Jason M. Gant

Secretary of State

Business FAQs

Corporations

What is my Authentication Key?

The Authentication Key is required to file online and is printed on the postcard reminder and can also be acquired by emailing our office.

How do I get a Certificate of Good Standing?

You may download a certificate of good standing here

How do I check to see if the business name I want is available?

You may search the corporate database here (this is a preliminary name check only)

What is a registered agent?

  1. A registered agent must be a resident of South Dakota.
  2. Can also be a commercial registered agent
  3. Chapter 59-11

Do you have online filing to start an LLC or Corporation?

No, but the forms can be downloaded here.

Do I have to file an Annual Report?

Yes, annual reports are filed on the anniversary date of when the corporation was filed with the Secretary of State's office.

What happens if I don't want to file an Annual Report?

The entity will become delinquent.

What is your turn around time for new filings?

On average, one week.

Are there late fees for delinquent Annual Reports?

No.

How do I register to do business in South Dakota as a new business?

We would suggest that you visit with legal counsel and or an accountant to determine the best entity to fit your business.

As a corporation from another state, do I need to register with the Secretary of State's office in order to conduct business in South Dakota? If so, how can I register?

We would suggest that you visit with legal counsel to determine your filing requirements.

Can I get a paper copy to file my Annual Report; I don't do credit cards online.

Yes, paper copies are available online here

Fictitious Business Names FAQs

What is a Fictitious Name?

If a business is operating with a name that does not plainly show the true surname of each person interested in such business then that business is utilizing a Fictitious Business Name.

Who has to register their Fictitious Named Business?

The owner or owners of a business with a name that does not contain the last name of each owner interested in the business.

Where can I file?

You may file the registration either on-line directly through the Secretary of State's website or by delivering the required information and filing fee to the Register of Deed's Office.

When must I file?

Fictitious names must be registered when the business is started and every five years thereafter.

Why do I have to file?

The purpose of the filing is to provide the public with ownership and contact information for businesses not containing the owner(s) name within the business. The filing is required by South Dakota law, specifically § 37-11-1 through § 37-11-5.

Do I have to re-register if changes are made to the Business?

Yes. The Fictitious Name Registration process is intended to inform the public of the current ownership information. Upon any change of twenty-five percent or more of the ownership interest in the business an amendment must be filed.

How much does it cost to file?

The fee for filing a fictitious business name is ten dollars ($10.00) per business. For example, if you are registering two businesses, the fee will be Twenty Dollars ($20.00). If you are registering a single business in the state, the fee will be Ten Dollars ($10.00). The fee is due whether you file it on-line or at the county register's office and is payable whether the registration is for a new business, a renewal, or a change to the business. The filing fee applies to all amendments as well as the original filing.

UCC

Signature requirements for EFS documents.

  1. Original or UCC 1/EFS documents require both Secured Party and all Debtors' signatures.
  2. Continuations require Secured Party signatures only.
  3. Assignments require Secured Party and all Debtors' signatures.
  4. Terminations require Secured Party signatures only.
  5. Amendments:
    1. Secured Party name change requires Secured Party signatures only.
    2. Debtor changes require Secured Party and all Debtors' signatures.
    3. UCC collateral only changes require no signatures.
    4. EFS collateral changes require Secured Party and all Debtors' signatures.

Searches / how do I find a lien?

Searches can be done online by subscription only, or can be ordered through the Secretary of State's office.

Signing up for Homestead UCC / online filing

Payments accepted

Cash, check/money order, credit card (Discover, Visa, MasterCard)

Where to file?

  1. In South Dakota, as in most states, the proper jurisdiction for filing a financing record under UCC is locally with the county office of the register of deeds and centrally with the office of the Secretary of State. The type of collateral determines the proper jurisdiction for filing (SDCL 57A-9-301).
  2. Determination of debtor's location (SDCL 57A-9-307). In this section, "place of business" means a place where a debtor conducts its affairs. Except as otherwise provided in this section, the following rules determine a debtor's location:
    1. A debtor who is an individual is located at the individual's principal residence
    2. A debtor that is an organization and has only one place of business is located at its place of business
    3. A debtor that is an organization and has more than one place of business is located at its chief executive office.
  3. County Register of Deeds
    1. When the collateral is timber to be cut or is minerals or the like (including oil and gas) or accounts subject to subsection (6) of 57A-9-102, or when the financing record is filed as a fixture filing (57A-9-334) and the collateral is goods which are or are to become fixtures, then the UCC would be filed in the office where a mortgage on the real estate concerned would be filed or recorded.
  4. Office of the Secretary of State
    1. In all other cases, financing records are to be filed with the Office of the Secretary of State. Common examples of types of collateral filed with the Secretary of State include accounts, equipment, inventories, farm products, crops, consumer goods, equipment used in farming operations, etc.Requests can be sent to:
      Secretary of State
      UCC Division
      500 E. Capitol Ave.
      Pierre, SD 57501
      Your questions can be answered by contacting our UCC Division at 605-773-4422.
  5. Tribal Filings
    1. If the debtor is a resident of the Cheyenne River Indian Reservation or the Pine Ridge Indian Reservation, a lender should contact their legal counsel to determine if the UCC should be filed as a State UCC or Tribal UCC. Questions regarding Oglala Sioux Tribe UCC filing requirements may be directed to the OST Office of Financial Services (ost_credit@yahoo.com).

Buyer Registrations

Buyers of farm products, commission merchants and selling agents may register with the Secretary of State's Office to receive regular distribution of the master list (a listing of farm products filed with the Office of the Secretary of State) or portions thereof. Contact the Secretary of State's Office for further information concerning buyer registration and fees.

Where can I find the proper forms?

Forms can be found here.

Lapse Dates

UCC1 & EFS - 5 years from filing date. Can be continued 6 months prior to lapse date.

Who to write check to when collateral is sold.

We can only answer the question of who is listed on a UCC or EFS document. We cannot answer the question of who a check is to be written to, that is a legal question.