A certificate of good standing in South Dakota is issued by the Secretary of State. It proves to other parties, such as lenders, contractors, and other state agencies, that your business is in good standing in South Dakota.
Discover when you might need this document, how to confirm that your business is in good standing, how to place your order, the costs and timing involved, and how to clear any compliance issues blocking your request.
Key takeaways
- The South Dakota Secretary of State issues certificates of good standing through its Business Services Online portal.
- Both domestic entities (South Dakota–formed entities) and foreign entities (businesses formed elsewhere but registered in South Dakota) can request a certificate.
- You'll need your South Dakota business ID to request a certificate.
- The state can only issue a certificate if your business is in good standing—all required filings and fees must be current.
- If your business isn't in good standing, resolve the underlying compliance issue before requesting the certificate.
What is a South Dakota certificate of good standing?
A South Dakota certificate of good standing is a state-issued document confirming that your business is legally registered and currently compliant with all state requirements. The South Dakota Secretary of State issues it as official proof that your entity is authorized to operate in the state.
The certificate confirms your business' legal name, its registration status, and that it has met its ongoing filing obligations. It says nothing about your business' financial health or any matters outside the Secretary of State's jurisdiction.
Who can request a South Dakota certificate of good standing?
Any registered business entity or third party with the entity’s state business ID can request a South Dakota certificate of good standing. Foreign entities registered to do business in the state can also request a certificate. The document is available for all registered entities in South Dakota except for general partnerships.
When you need a South Dakota certificate of good standing
Most businesses need a certificate of good standing when a third party requires proof that their entity is legally registered and compliant with state requirements. Here are some common situations in which you might need one:
- Applying for a business loan or line of credit. Lenders and banks routinely require one as part of the approval process.
- Registering to do business in another state. Most states require a certificate from your home state as part of the foreign qualification filing. So, in this case, if your business was formed in South Dakota but you want to operate in North Dakota, you’ll need a South Dakota certificate of good standing to share with the relevant North Dakota state agency.
- Business acquisitions and due diligence. Buyers and their attorneys verify good standing before closing a deal.
- Signing vendor contracts. Some agreements with potential partners, vendors, and other agencies require each party to confirm active, compliant status.
- Applying for and renewing professional licenses or permits. Certain licensing bodies require proof of good standing before issuing licenses.
Get a broader look at what a certificate of good standing proves and when you need one.
How to check whether your South Dakota business is in good standing
Before placing your order, confirm that your business is actually in good standing. If the Secretary of State's records show a compliance issue, your certificate request will be blocked.
Follow these steps to check if your business is in good standing in South Dakota:
- Visit the Secretary of State’s business information search portal. The tool is free to use and doesn’t require a login.
- Search for your entity. Enter your business name or business ID. The system supports partial matches, though your complete legal name or ID will produce the most precise results. Click “Search.”
- Locate your entity in the results. Once you find your entity name on the results page, confirm that the business ID matches.
- Review your entity's status. Take a look at the status column on the right-hand side of the page. A status of “Good Standing” means that your entity is in good standing. Any other status, such as "Dissolved (Administrative)” or “Revoked (Administrative)," means that there's a compliance issue to resolve before the Secretary of State can issue a certificate.
How to get a certificate of good standing in South Dakota: Step-by-step
Requesting a certificate of good standing in South Dakota is straightforward. Here are the steps.
- Go to the certificate of good standing request page. This is where you’ll request your document.
- Enter your South Dakota business ID. Type in your business ID, then click “Begin.” If you don’t have your business ID number handy, visit the business information search portal, search for your entity by name, then locate your business ID from the results.
- Verify your entity information. The page will display your entity's legal name, registration details, and status. Confirm that everything looks correct before moving on to the next step.
- Complete the request form. The next page is where you’ll enter your requestor details. Fill in the required fields, then click “Next.”
- Enter your email address. Then, you’ll type in your email address. This is where you’ll receive a copy of the link to download your certificate of good standing. Click “Next.”
