South Dakota Articles of Dissolution

Introduction

Key Things to Know

1. 1

   South Dakota Articles of Dissolution are the instrument that ends a domestic for-profit business corporation under South Dakota Codified Laws Chapter 47-1A, filed with the Secretary of State in Pierre. The state uses the same name this page does. A South Dakota LLC files Articles of Termination instead, and a nonprofit corporation files its own dissolution.

2. 2

   No Department of Revenue clearance certificate, consent or pay up condition stands in front of this filing. Section 47-1A-1403 asks for three things and none of them is a tax item: the corporation name, the date dissolution was authorized, and, where shareholders approved, a statement that the proposal was duly approved in the manner the Act and the articles of incorporation require.

3. 3

   The Department of Revenue clearance certificate that does exist belongs to reinstatement, not dissolution. Section 47-1A-1422(4) requires an application for reinstatement after administrative dissolution to contain a certificate from the Department reciting that all taxes and fees it administers and collects have been paid, and the Department forwards it to the Secretary of State directly.

4. 4

   The fee is ten dollars ($10), triple sourced: Section 47-1A-122(14) reads ten dollars, the Secretary of State fee schedule lists Articles of Dissolution at $10, and the form face prints FILING FEE: $10. South Dakota charges a fifteen dollar ($15) surcharge on paper copies of documents able to be filed online, but there is no online route for this one, so it is $10 flat. Expedited handling is a separate fifty dollars ($50).

5. 5

   Approval runs board first, shareholders second. The board proposes dissolution and must recommend it unless conflict of interest or other special circumstances lead it to make no recommendation and say why (Section 47-1A-1402). Every shareholder gets notice of the meeting, whether or not entitled to vote, and the notice must state that dissolving the corporation is a purpose of it (Section 47-1A-1402.2). Approval needs a meeting at which a quorum of at least a majority of the votes entitled to be cast exists, unless the articles or the board set a higher bar (Section 47-1A-1402.3).

6. 6

   Creditor notice is optional on both tracks and both open only after dissolution is effective. A dissolved corporation may write to known claimants, setting a claim deadline no fewer than 120 days out, and a rejected claimant then has 90 days to sue (Sections 47-1A-1406 and 47-1A-1406.1). It may also publish once in a newspaper in the county of its principal office, or Hughes County if it has none in state, which bars unlisted claims after three years (Sections 47-1A-1407 and 47-1A-1407.1).

7. 7

   Dissolved is not finished. The corporation continues to exist for winding up, keeps its registered agent, holds title to its property and can still be sued in its own name (Sections 47-1A-1405 and 47-1A-1405.1). It can also reverse course: dissolution may be revoked within 120 days of its effective date, by filing articles of revocation with a copy of the articles of dissolution, and the revocation relates back as though the dissolution never happened (Section 47-1A-1404).

South Dakota Requirements for Articles of Dissolution

• Clearance Certificate Gates Reinstatement, Not Dissolution

  South Dakota issues a Department of Revenue tax clearance certificate, and SDCL 47-1A-1422(4) attaches it to the application for reinstatement after administrative dissolution, where it must recite that all taxes and fees the Department administers and collects have been paid. Nothing requires one to dissolve voluntarily. Across all 39 sections of SDCL 47-1A-1401 to 47-1A-1440 the only tax reference is that reinstatement subdivision.

• No Corporate Income Tax, So No Final Return Gate

  The Department of Revenue states that South Dakota does not impose a corporate income tax, so there is no final corporate return to file before the Secretary of State will accept the dissolution. Scanning the whole dissolution article, the form PDF, the Business Corporations forms page and the published fee schedule for the phrase final return returns zero hits.

• Cancel a Sales or Excise Tax License Within 15 Days

  The tax duty that does bite sits on the Department of Revenue side and runs on its own clock. A holder of a South Dakota sales tax or contractor excise tax license must cancel the license within 15 days and immediately file a final return and pay all tax due on closing the business. Paper filers check the out of business box at the top right of the return and list the last date of business. None of this gates the Secretary of State filing.

• Three Items, One Step, Paper Only, No Form Number

  SDCL 47-1A-1403 asks for the corporation name, the date dissolution was authorized, and the shareholder approval statement, and the corporation is dissolved on the effective date of the articles. There is no intent to dissolve step. The Secretary of State publishes one form, headed ARTICLES OF DISSOLUTION, DOMESTIC BUSINESS CORPORATION, with no form number and only the footer stamp DomesticDissolution Feb 2018, and no online filing route.

• Ten Dollars, and the Paper Surcharge Does Not Apply

  SDCL 47-1A-122(14) sets ten dollars, the Secretary of State schedule lists Articles of Dissolution at $10, and the form face prints FILING FEE: $10. The schedule also carries a $15 Paper Filing Fee for documents able to be filed online, which lifts Articles of Incorporation to $165 and the Annual Report to $70, but dissolution is priced once with no electronic and paper split. Expedited handling is $50.

• Board Recommendation Plus a Quorum Based Shareholder Vote

  Under SDCL 47-1A-1402 the board proposes dissolution and must recommend it unless conflict of interest or other special circumstances lead it to make no recommendation and communicate why. Every shareholder must be notified of the meeting whether or not entitled to vote, and the notice must state that considering dissolution is a purpose of it. SDCL 47-1A-1402.3 then requires approval at a meeting at which a quorum of at least a majority of the votes entitled to be cast exists, unless the articles or the board set more.

• Elective Creditor Notice: 120 Days, 90 Days, Three Years

  Both notice routes say may and both open only after dissolution is effective. Written notice to known claimants under SDCL 47-1A-1406 sets a deadline no fewer than 120 days out, and a rejected claimant has 90 days to start a proceeding. One newspaper publication under SDCL 47-1A-1407, in the county of the principal office or Hughes County if none in state, bars unlisted and contingent claims three years after publication. Skip both and claims reach undistributed assets and shareholders up to what each received.

• 120 Days to Revoke, 90 Days of Delayed Effective Date

  SDCL 47-1A-1404 allows revocation of the dissolution within 120 days of its effective date, by filing Articles of Revocation of Dissolution with a copy of the articles of dissolution for $10, and the revocation relates back as if the dissolution never occurred. On the way in, SDCL 47-1A-123.1 permits a delayed effective date no later than the 90th day after filing, defaulting to the close of business when a date is given without a time.