Do I need a lawyer to Incorporate in South Dakota? |
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The short answer is no.
The state of South Dakota does not legally require a lawyer to form a
South Dakota Corporation.
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The short answer is no.
The state of South Dakota does not legally require a lawyer to form a
South Dakota Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a South Dakota Corporation.
However, if there is anything about Incorporating in South Dakota
that you're not sure about you should seek the advice of a competent South Dakota lawyer, a South Dakota accountant,
or both before you Incorporate in South Dakota.
Once you have made the decision to Incorporate in South Dakota, a South Dakota lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new South Dakota Corporation.
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Do I have to Reserve a Company Name before I Incorporate in South Dakota?
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You are not legally required to reserve a Company Name for a new South Dakota Corporation before you submit your application to Incorporate in
South Dakota.
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You are not legally required to reserve a Company Name for a new South Dakota Corporation before you submit your application to Incorporate in
South Dakota.
Whether or not you need to reserve a company name for your new South Dakota Corporation depends entirely on your business situation.
The South Dakota Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that South Dakota Company Name.
Click here for more information on
South Dakota Company Name Reservation
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What if the South Dakota Corporation Name I want is already taken?
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If the Name you have chosen for your new South Dakota Corporation is already in use by a currently active
South Dakota Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the South Dakota Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new South Dakota Corporation is available before we submit
your Incorporation filing to the South Dakota Secretary of State.
If necessary we can register a DBA Name in South Dakota for you so that you can open your new South Dakota business as quickly as possible.
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What do I have to do to Incorporate in South Dakota?
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8 things you have to do in order to Incorporate in South Dakota.
1. Choose a name for your South Dakota Corporation
2. Select an official address and a Registered Agent for your South Dakota Corporation
3. Choose a Board of Directors for your South Dakota Corporation
4. Decide who will be Officers for your South Dakota Corporation
5. Determine how you want your South Dakota Corporation to be taxed
6. File Articles of Incorporation with the South Dakota Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your South Dakota Corporation
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Your South Dakota Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the South Dakota Corporation name that you choose must be distinguishable from the name of any other registered South Dakota Corporation or other
business entity and the name must also be different from any reserved names on record with the state of South Dakota.
Your South Dakota Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your South Dakota Corporation name must not be a name that is likely to mislead the public.
The name of a South Dakota Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your South Dakota Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the South Dakota Secretary of State (and pay a fee).
We will:
- Check to make sure that your South Dakota Corporation name is available
- Make sure your South Dakota Corporation name conforms to state of South Dakota regulations
- Reserve your South Dakota Corporation name with the South Dakota Secretary of State
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2. Select an official address and a Registered Agent for your South Dakota Corporation
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Every South Dakota Corporation must have an address that is physically located in the state of South Dakota.
This address is "registered" with the South Dakota Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of South Dakota to receive all correspondence on behalf of the South Dakota
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many South Dakota Corporations hire a Registered Agent because they don't have a physical
address within the state of South Dakota or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your South Dakota Corporation.
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3. Choose a Board of Directors for your South Dakota Corporation
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All South Dakota Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your South Dakota Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your South Dakota Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of South Dakota or shareholders of the South Dakota Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your South Dakota Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your South Dakota Corporation
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The Board of Directors elects Officers for your South Dakota Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the South Dakota Corporation.
Officers handle the day to day operation of the South Dakota Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a South Dakota Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the South Dakota Corporation.
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5. Determine how you want your South Dakota Corporation to be taxed
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There is no Corporate Income Tax in the state of South Dakota.
You may form an S Corporation in South Dakota.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any South Dakota Corporate Income Tax.
Click here for more South Dakota Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your South Dakota Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the South Dakota Secretary of State
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In order to form a Corporation in South Dakota you must file Articles of Incorporation with the South Dakota Secretary of State.
The Articles of Incorporation must include certain specific information about your South Dakota business. If the Articles do not conform exactly to state of South Dakota requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your South Dakota Corporation but you will have to pay a fee to the state of
South Dakota in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your South Dakota Corporation.
All South Dakota Corporations are required to have an FEIN.
- We can obtain an FEIN for your South Dakota Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a South Dakota Corporation.
When you form your South Dakota Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small South Dakota Corporations hold 100% of the shares.
Stockholders in a South Dakota Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the South Dakota Corporation is able to make all Corporate business decisions.
South Dakota Corporations usually hold at least 51% of the corporate stock in order to retain control of the South Dakota Corporation.
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What do I have to do after I form my South Dakota Corporation? |
6 things you have to do after you Incorporate in South Dakota.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in South Dakota for your SD Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required South Dakota Corporation reports
6. Keep proper records of your South Dakota Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your South Dakota Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the South Dakota Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the South Dakota Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or South Dakota law or
the South Dakota Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal South Dakota office.
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2. Open a Business Bank Account in South Dakota
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It's very important that you have a separate business bank account for your South Dakota Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your South Dakota Incorporation package.
