South Dakota Articles of Incorporation
South Dakota articles of incorporation form a corporation by filing with the Secretary of State for $150 online, setting the name, shares, principal office, and registered agent. Attorney review available.
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Introduction
South Dakota, which levies no corporate income tax and no general franchise tax, lets you create a corporation by filing articles of incorporation with the Secretary of State, the document that brings a separate legal entity into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. In South Dakota you form a business corporation by filing Articles of Incorporation with the Secretary of State, and the filing fee is $150 online or $165 by paper. South Dakota law requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the street address of the corporation's principal office, the registered office and registered agent information required by SDCL 59-11-6, and the name and address of each incorporator (SDCL 47-1A-202). The registered agent must have a physical South Dakota street address, not a post office box. South Dakota is a founder-friendly tax state: it has no corporate income tax and no general franchise tax, and a franchise tax applies only to financial institutions. After formation, the corporation must file an annual report with the Secretary of State during the anniversary month of its formation each year, with a $55 fee online or $70 by paper. DocDraft builds your South Dakota articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In South Dakota, articles of incorporation filed with the Secretary of State are what create a corporation, a separate legal entity, in a state that levies no corporate income tax or general franchise tax, and filing them brings the corporation into existence.
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You file the Articles of Incorporation with the South Dakota Secretary of State, and the filing fee is $150 online or $165 by paper. The Secretary of State is the filing office for forming a South Dakota corporation.
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South Dakota requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue, the street address of the principal office, the registered office and agent information required by SDCL 59-11-6, and the name and address of each incorporator (SDCL 47-1A-202).
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The registered agent named in the articles must have a physical South Dakota street address, not a post office box, and must agree to accept legal papers for the corporation (SDCL 59-11-6).
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South Dakota has no corporate income tax and no general franchise tax, which is one of the main reasons founders choose it. A franchise tax applies only to financial institutions, not to a general business corporation.
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After formation, a South Dakota corporation must file an annual report with the Secretary of State during the anniversary month of its formation each year, with a $55 fee online or $70 by paper. A $50 late fee applies to reports filed after the deadline.
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Articles of incorporation form a corporation. To form a South Dakota limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in South Dakota, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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South Dakota Requirements for Articles of Incorporation
File Articles of Incorporation With the Secretary of State
A South Dakota business corporation is formed by filing Articles of Incorporation with the South Dakota Secretary of State. The filing fee is $150 online or $165 by paper. The corporation legally exists once the Secretary of State files the articles.
Corporate Name Under 47-1A-401
The corporate name in the articles must satisfy SDCL 47-1A-401 to 47-1A-401.3 and be distinguishable from other entities on record with the South Dakota Secretary of State (SDCL 47-1A-202).
Principal Office Street Address
The articles must state the street address of the corporation principal office. This is one of the items South Dakota requires in the articles (SDCL 47-1A-202).
Registered Office and Registered Agent
The articles must include the registered office and registered agent information required by SDCL 59-11-6. The registered agent must have a physical South Dakota street address, not a post office box.
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue, and at least one share must be authorized. If more than one class is authorized, the articles must describe each class (SDCL 47-1A-202).
Incorporators
The articles must give the name and address of each incorporator. An incorporator does not have to be an owner, director, or officer of the corporation (SDCL 47-1A-202).
File the Annual Report in the Anniversary Month
After formation, a South Dakota corporation must file an annual report with the Secretary of State during the anniversary month of its formation each year, with a $55 fee online or $70 by paper. A $50 late fee applies to late reports.
No Corporate Income or General Franchise Tax
South Dakota has no corporate income tax and no general franchise tax; a franchise tax applies only to financial institutions. Articles of incorporation form a corporation, while a South Dakota limited liability company files articles of organization instead. This is general information, not tax advice.