Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.
When incorporating in South Dakota with LegalZoom, we not only file your articles of incorporation with the South Dakota Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your South Dakota corporation.
South Dakota Incorporation Information
Incorporating in South Dakota
Choosing a business name is one of the first steps in the process of forming your South Dakota Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your South Dakota corporation before filing to see which names are available.
- Must be distinguishable from any other registered South Dakota business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one (or an abbreviation of) the following words:
Articles of Incorporation:
If you will be incorporating in South Dakota, articles of incorporation must be filed with the South Dakota Secretary of State. The South Dakota Business Corporation Act (Title 47 of the South Dakota Codified Laws) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: One incorporating in South Dakota must be a natural person of the age of majority.
- Duties – Acknowledging and delivering for the corporation an original and one exact or conforming copy of the articles of incorporation to the secretary of state.
- Listing Requirements - The name and address of each incorporator must be listed.
South Dakota allows a corporation to be formed for any lawful business activity. The general corporate purpose must be listed in the articles.
The articles must state:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required in the articles.
- The number of shares that the corporation is authorized to issue.
- For corporations authorized to issue only one class of stock: The par value of shares or a statement that the shares are to be without a par value.
- For corporations authorized to issue more than one class of stock: the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class.
- For corporation authorized to issue the shares of any preferred or special class in series: The designation of each series and a statement of the variations in the relative rights and preferences between series, and a statement of any authority to be vested in the board of directors to establish and change the relative rights and preferences between series.
- A statement that the corporation will not commence business until consideration of at least one thousand dollars has been received for the issuance of shares.
Other Required Information:
- The period of duration, which may be perpetual;
- Any preemptive shareholder rights;
- Any provisions elected by the incorporators to regulate the internal affairs of the corporation;
- The street address, or a statement that there is no street address, of the registered office, the name of its registered agent at such address and his written consent to the appointment;
- The number of initial directors and the names and addresses of the persons who are to serve as initial directors
- A mailing address to which notices may be mailed until an address has been designated by the corporation in its annual report.
South Dakota also permits optional provisions to be integrated into the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The corporate purpose(s).
- Regulating the powers of the corporation, its board of directors, and shareholders.
- Provisions managing the business and regulating the affairs of the corporation.
- A par value for authorized shares or classes of shares.
- Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
Generally, South Dakota incorporation bylaws are written to manage the corporation's business and to conduct the corporation's affairs so long as the bylaws do not conflict with the articles of incorporation. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
Officers must be listed in the bylaws or elected by the board of directors. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may hold more than one office in the corporation.
LegalZoom can also provide your business with registered agent services. Every South Dakota corporation must have a registered agent IN South Dakota -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
Under South Dakota law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the South Dakota Secretary of State each year before the 1st day of the 2nd month following the anniversary month of its incorporation, except for the year of incorporation, and must be current as of the close of business on the day prior to the corporation's anniversary date of incorporation. This report must indicate:
Income Tax Rate:
- The corporation's names and its state or country of incorporation;
- The street address of its registered office and the name of its registered agent at that office;
- A brief statement of the character of the business in which the corporation is actually engaged in the state;
- The names and respective addresses of the directors and officers of the corporation;
- A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
- A statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
- A statement, expressed in dollars, of the amount of stated capital of the corporation; and
- Any other additional information necessary required by the secretary of state.
South Dakota does not collect income tax. For information on other taxes, including sales tax, visit: http://www.state.sd.us/drr2/revenue.html
An S-corporation is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. A subchapter-S election thus has federal, but no state, implications for South Dakota corporations.