company formed in another state pays $750¹. That is the online certificate of authority for an LLC or a business corporation.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor has no formation filing and can skip to the fictitious-name step if the legal name is not the name you will use. The Secretary of State says it cannot tell you which structure to choose. Pick an entity compares them.
2. Search the name. Use the name availability search. The office says the search is a preliminary check only. A name must be distinguishable on the record, which the office describes as whether the names sound the same. Dear LLC and Deer LLC are not distinguishable, because they sound the same. An LLC name must contain Limited Liability Company, Limited Company, or L.L.C., LLC, L.C., or LC. Limited may be Ltd. and company may be Co.⁶ A corporation name must include corporation, incorporated, company, or limited, or an abbreviation of one of those words⁷. A name that contains TRUST needs approval from the Division of Banking and cannot be filed online². Search the web and the federal trademark database too.
3. Reserve the name only if you are not ready to file. The LLC reservation is $25 and holds the name for 120 days. After it expires, the same applicant cannot reserve that name again until more than 60 days after it expires⁶. The corporation reservation form states the same 120⁷ days and the same waiting period. You can file the articles without a reservation if the name is still available.
4. Name a registered agent with a South Dakota street address and a South Dakota mailing address. The agent is a South Dakota resident, with both a physical address and a mailing address in South Dakota. That person or company may be an individual who lives in South Dakota, or a business entity registered in South Dakota, or a commercial registered agent that has registered with the Secretary of State. An officer may be the agent for an organization, and this option does not apply to LLCs². Changing the agent later is $10¹. The LLC’s designated office, which is the place it conducts business, may be in or out of South Dakota⁵. The agent’s addresses may not.
5. File online at the registration page. Online filing covers domestic and foreign LLCs, business corporations, and nonprofit corporations. Cards accepted are Visa, MasterCard, American Express, and Discover. The fee depends on the structure, below. The operating agreement is not filed with the Secretary of State. Owners are not filed with the Secretary of State².
6. Use paper only if you mean to. A paper filing that could have been filed online adds $15. State law charges that fee on nonprofit corporation filings too¹³. Paper filings take 1 to 3 business days on average. Online filings are processed immediately². Expedited service is $50¹, defined as completion sooner than the ordinary course of business. The fee page does not state a same-day clock.* Ask the office what date the extra fee buys before you pay it.
7. File a fictitious name if you use another name. The exceptions, fee and renewal are below. Then calendar the annual report. Selling taxable goods or services means a sales tax license before you collect tax: Get your tax IDs.

By structure

LLC

File Articles of Organization for $150 online, or $165¹ on paper. The paper form itself prints $165⁵. You choose member-managed or manager-managed. Member-managed means every member has authority to act for the company. Manager-managed means members elect managers, and membership alone does not give authority to run the company².

The annual report is $55 online, or $70¹ on paper. The current paper form prints $70⁸. It is due the 1st day of the anniversary month of the original filing, every year. You can file starting 2 months before the due date. A miss makes the company delinquent 2 months after the due date. For example, a June 1 due date becomes delinquent on August 1².

State law lists a late fee of $55¹¹, and the business FAQ agrees at $55². However, the annual-report filing tool still displays $50⁹.* Check the actual amount shown before payment rather than assuming the tool has caught up.

The annual report asks whether the company owns agricultural land and whether it has foreign beneficial owners. If both answers are yes, the form says to file the report online⁸.

A company that stays delinquent may be administratively dissolved. The reasons the office lists are a missed annual report, no valid South Dakota registered agent, or a filing fee that stays unpaid after a declined payment. A domestic reinstatement is $150, plus the missed reports and fees. A for-profit entity also needs a tax clearance certificate from the Department of Revenue before the Secretary of State will reinstate it². Start at the reinstatement page. Closing an LLC is $10¹.

A series LLC, one that is authorized to establish series, files master articles for $200. A series company formed elsewhere pays $800¹.

Corporation

File Articles of Incorporation¹⁵ for $150 online, or $165 on paper. The name must include corporation, incorporated, company, or limited, or an abbreviation of one of those words⁷. The articles ask how many shares the corporation may issue. The fee schedule does not add a per-share amount on top of the $150¹.

The annual report is $55 online, on the same anniversary rule as an LLC. State law sets its late fee at $55¹², on top of the report fee. A domestic reinstatement after administrative dissolution is $300¹, plus the missed reports and fees. A for-profit entity also needs a tax clearance certificate from the Department of Revenue before the Secretary of State will reinstate it².

S corporation status is the federal Form 2553¹⁶. South Dakota does not impose a corporate income tax¹⁷. This page does not choose the election.

Nonprofit

File articles for $30. The annual report is $10. The fee schedule does not split that $10 into an online price and a paper price. Nonprofit corporations do not pay the extra late fee. They still file the annual report. A filing on paper that could have been filed online adds $15. State law charges that fee on nonprofit corporation filings too¹³. The business FAQ says nonprofit corporations are exempt from paper processing fees². The statute names no such exemption, so filing online is the way to avoid the fee. Dissolution is $5. Reinstatement is $30¹, plus missed reports and fees. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

Limited partnerships and business trusts do not file an annual report².

A limited partnership files a certificate for $125. A limited liability partnership files a statement of qualification for $125. A general partnership is not formed by a certificate. A statement of authority, if you file one, is $125¹.

Sole proprietorship

No formation filing. Sales tax registration and any license your work needs still apply. A fictitious name is the filing when the name you use is not your own.

Fictitious names

File when you regularly use a name other than the legal name, unless an exception applies. The exceptions are: the business name plainly shows the true surname of each person interested in the business, or the business name is already on file with the Secretary of State in a required business filing². An LLC or corporation whose legal name is already on the Secretary of State’s record does not file a fictitious name for that same name. A different trade name is a separate filing.

You file online with the Secretary of State, or on paper at the county register of deeds. The fee is $10 per name. The fee is the same online and at the register of deeds. It lasts five years from the filing date. Renew it from 30 days before the expiration date through the day it expires, for $10¹. An expired name cannot be renewed. It is filed again as a new registration. Adding LLC or Inc. to a fictitious name does not create an LLC or a corporation. The Secretary of State does not police who uses a fictitious name². If a name fight matters, the office tells you to speak with an attorney. File at the fictitious-name page.

Formed in another state

An LLC formed elsewhere files a certificate of authority for $750 online, or $765 on paper. A business corporation pays $750 online. A nonprofit pays $125¹. You need a South Dakota registered agent. A foreign entity that was revoked cannot be reinstated. It files a new certificate of authority². The contact page tells a foreign company to ask a lawyer whether it must register. Forming in another state covers the tradeoffs.

What you get back

Online, you get a color PDF you download after payment, not a certificate in the mail. Download it before you leave the page. Save it for records and banking. You can apply for an EIN after forming the legal entity; the IRS does not require uploading this certificate with its online EIN application. Paper filings come back in 1 to 3 business days on average². The annual report receipt is available to download after an online payment. There is no income-tax account to open with the state. The sales tax license is the next filing if you sell taxable products or services.