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SHANTEL KREBS

Contact Us - Business Filings Division

Office Hours: 8am to 5pm Central Time

Phone: (605) 773-4845
Fax: (605) 773-4550
Email: corpinfo@state.sd.us

Mailing Address:
     Secretary of State
     Capitol Building
     500 East Capitol Avenue
     Pierre, SD 57501-5070
Physical Address:
     215 E. Prospect Ave.
     Pierre, SD 57501

FAQs

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Certificates of Good Standing

  • How can I get a Certificate of Good Standing?
  • You may purchase a Certificate of Good Standing for any Active entity in Good Standing on the Secretary of State website. Payments accepted for online processing are Visa, MasterCard, American Express and Discover credit and debit cards. Once payment is processed, a color PDF will be available for immediate download - online requests will NOT receive an emailed or mailed Certificate from our office. Once you leave the PDF download page, the document is no longer available for download.

    You can download Certificates of Good Standing on our website here.

    Searching for Business Information

  • How do I search for information on an existing business?
  • You may search the business entity database here. All information filed with the Secretary of State's office is public record and can be found on the business entity's detail page.
  • How do I request copies of information on a registered business?
  • Copies of filed documents for a registered entity can be found by searching the business entity on our online search page. All documents filed are public record and can be found on the business entity's detail page. Documents filed before 11/12/2016 can be found by going to the "Image Links" portion of the history and clicking on the blue ID number that is in the same line as the "Initial Filing" history item. Online images for businesses are available from 1994 to present. Archived documents prior to 1994 must be requested from the Business Filing Office (corpinfo@state.sd.us) at a cost of $2 per page. Only certified copy requests are guaranteed to show all images on file.

    Certified copy requests can be requested online through our website or via email, fax or hard copy. Certified copy request fees are $15 for the certification and $2 per page for each copied page.
  • How do I find the owners of a business?
  • Owners of corporations and LLCs are NOT filed with the Secretary of State's office. Only organizers for LLCs and incorporators and directors for corporations are filed with the SOS office.

    Shareholders are only filed with the Secretary of State's office for corporations that have eliminated their board of directors and LLCs that have qualified as family farms.
  • How do I find an entity's tax designation?
  • The IRS has many tax designations and many tax exempt classifications. These classifications are strictly between the entity and the IRS and are NOT information the SD Secretary of State’s office requests or collects. In other words, the SD Secretary of State’s office does NOT know IRS designations, classifications or categorizations in any way for any entities.

    This would apply to all tax designations, including, but not limited to, any 501 designations as well as the following: 521, 527, 528, 529, 4947 & 170. The subchapter S corporation classification is another entity specific designation strictly between the entity and the IRS.

    If there are any questions about an entity’s tax status, all questions can be directed to the IRS’s website at www.irs.gov.

    Starting a Business

  • What is the best way to register to do business in South Dakota as a new business?
  • We suggest that you visit with legal counsel and/or an accountant to determine the best way to file your business. Any question under this heading is considered a request for legal advice and the Secretary of State's office is, by statute, not permitted to provide legal advice.
  • How do I check to see if the business name I want is available?
  • You may search the corporate database here (**Please Note: this is a preliminary name check only)

    Pursuant to state statute, a name is required to be "distinguishable on record" (which means, do the two names sound the same?) to be used for a new business entity. For example, Philips Avenue Diner and John Philips Avenue Diner are similar, but by adding the word "John" to the beginning, the two names are distinguishable and do not sound the same. On the other hand, Dear LLC and Deer LLC are spelled differently, but sound the same and are therefore not distinguishable.
  • Do I need to register a DBA (Doing Business As) Name?
  • A DBA/Fictitious Business Name is an assumed name used by a business. DBA names can be registered online with the Secretary of State's website or by paper at the county Register of Deed's office.

    Pursuant to SDCL 37-11-1, any person/entity regularly engaging in or conducting a business in this state shall file a fictitious name statement UNLESS one of the following applies:
    1. The name of the business plainly shows the true surname of each person interested in the business; OR
    2. The name of the business is on file with the Secretary of State in a required business filing.
  • Does adding "LLC" or "Inc." to my DBA register my name as an LLC or corporation?
  • NO!!! DBAs (Doing Business As) or Fictitious Business Names CANNOT be used to form/create/register LLCs, business corporations, nonprofit corporations or partnerships. These entities MUST be properly registered as such with the Secretary of State's office to be a valid LLC or corporation.
  • What is a registered agent?
  • The South Dakota registered agent functions as the point of contact for a business entity registered in South Dakota. A registered agent MUST be a resident of South Dakota, with BOTH a physical and mailing address in South Dakota.