- Submit payment. Click “Pay Online.” In the pop-up, click “Checkout.” You can pay by credit or debit card. The filing fee is $20, plus a $0.49 service fee. Fill out your payment details, then click “Submit Payment.”
- Download your certificate immediately. Once payment is processed, your certificate is available for instant download.
What to do if your South Dakota business is not in good standing
The Secretary of State can't issue a certificate of good standing if your business has outstanding compliance issues. Most problems come down to one of three causes:
- A missed annual report. South Dakota registered business entities—except for limited partnerships—must file an annual report by the first day of their anniversary month (for example, a March formation means a March 1 annual deadline). If you don’t file your annual report within two months of this deadline, your entity status shifts to "Delinquent" and you’ll owe a late fee of $50, on top of the filing fee. Staying in delinquent status could risk administrative dissolution.
- Unpaid or declined fees. Any rejected or unpaid filing fees will put your entity out of compliance.
- A lapsed registered agent. South Dakota law requires every registered business to maintain a registered agent with a physical street address in the state at all times. Failure to maintain a South Dakota registered agent or update their information causes your entity to lose its good standing.
How to restore good standing in South Dakota
- Identify the specific compliance problem. Enter your business ID on the certificate of good standing request page. Near the bottom of your entity’s details page, you’ll see three status sections: “Status - SOS,” “Standing - Annual Report,” and “Standing - Registered Agent.” This section will show you whether the compliance issue is your annual report or your registered agent.
- File any overdue annual reports. File all overdue annual reports, not just the most recent one, and pay the filing fees and any late fees.
- Update registered agent information. File a statement of change with the Secretary of State.
- Apply for reinstatement (if your entity has been administratively dissolved). Administrative dissolution requires you to reinstate your business. Domestic entities can file for reinstatement (for-profit entities must also obtain a tax clearance certificate from the South Dakota Department of Revenue), but foreign entities must submit a new certificate of authority. Once reinstated, good standing is restored retroactively with no gap in status.
How LegalZoom can help
While you can certainly request your certificate on your own, chances are that you’re busy tackling day-to-day business tasks. It can be helpful to offload this task to a third party.
LegalZoom’s compliance services can take a number of tasks off of your hands, from filing annual reports to serving as your registered agent. Our certificate of good standing service can help you acquire the certificate. If your filing is rejected or incorrect due to our error, we'll correct it with the government agency at no additional cost to you.
If you need to get your business back into good standing first, our reinstatement management service will help you draw up a roadmap and manage ongoing compliance deadlines so you don’t fall out of good standing again.
South Dakota certificate of good standing FAQs
Does South Dakota call it a "certificate of good standing" or a "certificate of existence"?
South Dakota calls this document a certificate of good standing. If the requesting party asks for a certificate of existence, a South Dakota certificate of good standing fulfills this request.
How long is a South Dakota certificate of good standing valid?
The Secretary of State doesn't set an expiration date for certificates of good standing. The requesting party determines how recent it must be, with common requirements ranging from 60 to 90 days. Order as close to your date of need as possible.
Can I get a South Dakota certificate of good standing by mail?
South Dakota certificates of good standing can only be requested online, not by mail. Visit the Secretary of State’s certificate request page to get started.
Can a third party request a certificate on behalf of my business?
Yes, the certificate of good standing request page is available for anyone to use, as long as the requesting party has the entity's business ID number.
What is the difference between a domestic entity certificate and a foreign entity certificate?
In South Dakota, both domestic and foreign entities can request a certificate of good standing. There’s no difference, only that a foreign entity was formed in another state and a domestic entity was formed in South Dakota.
What information does a South Dakota certificate of good standing actually show?
A South Dakota certificate of good standing typically includes your business' legal name, entity type, South Dakota business ID, original formation or registration date, and a confirmation of current good standing. Financial information, tax records, and anything outside the Secretary of State's jurisdiction won't appear on the certificate.
How do I find my South Dakota business ID?
To locate your South Dakota business ID, search your entity name on the Secretary of State’s business information search portal. Your business ID appears in the first column of the search results.