Register a South Dakota Foreign Corporation

If you have a corporation located outside of South Dakota and you want to expand your business to SD, then you’re going to want to register your company as a South Dakota foreign corporation. By completing foreign corporation registration in SD, you are able to legally conduct business in South Dakota without having to start a brand new company.

To register a South Dakota foreign corporation, you’ll need to appoint a registered agent, submit an Application for Certificate of Authority to the South Dakota Secretary of State (SOS), and pay the state filing fee.

Also known as “foreign qualification,” registering a foreign corporation in South Dakota allows you to carry over the limited liability protection of your originally formed corporation, along with your existing company’s history, structure, and credentials.

How to Register a Foreign Corporation in South Dakota

To register a foreign corporation in South Dakota, you’re going to need to appoint a South Dakota registered agent, obtain a Certificate of Good Standing from the state in which your corporation was initially formed, complete an Application for Certificate of Authority, and submit your documents to the South Dakota Secretary of State ($750 online; $765 by mail).

Below you’ll find our step-by-step breakdown of how to do your registration correctly:

1. Appoint a South Dakota Registered Agent
2. Get a Certificate of Good Standing
3. File South Dakota Application for Certificate of Authority

Need to start an entirely new corporation in South Dakota? Check out our guide on how to incorporate in South Dakota.

Designate a South Dakota Registered Agent

Every South Dakota corporation must designate a South Dakota registered agent. According to South Dakota law (SD Codified L § 59-11-20), the duties of a registered agent include receiving and forwarding any official legal correspondence like service of process or subpoenas.

That means your registered agent must be able to:

• Maintain a South Dakota street address
• Be available during normal business hours to receive service of process
• Forward registered agent mail to you in a timely fashion

Any legal adult or company who meets the above criteria can serve as your registered agent. It’s important, however, that whoever serves as your registered agent can be someone you can count on to receive and forward your registered agent mail ASAP. Otherwise, you risk missing important state correspondence, which could mean financial penalties and even revocation of your right to do business in South Dakota. If you’re starting a foreign corporation in South Dakota, you need a reliable South Dakota registered agent.

That’s us. We’re local, affordable, and most importantly, experienced. Our professional registered agent service operates locally out of Watertown, SD, where our years as South Dakota specialists have allowed us to get everything down to a simple and efficient system.

Once you sign up for our South Dakota registered agent service, you will be logged into your client account online where you’ll find the South Dakota foreign corporation form you file with the South Dakota Secretary of State, Corporations Division. After taking a look at the resources and forms we provide in your client account, if you do not want to actually do the filing yourself, you can click on the “Add Services” tab in your account, and have us submit your filing for you for $100 plus the state filing fees.

Obtain a Certificate of Good Standing

After designating a registered agent, you’ll need to secure a Certificate of Good Standing form the state where you first formed your corporation. You might also see this document referred to as a “Certificate of Existence” in some jurisdictions. Don’t worry, they both mean the same thing: they certify that your corporation is in compliance with its home state. That means you’re up-to-date with your annual reports, taxes, licenses, and any other state obligations.

How Can I Get a Certificate of Good Standing?

The process to acquire a Certificate of Good Standing varies from state to state,. You can typically get a Certificate of Good Standing online through the Secretary of State’s website for a minor fee.

When Should I Get a Certificate of Good Standing?

You should request a Certificate of Good Standing before you start filling out your Application for Certificate of Authority. This allows you to have time to fill out your application, especially if you need to figure out things like your business name and designating a registered agent.

Note: Your Certificate of Good Standing must have been issued by your home state within 90 days prior to filing your foreign registration.

File Your South Dakota Application for Certificate of Authority

To complete the registration process, you will need to file an Application for Certificate of Authority with the South Dakota Secretary of State. Here’s everything you’ll be asked:

• South Dakota business name
• Legal business name in your home state (if you will be using a different name in South Dakota)
• Principal address (primary address of your business in your home state)
• Mailing address (if different from principal address)
• Foreign address (required only if your home stated requires an in-state principal address)
• Registered agent’s name and address (if using a commercial registered agent, you may list their CRA#)
• Name of your corporation’s home state or jurisdiction
• Date your corporation was initially formed
• Date your corporation will commence doing business in South Dakota
• Whether your corporation is manager-managed or member-managed
• Signature from party authorized to do business on behalf of your corporation

South Dakota Corporation Naming Requirements

Not every state has the same naming requirements, and the name you registered for your corporation in its home state might not be available for use in South Dakota. According to SD Codified L § 47-34A-105, your South Dakota corporation name must:

• Contain “corporation” or an acceptable variation such the “corporation” or abbreviations such as “Inc.”
• Be distinguishable from the name of other reserved or registered business entities, including approved fictitious business names

You can confirm availability using the Business Name Availability tool provided by the SD Secretary of State. You can submit an Application for Reservation of Name if you see an available name that you like but you aren’t ready to file your Articles just yet. The filing fee is $25, and you may reserve a name for a period of 120 days.

How do I file the South Dakota Application for Certificate of Authority?

You can submit your Application for Certificate of Authority online, by mail, or in person to the South Dakota Secretary of State. For online submissions, click “Start a Business” and then select “(Foreign) Business Corporation” from the drop down menu to get started. To file by mail, you can fill out the online form, print the document, sign it, and mail it to the address below (for an additional $15 paper processing fee, bringing the total state filing fee to $765). Here is a fillable PDF of the Application for Certificate of Authority for your convenience.

How much does it cost to file the Application for Certificate of Authority?

It costs $750 to file for your Certificate of Authority online or 765$ to submit by mail. The filing fee for online submissions can be paid using a Visa, MasterCard, Discover, or American Express. Mail submissions can be paid using a check or money order payable to the South Dakota Secretary of State.

Ready to expand your business to South Dakota? We take care of everything for $100 + the state filing fee.

After that? Our continued registered agent service is just $49 per year.