    South Dakota law permits the registered agent to be:
    • Noncommercial Registered Agent - this may be an individual who resides in South Dakota, or a business entity that is registered in South Dakota. OR
    • Commercial Registered Agent - this is an agent/organization that has paid a registration fee and registered with the Secretary of State to be a commercial registered agent. Click here for a listing of the currently registered Commercial Registered Agents. OR
    • Office Holder of the organization - this option does NOT apply to LLCs. This is an officer of the organization (President, Vice President, Secretary or Treasurer) This type of agent does not have a specific individual's name associated to the agent file and therefore does not require a statement of change with a change in officers.

    For more information concerning South Dakota's Registered Agent statutes, see South Dakota Codified Law Chapter 59-11.
  • Does SD have online filing to start a business?
  • Online filing is available for select entity types. Online LLC and Corporate formations can be filed here.

    Payments accepted for online processing are Visa, MasterCard, American Express and Discover credit and debit cards. Once payment is processed, a color PDF certificate of organization/incorporation will be available for immediate download - online filings will NOT receive an emailed or mailed Certificate from our office. Once you leave the PDF download page, the color document is no longer available for download.

    Paper forms for filing with the SD Secretary of State can be found at this link.

    **Reminder: Effective July 1st, 2016, articles filed via paper that could otherwise be filed online with our office incur an additional $15 paper processing fee.
  • What is the turnaround time for new filings?
  • On average, new paper filings are processed within 3-5 business days. Online filings are processed immediately.

    **Reminder: LLC and Corporation formations may be filed immediately online. Effective July 1st, 2016, articles filed via paper with our office that could otherwise be filed online incur an additional $15 paper processing fee.
  • What are the filing fees?
  • A listing of all filing fees can be found on our website here.
  • As a business entity from another state, do I need to register with the Secretary of State's office to conduct business in South Dakota? If so, how can I register?
  • We suggest that you visit with legal counsel to determine your filing requirements. Any question under this heading is considered a request for legal advice and the Secretary of State's office is, by statute, not permitted to provide legal advice.

    Online filing is now available for Foreign Certificates of Authority for LLCs and For-Profit Corporations. Online Foreign LLC and Corporate Certificates of Authority can be filed here.

    Paper forms for filing with the SD Secretary of State can be found at this link.

    **Reminder: Effective July 1st, 2016, Certificates of Authority filed via paper with our office that could otherwise be filed online incur an additional $15 paper processing fee.
  • Do I need to send my Corporate Bylaws or my LLC Operating Agreement?
  • Corporate Bylaws and LLC Operating Agreements are internal company documents and are NOT filed with the Secretary of State's office.
  • Do I have to file Beneficial Owners?
  • A beneficial owner is a person who has or in some manner controls an equity security. Business entities MAY, but are NOT required to, indicate beneficial owners when filing organizational documents or annual reports with the Secretary of State's office.

    Please consult an attorney for legal advice if you have any questions concerning this entry. Any question under this heading is considered a request for legal advice and the Secretary of State's office is, by statute, not permitted to provide legal advice.
  • What is the difference between Member-Managed and Manager-Managed LLCs?
  • A Member-Managed LLC is the simplest structure and means that every member has authority to act on behalf of the business. All your members will have direct involvement in the management of the company.

    With a Manager-Managed LLC, the members, by virtue of being members, do not have authority to manage and operate the business of the limited liability company. Instead, the members elect "managers" and it is the managers who have this authority. This form of LLC allows for a separation between ownership and management. A Manager-Managed LLC is generally used when there are "passive" members in the LLC. Passive means investors in the LLC who do not actively manage or otherwise operate the business of the Company.
  • My business entity's name includes the word "TRUST" can I file my formation documents online?
  • Any business entity name that contains the word TRUST will need approval from the SD Dept. of Labor & Regulation, Division of Banking (605-773-3421). Due to the additional approval, these documents cannot be filed online and must be filed via paper.
  • Where do I get my FEIN or Sales Tax Number?
  • A Federal Employer Identification Numbers (FEIN) is a number issued by the Internal Revenue Service (IRS). The Secretary of State's office does not issue this number and does not have FEIN numbers on file. You may obtain an FEIN number from the IRS, whose website is: www.irs.gov.

    State Sales Tax is handled through the South Dakota Department of Revenue (DOR). The Secretary of State's office does not process sales tax, nor have access to any sales tax identification information. You may contact the DOR at: www.dor.sd.gov.

