Register Your South Dakota Foreign Corporation

Even though your corporation already has a name, it still needs to be registered in South Dakota. To see if your corporation name is available, consult a state business name search. If it’s not in use by another business in South Dakota, you can use it on your Application for Certificate of Authority.

If someone’s already claimed the name you registered for your corporation in another state, you’ll need to choose a different name to operate under in South Dakota. Your corporation will need to deliver the Secretary of State a resolution approving the use of the new name by your corporation’s board of directors.

If you’d rather get exclusive rights to your business name, a federal trademark can help you secure it for your industry in all fifty states.

Your corporation should have a registered agent in its home state, but you also need an agent physically located in South Dakota to operate there. If you don’t already have someone who can be your agent living in the state, you’ll probably need to hire a South Dakota registered agent to receive legal notices for your corporation.

Northwest offers registered agent service in every state, so no matter where in the United States you plan to expand your business, we can be your corporation’s registered agent. There’s even a bulk discount for using us as your agent in five or more states.

Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity — the way you present yourself to your potential clients — can prepare customers for your upcoming products and services.

Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.

Maybe you already have a digital presence, but want to make it easier for out-of-state people to find you and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.

A certificate of good standing (also called a certificate of existence) shows that your corporation is in compliance with its home state: up to date with annual reports and not owing outstanding taxes or fees. You’ll need this certificate when filing your Application for Certificate of Authority in South Dakota. Individual states have different requirements for getting a certificate of good standing issued, but it should be available through any Secretary of State’s office.

When you file a certificate of good standing with the South Dakota Secretary of State, the certificate must have been issued within 90 days prior to filing your Application for Certificate of Authority.

The Application for Certificate of Authority form can be submitted by mail, or you can file with South Dakota’s Business Services Online system. Filing costs $750 online, but a $15 fee applies when filing by mail, bringing the total to $765.

Your form must include:

• Corporation name
• Name the corporation will use in South Dakota, if original name is already in use
• Status as a general business corporation or professional corporation
• State where the business is incorporated
• Original incorporation date
• Duration of incorporation (this can be indefinite or a specific period of time)
• Principal office address
• If using a noncommercial registered agent: name, street address, and optional email address
• If using a commercial registered agent: South Dakota Commercial Registered Agent number
• If using a corporate officer as the registered agent: their title, physical and mailing address, and optional email address
• Names and business addresses of corporation’s principal officers and directors (noting individuals that serve as both)
• An original certificate of good standing or certificate of existence from the incorporating state
• Dated name, title and signature of an authorized person, email address optional

Your corporation will need to file additional South Dakota taxes and reports on top of the ones required by its home state.

• Income Tax: South Dakota has a 5% corporate net income tax. In addition, you’ll have to file a Corporate Income Tax return. This costs a minimum of $25, plus a percentage of your total capital and paid-in surplus. You can file your report online or by mail. Income tax is due four months after the end of a C corporation’s tax year (usually April 15th), or three months after the end of the tax year for S corporations (usually March 15 15th).
• Annual Report: Your foreign corporation’s annual report is due on the first day of the month the corporation was registered in South Dakota. You can file your report online or with a paper form by mail. Filing the annual report costs $50, or $65 by mail.