South Dakota Foreign LLC Registration (How-to Guide)
Are you thinking of expanding your business to South Dakota? Registering a foreign LLC in Mount Rushmore State might seem complex, but it’s easier than you think.
In this guide, I’ll explain each step of the process, helping you confidently navigate South Dakota’s requirements.
Key Highlights: South Dakota Foreign LLC Formation
If your business is based outside South Dakota but you want to operate there, you’ll need to register as a Foreign LLC. To do this, submit an Application for a Certificate of Authority to the Secretary of State and pay a $750 fee online or $765 by mail.
You’ll need to register if your LLC has a physical location in SC, sells or rents products or services there, hires employees, bids on contracts, or applies for professional licenses.
A simple way to manage this process is to use a registered agent in South Dakota. Northwest Registered Agent is an excellent choice from my experience.
South Dakota Foreign LLC Requirements
1. South Dakota Registered Agent
A Registered Agent is a person or business entity that will receive legal documents and official correspondence on behalf of your LLC. In South Dakota, your Registered Agent must have a physical address.
You can appoint an individual resident or a professional Registered Agent service.
I recommend you either appoint an individual resident of South Dakota or hire a professional registered agent service.
2. Certificate of Good Standing
You must provide a Certificate of Good Standing (or Existence) from your home state. This document verifies that your LLC is in good standing and authorized to do business in its home state.
It ensures that your LLC is up-to-date and legally compliant with its state requirements.
3. South Dakota Certificate of Authority
To operate as a Foreign LLC in South Dakota, you must file for a Certificate of Authority. This document allows your LLC to conduct business legally in the state.
Here’s what you need to include in your application:
- Legal Name of the LLC: The official name of your LLC is registered in your home state.
- State of Formation: The state where your LLC was originally formed.
- Name and Address of the Registered Agent: The individual or company who will act as your Registered Agent in South Dakota.
- Principal Office Address: The main address of your LLC’s operations.
- Mailing Address: The address where you prefer to receive correspondence.
- Names and Addresses of Members or Managers: Details of the LLC’s key individuals.
- Date of Formation: When your LLC was originally formed.
You can submit this form in person or by mail to the following address:
South Dakota Secretary of State
500 E Capitol Ave.
Pierre, SD 57501
How to Form a Foreign LLC in South Dakota State
Step 1. Selecting Your Business Name (new or existing)
Before starting registration, you must ensure your business name is available in South Dakota. Visit the South Dakota Secretary of State’s online business name search tool here to check if your desired name is already used.
If the name is available, you can proceed with the registration. If not, you must choose an alternative name or modify your existing one to comply with South Dakota’s naming requirements.
Step 2. Appointing a South Dakota Registered Agent (I use Northwest)
You must appoint a Registered Agent with a physical address in South Dakota. This person or company will receive legal documents and official correspondence on behalf of your LLC.
The Registered Agent ensures that your business can be reached for legal matters or important notices.
I recommend using Northwest Registered Agent, as they can help you with the entire process of forming your LLC.
Click here to understand why Northwest Registered Agent is a top choice.
Step 3: Obtain a Certificate of Good Standing
To demonstrate that your LLC is in good standing with its home state, you need a Certificate of Good Standing (or Certificate of Existence). This document confirms that your LLC is legally compliant and authorized to do business in its home state.
Request this certificate from the appropriate state agency in your LLC’s home state, as it will be required for your South Dakota registration.
Step 4: Complete the Application for Certificate of Authority
With your business name confirmed, your Registered Agent appointed, and a Certificate of Good Standing, you can complete the Application for a Certificate of Authority. This form allows your LLC to operate legally in South Dakota.
Here’s what you need to include in the application:
- Business Entity Name: Confirm the name of your LLC as you wish to use it in South Dakota.
- Legal Name of Your LLC: If the official name from your home state differs from the name you will use in South Dakota, provide it.
- Principal Address: The primary address of your LLC in the state where it was originally formed.
- Mailing Address: If different from the principal address, provide this as well.
- Registered Agent’s Details: Include the name and address of your South Dakota-based Registered Agent.
- Home State or Jurisdiction: The state where your LLC was originally formed.
- Date of Formation: When your LLC was originally established.
- Date of Doing Business in South Dakota: When your LLC plans to start operations in South Dakota.
- Management Structure: Indicate whether your LLC is managed by its members or by appointed managers.
- Authorized Signature: A signature from someone authorized to act on behalf of your LLC.
Registering your foreign LLC in South Dakota online costs $750, or $765 if you mail in your application. You can pay online using Visa, MasterCard, Discover, or American Express.
If you pay by mail, send a check or money order made out to the South Dakota Secretary of State.
Step 6: Receive Your Certificate of Authority
After reviewing and approving your application, you will receive a Certificate of Authority from the South Dakota Secretary of State. This certificate grants your Foreign LLC the official right to operate in South Dakota.
How long does this take?
Online filings are processed immediately, while mailed filings are processed on the day they are received.
Registration Fee – How Much Does a Foreign LLC in South Dakota Cost?