    Annual Reports

  • Do I have to file an Annual Report?
  • Yes, annual reports are due EVERY YEAR on the 1st day of the anniversary month of when the business was filed with the Secretary of State's office. The exception to this is Limited Partnerships and Business Trusts are not required to file Annual Reports.

    Annual Reports can be filed online here. Payments accepted for online processing are Visa, MasterCard, American Express and Discover credit and debit cards. Once payment is processed, a receipt and acknowledgment of filing will be available for immediate download.
  • When are Annual Reports due?
  • Annual reports are due every year on the 1st day of the anniversary month of when the business was filed. For instance, if your entity was filed July 20th, 2016, the first annual report is due July 1st, 2017 and every July 1st thereafter.

    You may file your annual report starting 2 months prior to your Annual Report due date. So, if your annual report is due July 1st, you may file your annual report starting May 1st.

    The business entity status becomes delinquent and late fees are assessed if you have not filed your annual report 2 months after the due date. For instance, if your annual report is due July 1st, and you have not filed the report, your entity will become delinquent and you will begin incurring late fees on September 1st.

    Annual Reports can be filed online here.

    **Effective July 1st, 2016, Annual Reports filed after their delinquency date will incur a $50 late fee.
  • What happens if I don't file an Annual Report?
  • The entity will become delinquent and will incur additional late fees. If the entity continues to stay in a delinquent status, it may be Administratively Dissolved.
  • Are there late fees for delinquent Annual Reports?
  • Effective July 1st, 2016, Annual Reports filed after their delinquency date will incur a $50 late fee. (Nonprofit corporations are exempt from the additional late fee, but are still required to file Annual Reports.)
  • Can I get a paper form to file my Annual Report?
  • Yes, paper forms are available on our website at this link.

    **Reminder: Effective July 1st 2016, documents filed via paper with our office that could otherwise be filed online will incur an additional $15 paper processing fee.
  • What are the fees for filing Annual Reports?
  • Annual Report filing fees are different depending on the entity type. A listing of all filing fees can be found on our website here.

    Dissolved Entities / Reinstatements

  • How did my business become dissolved/revoked?
  • A business entity can be dissolved/revoked for several reasons:
    • Failure to file the required annual reports during the specified time frame.
    • Failure to keep a valid South Dakota Registered Agent on file with the Secretary of State's office.
    • Required payments have been declined or rejected by the bank and filing fees remain unpaid.
    You may find the specific reason by contacting the Secretary of State's office at corpinfo@state.sd.us.
  • My DOMESTIC business entity has been dissolved, what do I need to do?
  • A reinstatement application can be filed to place the business entity back into Good Standing, and ALL delinquent annual reports MUST be filed along with the payment of any additional fees/penalties.

    The reinstatement process may be started online on the Secretary of State's website. The first step of the process is for all delinquent annual reports to be filed online and paid for along with any associated late fees. Then, a reinstatement form can be completed on the website, which will be printed off and mailed to the office with payment.

    All for-profit entities MUST ALSO request a Tax Clearance Certificate from the SD Department of Revenue (DOR). Once requested, the DOR will send the Tax Clearance Certificate directly to our office for processing. This certificate MUST be received by our office prior to the reinstatement paperwork in order for the reinstatement to be processed. Tax Clearance Certificates can be requested by calling the DOR at (605)773-4764.
  • My FOREIGN business entity has been dissolved, what do I need to do?
  • Foreign business entities cannot be reinstated and must file for a new Certificate of Authority. Online filing is now available for Foreign Certificates of Authority for LLCs and For-Profit Corporations. Online Foreign LLC and Corporate Certificates of Authority can be filed here.

    Paper forms for filing with the SD Secretary of State can be found at this link.

    **Reminder: Effective July 1st, 2016, Certificates of Authority filed via paper with our office that could otherwise be filed online incur an additional $15 paper processing fee.

    DBA (Doing Business As) Names / Fictitious Names

  • What is a DBA/Fictitious Business Name?
  • A DBA/Fictitious Business Name is an assumed name used by a business.
  • Who must register their DBA/Fictitious Business Name?
  • Pursuant to SDCL 37-11-1, any person/entity regularly engaging in or conducting a business in this state shall file a fictitious name statement UNLESS one of the following applies:
    1. The name of the business plainly shows the true surname of each person interested in the business; OR
    2. The name of the business is on file with the Secretary of State in a required business filing.
  • Does adding "LLC" or "Inc." to my DBA register my name as an LLC or corporation?
  • NO!!! DBAs (Doing Business As) or Fictitious Business Names CANNOT be used to form/create/register LLCs, business corporations, nonprofit corporations or partnerships. These entities MUST be properly registered as such with the Secretary of State's office to be a valid LLC or corporation.
  • Where can I file a DBA?
  • You may file the registration either online through the Secretary of State's website or by delivering the required information by paper with the filing fee to any county Register of Deed's Office.