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Note that forming a South Dakota Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A South Dakota Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your South Dakota Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your South Dakota Corporation vary depending on your business activities
and the specific locations within the state of South Dakota in which you want to conduct business.
If your South Dakota Corporation will be selling products in South Dakota you may be required to obtain a Reseller's Permit from the appropriate
South Dakota state agency.
If your South Dakota Corporation will be selling products in South Dakota you will also be responsible for all applicable local and state of South Dakota
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every South Dakota Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the South Dakota Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
South Dakota Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your South Dakota Corporation into a form that complies with all
state of South Dakota requirements.
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5. File the required South Dakota Corporation reports
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| The South Dakota Secretary of State has no Initial Corporation Annual Report requirements for new South Dakota Corporations. | Every South Dakota Corporation is required to file an Annual Report with the SD Secretary of State EACH year.
The South Dakota Corporation Annual Report is due at the South Dakota Secretary of State EACH year by the end of the anniversary month in which the SD Corporation was first approved by the South Dakota Secretary of State.
For example, if the South Dakota Corporation was initially approved by the South Dakota Secretary of State on April 15 then the SD Corporation Annual Report is due at the South Dakota Secretary of State by April 30 EACH year. | | If a South Dakota Corporation does not file its Corporation Annual Report with the South Dakota Secretary of State by the due date then that SD Corporation may be administratively dissolved by the South Dakota Secretary of State. |
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We can fill out and file any Annual Report with the South Dakota Secretary of State after your South Dakota Business gets going.
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6. Keep proper records of your South Dakota Corporation on file
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Keep the following records on file and available at the principal business office of your South Dakota Corporation:
- Names and addresses of all Directors and Officers of the South Dakota Corporation
- Articles of Incorporation for the South Dakota Corporation and any Amendments to them
- Corporate Bylaws for the South Dakota Corporation and any Amendments to them
- List of current shareholders of the South Dakota Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the South Dakota Corporation
- Copies of all tax returns and Annual Reports for the South Dakota Corporation for the last 3 years
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What information do I need in order to Incorporate in South Dakota? |
In order to Incorporate in South Dakota you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in South Dakota you'll need the following information about your new Company:
- The name of your new South Dakota Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in South Dakota (not a PO Box)
- Name and address of your South Dakota Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the South Dakota Corporation
- Names and addresses of the initial Directors of the South Dakota Corporation
- The number of shares of stock that the South Dakota Corporation will be authorized to issue
- The par value of the shares which the South Dakota Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in South Dakota becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in South Dakota.
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How long does it take to Incorporate in South Dakota? |
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Processing times for new South Dakota Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new South Dakota Articles of Incorporation takes the state around 2-3 weeks.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your South Dakota LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE SOUTH DAKOTA SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the South Dakota Secretary of State.
In our experience 2-3 weeks is the time it usually takes the South Dakota Secretary of State to process
a new South Dakota Corporation application.
We get your South Dakota Corporation application to the SD Secretary of State ASAP.
Once it is at the state we have no control over the new South Dakota Corporation application process.
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Are there any Expedited Processing Options for new SD Corporation Filings?
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| The South Dakota Secretary of State offers expedited service for new SD Corporation filings for an additional $50. The South Dakota Secretary of state defines expedited service as "completion sooner than the normal course of business upon request". |
How much does it cost to Incorporate in South Dakota? |
The state of South Dakota charges $167.00 to Incorporate in SD.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the SD Secretary of State.
If you choose All Business Documemnts to help you Incorporate in South Dakota our processing fees are $125.00.
We start processing your new South Dakota Corporation order as soon as we get it.
Total cost includes:
- SD Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the South Dakota Secretary of State
- Certified Copies of Articles
- South Dakota Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a South Dakota Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of South Dakota then you will
most likely need to form a South Dakota Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of South Dakota then you will
most likely need to form a South Dakota Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the South Dakota Secretary of State.
Depending on exactly what it is that you want to do in South Dakota, approval from a specific South Dakota state agency or board may be required before the SD Secretary of State will approve a new
South Dakota Professional Corporation filing.
This could add to the total processing time for a new South Dakota Corporation.
Click here for more information on a
South Dakota Professional Corporation.
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South Dakota Foreign Corporation Qualification |
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You want to do business in the state of South Dakota but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of South Dakota you must register with the South Dakota Secretary of State as
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You want to do business in the state of South Dakota but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of South Dakota you must register with the South Dakota Secretary of State as
a South Dakota Foreign Corporation.
The process of registering as a Foreign Corporation in the state of South Dakota is called South Dakota Corporation Foreign Qualification.
The process of South Dakota Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of South Dakota.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your South Dakota Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the South Dakota Foreign Corporation.
Click here for specific requirements for
South Dakota Corporation Foreign Qualification.
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