Registering a Foreign LLC in South Dakota involves a registration fee, which varies depending on your method of submission:
- Online Filing Fee: $750. When you file your application online through the South Dakota Secretary of State’s website, the processing is immediate, allowing for quicker registration processing and approval.
- Mail Filing Fee: $765. The fee is slightly higher if you choose to submit your application by mail. Mailed applications are processed on the day they are received, so there may be a delay compared to online submissions.
Payment Methods:
- Online: You can pay the $750 fee using major credit cards, including Visa, MasterCard, Discover, or American Express.
- By Mail: For mailed applications, you must pay $765 with a check or money order made payable to the South Dakota Secretary of State.
By choosing the payment method that best suits your needs and submitting your application according to your preferred method, you can ensure that your Foreign LLC is registered efficiently in South Dakota.
When registering your LLC, you must select a registered agent with a physical address in South Dakota to manage legal documents. This service typically costs between $200 and $1,000. However, I recommend looking for a registered agent that charges under $100. For more details, click here.
Do foreign LLCs need to file South Dakota Articles of Organization?
Foreign LLCs do not need to file South Dakota Articles of Organization. Instead, they must apply for a Certificate of Authority to conduct business legally in the state. The Articles of Organization are only required for new domestic LLCs being formed in South Dakota.
How are Foreign Entity LLCs in South Dakota taxed?
In South Dakota, Foreign LLCs are taxed based on their default classification and any optional elections they may make:
- Default Taxation: By default, LLCs, including Foreign LLCs, are classified as pass-through entities. This means that the LLC itself does not pay income taxes. Instead, the profits and losses from the business pass through to the individual members of the LLC.
- Self-Employment Taxes: LLC members are responsible for self-employment taxes on their share of the LLC’s income. Self-employment taxes total 15.3%, which includes 12.4% for Social Security and 2.9% for Medicare.
- Optional Tax Elections: An LLC can be taxed as a different entity type by filing an election with the IRS. Specifically, an LLC can opt to be taxed as an S-corp or a C-corp:
- S-Corp Election: If an LLC elects to be taxed as an S-corp, it still enjoys pass-through taxation but can benefit from reduced self-employment taxes on a portion of the income. This is because only salaries paid to members who work for the company are subject to self-employment taxes, while distributions are not.
- C-Corp Election: If an LLC elects to be taxed as a C-corp, it becomes subject to corporate income tax at the federal level. The LLC’s profits are taxed at the corporate rate, and then any dividends distributed to members are taxed again at the individual level, leading to double taxation.
Understanding these tax implications helps foreign LLCs in South Dakota make informed decisions about their tax status and potential elections to optimize their tax obligations.
FAQs on South Dakota Foreign LLC Registration
Can I Be My Registered Agent for My South Dakota LLC?
Yes, you can act as your Registered Agent for your South Dakota LLC if you have a physical address in South Dakota where you can be reliably reached during business hours. However, many business owners opt for a professional Registered Agent service to ensure compliance and maintain privacy.
Why Hire a South Dakota-Registered Agent Service?
Hiring a professional South Dakota-Registered Agent service offers several advantages:
- Privacy: Keeps your address confidential and off public records.
- Compliance: Ensures that legal documents and official notices are promptly received and handled.
- Convenience: You can focus on running your business without worrying about missing important paperwork or deadlines.
How Can I Withdraw My South Dakota Foreign LLC?
You must file a Certificate of Withdrawal with the South Dakota Secretary of State to withdraw your Foreign LLC from South Dakota. This process formally terminates your LLC’s right to do business in the state. Ensure all taxes and obligations are settled before filing.
Is a Physical Presence Required in South Dakota to Form an LLC as a Foreigner?
No, a physical presence in South Dakota is not required to form an LLC. However, you must designate a Registered Agent with a physical address in South Dakota to receive legal documents and official correspondence on your behalf.
How Do I Amend a Foreign LLC in South Dakota?
To amend a Foreign LLC in South Dakota, file an Amendment to Foreign Registration with the South Dakota Secretary of State. This form updates any changes to your LLC’s name, address, or other important details. Make sure to include all necessary information and pay any applicable fees.
What Does It Mean to Do Business in South Dakota?
“Doing business” in South Dakota typically means engaging in activities requiring registering your LLC in the state. This includes operating a physical location, hiring employees, or conducting substantial business activities within South Dakota.
Does a Foreign LLC Have to File an Annual Report in South Dakota?
Yes, a Foreign LLC must file an annual report with the South Dakota Secretary of State. The South Dakota Annual Report ($50 online or $65 by mail) is due every year on the first day of the anniversary month when the Application for Certificate of Authority was filed.
Disclosure: We may earn commissions if you buy via links on our website. Commissions don’t affect our opinions or evaluations. We’re also an independent affiliate of many platforms, including ClickFunnels, Kartra, GoHighLevel, Podia, Northwest Registered Agent, and others. We’re not employees of these services. We receive referral payments from them, and the opinions expressed here are our own and are not official statements of these companies.