    You can find the Register of Deeds' Contact List here.
  • How much does it cost to file a new DBA/Fictitious Business Name?
  • The fee for filing a new DBA/Fictitious Business Name, name is ten dollars ($10.00) per name. The fee is owed and is the same fee whether you file online or at the county Register of Deed's office.
  • Once registered, does a DBA/Fictitious Business Name expire?
  • DBA/Fictitious Business Name registration lasts for five (5) years from the date of filing. A DBA/Fictitious Business Name can be renewed for subsequent five year intervals, beginning 6 months prior to the expiration date until the day of expiration.
  • How is a DBA/Fictitious Business Name renewed?
  • A DBA/Fictitious Business Name can be renewed either online through the Secretary of State's website or by paper with any county Register of Deed's Office. The fee for renewing a DBA/Fictitious Business Name is ten dollars ($10) per name.

    You can find the Register of Deeds' Contact List here.
  • How do I renew an EXPIRED DBA/Fictitious Business Name?
  • A DBA/Fictitious Business Name can ONLY be renewed PRIOR to the date of expiration. Once expired, the name must be registered as a NEW DBA/Fictitious Business Name. The fee for filing a new DBA/Fictitious Business Name is ten dollars ($10.00) per name and can be filed either online through the Secretary of State's website or by paper with any county Register of Deed's Office.

    You can find the Register of Deeds' Contact List here.
  • What do I do if changes are made to the Business?
  • Upon any change of the ownership interest in the business or any changes to addresses for either the DBA/Fictitious Business Name or the owners, an amendment must be filed.

    An amendment can be filed either online through the Secretary of State's website or by paper with any county Register of Deed's Office. The fee for amending a DBA/Fictitious Business Name is ten dollars ($10) per name.

    You can find the Register of Deeds' Contact List here.
  • How can I check on the status of a DBA/Fictitious Business Name in the State of South Dakota?
  • The DBA/Fictitious Business Names database reflects active registrations on file with the South Dakota Secretary of State. All 'Active' marks filed after July 1st, 2004, all 'Expired' marks up to 1 year past their expiration date, and all 'Cancelled' marks up to 1 year past their cancellation date are searchable.

    You can search the Secretary of State's database online for DBA details.
  • Can I cancel a DBA/Fictitious Business Name registration?
  • A DBA/Fictitious Business Name can be cancelled by the registered owner either online through the Secretary of State's website or by paper with any county Register of Deed's Office. There is no fee for a cancellation of a registration.

    You can find the Register of Deeds' Contact List here.
  • Can an individual/business register more than one DBA/Fictitious Business Name?
  • Yes, an individual or business may register as many DBA/Fictitious Business Names as they are using.
  • What are the laws governing DBA/Fictitious Business Names in the State of South Dakota?
  • The laws governing DBA/Fictitious Business Names can be found in SDCL 37-11.
  • What role does the SOS play in regulating the use of DBA/Fictitious Business Names or prosecuting their misuse?
  • The Secretary of State does not play any role in regulating the use of DBA/Fictitious Business Names or in prosecuting their misuse; the Department's role is strictly ministerial. If you have any questions about the "protection" of a name, infringement upon your name, or the application of filing requirements to your specific situation, you should consult an attorney.

    Databases

  • How can I download the Business Entity Database?
  • The South Dakota Secretary of State's office makes our databases available for download to the public. To gain access to the database files, a request form must be completed. The Secretary of State's office offers the following databases for download:
      Business Filings Database
      • Full Download (updated monthly)
      • Monthly Updates by subscription
      • Weekly Updates by subscription
      • Monthly New Entity Filings
      Uniform Commercial Code (UCC) Database
      • Full Download (updated monthly)
      • Monthly Updates by subscription
      • Weekly Updates by subscription
      • Weekly Bulk Images
      • Monthly EFS (Effective Financing Statement) Crop and Livestock Listing
      Trademarks/Service Marks
      • Full Download (updated quarterly)
      • Quarterly Updates
      • Quarterly Bulk Images
    For more information on our downloads and fees, or to find a subscription form, please visit our Database Download page.