Withdraw A Foreign South Dakota LLC Or Corporation

This guide to withdrawing or cancelling your foreign LLC or corporation in South Dakota shows you the forms you’ll need to file, what happens if you don’t file, and why you should end operations the right way.

Steps to Withdraw a Foreign Business in South Dakota

If your out-of-state business has stopped operating in South Dakota, you should:

1. File an application with South Dakota’s Secretary of State to withdraw your foreign LLC or corporation.
2. Check with South Dakota’s Department of Revenue to ensure all tax obligations are satisfied.
3. Notify your South Dakota registered agent (if you have one) that you’re withdrawing.

Follow along to learn more.

What is a foreign South Dakota business?

Being a foreign business means that a business is not originally formed (or incorporated) in South Dakota, but wants to conduct business within the state. In this context, “foreign” doesn’t mean another country—it just means another state or jurisdiction.

To operate legally, the business will need to register in South Dakota by completing a process called foreign qualification. If the business stops doing business in the state, they can withdraw their business from South Dakota and cancel their foreign registration.

How do I withdraw my foreign LLC in SD?

To withdraw your foreign South Dakota LLC, file a Notice of Cancellation of Certificate of Authority with South Dakota’s Secretary of State (SOS).

How do I withdraw my foreign corporation in SD?

To withdraw your foreign South Dakota corporation, file an Application for Certificate of Withdrawal with the SOS.

How much does it cost to withdraw a foreign business in Oklahoma?

Both foreign LLCs and foreign corporations pay $10 to file their applications with the state.

 

Foreign South Dakota LLC or Corporation Withdrawal FAQs

How much does it cost to cancel your out of state registration with South Dakota?

To withdraw your South Dakota foreign limited liability company in South Dakota, there is a $10 filing fee.

Do you need a South Dakota Department of Revenue clearance first?

No. But a South Dakota registered agent resignation may be necessary.

How long does it take the state to process the withdrawal filing?

Your withdrawal will be processed in two business days.

What agency do you need to file the withdrawal with?

South Dakota Secretary of State Office
500 E. Capitol Ave.
Pierre, SD 57501
(605) 773-4845
Fax:  (605) 773-4550
Email:  corporations@state.sd.us

What happens if you don’t file an application for a certificate of withdrawal and just let your annual report go unfiled?

If you do not file your Annual Report by its due date, the South Dakota Secretary of State may begin the process of your administrative revocation. They are required to serve you notice in writing that you have 60 days to deliver your annual report and pay the annual fee, and if you do not, the South Dakota Secretary of State shall sign a certificate of revocation terminating your business. Foreign entities have no provisions in South Dakota to apply for reinstatement. They must file a new Certificate of Authority and start over with a $750 filing fee. At this time, the South Dakota Secretary of State only sends out the 60-day written notices, warning of the administrative revocation, once per year; and that time is random, depending on the office workload. So you could be much more than 60 days delinquent with your annual report before your company’s authority is revoked.

If you just don’t file a annual report, do you lose your authority to do business in South Dakota?

Yes, a foreign entity that has been administratively revoked may not carry on any business except that necessary to wind up its business affairs in South Dakota.

What are the late fees and penalties to re-register a foreign business in South Dakota?

All foreign entities must start over with a new Certificate of Authority Application once they have cancelled or withdrawn their authority, or once South Dakota has administratively revoked their authority to conduct business. Whether you want to reorganize as a corporation or a Limited Liability Company, the fee is $750.

As your registered agent, we provide all the cancellation and withdrawal forms in your online account.  We even have templates we’ve custom written to help the cancellation procedure.  We believe in having a happy client, even if they need to cancel service with us.  We understand you needing to quit your registration with a state, and the anxiety of getting it done correctly so you can finally be done with the state bureaucracy monkey that has currently been on your back.  We want our clients to be happy enough with our information and services that they refer their friends to us.  If you’d like to experience our helpful registered agent service, you can see more about any state below and sign up for immediate service as well.