How to Dissolve a Corporation in South Dakota (How to legally Close a South Dakota Business)
SOUTH DAKOTA BUSINESS SERVICES CORPORATION Incorporate in South Dakota South Dakota Professional Corporation South Dakota Nonprofit Corporation SD Corporation Foreign Qualification South Dakota Corporation Annual Report South Dakota Corporation Dissolution LLC Form a LLC in South Dakota SD LLC Foreign Qualification South Dakota LLC Annual Report South Dakota LLC Dissolution OTHER SOUTH DAKOTA BUSINESS SERVICES South Dakota Good Standing Certificate South Dakota Apostille South Dakota DBA Name South Dakota Registered Agent SD Corporation Kit and Seal South Dakota Certified Copies SD Business Reinstatement SD Company Name Reservation SD Tax Status Compliance Certificate SD Attorney Good Standing Certificate South Dakota Property Deed SD Employer Requirements QUICK ENTRY FORMS South Dakota Incorporation South Dakota LLC SD Professional Corporation SD Nonprofit Corporation SD Foreign Corporation SD Foreign LLC SD LLC Dissolution SD Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is South Dakota Corporation Dissolution? A South Dakota Corporation is created when the SD Secretary of State approves the Articles of Incorporation. A record of the South Dakota Corporation is added to the list of Corporations which have officially registered with the South Dakota Secretary of State.  Once a Corporation is registered with the South Dakota Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A South Dakota Corporation is created when the SD Secretary of State approves the Articles of Incorporation. A record of the South Dakota Corporation is added to the list of Corporations which have officially registered with the South Dakota Secretary of State.  Once a Corporation is registered with the South Dakota Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   If you've registered a South Dakota Corporation with the South Dakota Secretary of State and want to cease business activities you have to let the SD Secretary of State know that you intend to close your company.  Only after the SD Secretary of State has made sure that all of the obligations of the South Dakota Corporation have been fulfilled will the Secretary of State approve of the closure of the company. When the South Dakota Secretary of State approves the closing of a SD Corporation, that South Dakota Corporation is said to be Dissolved.   The process of Dissolving a South Dakota Corporation is called South Dakota Corporation Dissolution. Why do I need to Dissolve a South Dakota Corporation? As soon as a South Dakota Corporation is registered with the SD Secretary of State, that Corporation is responsible for recurring obligations of the South Dakota Secretary of State and the South Dakota Department of Revenue.  If the South Dakota Corporation does not file reports or pay taxes then that SD Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your South Dakota Corporation with the South Dakota Secretary of State that SD Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a South Dakota Corporation? South Dakota Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... South Dakota Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process. There are things you need to do before you can request approval of Corporation Dissolution from the South Dakota Secretary of State; and things that you have to do after the SD Secretary of State has approved Dissolution of the South Dakota Corporation.  What you have to do both before and after the South Dakota Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the South Dakota Corporation has.  If the South Dakota Corporation has not commenced business then the SD Corporation Dissolution process is easier. What do I have to do before I Dissolve a South Dakota Corporation? Things you need to do before you Dissolve a South Dakota Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the South Dakota Corporation   2. Hold a Shareholder meeting to approve Dissolution of the South Dakota Corporation   3. File all required Annual Reports with the South Dakota Secretary of State   4. Clear up any business debt   5. Pay all taxes and administrative fees owed by the South Dakota Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the South Dakota Corporation If a Board of Directors has been appointed for the South Dakota Corporation then the Board is required to adopt a resolution to Dissolve the SD Corporation. Minutes of the meeting must be recorded and retained in the business records. If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the South Dakota Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the South Dakota Secretary of State. 2. Hold a Shareholder meeting to approve Dissolution of the South Dakota Corporation If a South Dakota Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. If no shares have been issued then the South Dakota Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the South Dakota Secretary of State. 3. File all required Annual Reports with the South Dakota Secretary of State The South Dakota Secretary of State will not approve the Dissolution of a SD Corporation until all required reports have been filed. We can file any required Annual Report with the SD Secretary of State. 4. Clear up any business debts All creditors of a South Dakota Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted. While the South Dakota Secretary of State does not legally require the publication of a Notice of Dissolution of a South Dakota Corporation, publication is a good way to notify anyone who might have a claim against the South Dakota Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the SD Corporation after the South Dakota Corporation has been dissolved. 5. Pay all taxes and administrative fees owed by the South Dakota Corporation The South Dakota Secretary of State will definitely not approve the Dissolution of a South Dakota Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a South Dakota Corporation? Things you have to do after you Incorporate in South Dakota.   1. Distribute all remaining assets of the South Dakota Corporation   2. Close all business bank accounts of the South Dakota Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the SD Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the South Dakota Corporation If the South Dakota Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the SD Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the South Dakota Corporation If there are any business accounts that have been opened for the South Dakota Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved South Dakota Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the SD Corporation If the South Dakota Corporation has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the South Dakota Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved South Dakota Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the South Dakota Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the SD Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the South Dakota Corporation.  Once the IRS links an EIN to a South Dakota Corporation, that EIN stays with the South Dakota Corporation even after the Company has been Dissolved by the South Dakota Secretary of State. When the IRS processes the final tax return for the South Dakota Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future. If you should decide to revivie the South Dakota Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a South Dakota Corporation can close an EIN account, it must be in Good Standing with the IRS.  The South Dakota Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The South Dakota Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe. We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN. How long does it take to Dissolve a South Dakota Corporation? The time it takes to Dissolve a South Dakota Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the South Dakota Secretary of State usually takes around 3-5 business days to process the Articles of Dissolution.    more... less... The time it takes to Dissolve a South Dakota Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the South Dakota Secretary of State usually takes around 3-5 business days to process the Articles of Dissolution. Processing times for South Dakota Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of South Dakota Dissolution filings takes the state around 3-5 business days. PLEASE NOTE: WE CANNOT GUARANTEE SOUTH DAKOTA SECRETARY OF STATE PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the South Dakota Secretary of State . In our experience 3-5 business days is the time it usually takes the South Dakota Secretary of State to process a South Dakota Dissolution filing. We get your South Dakota Corporation Dissolution filing to the SD Secretary of State ASAP. Once it is at the state we have no control over the South Dakota Dissolution approval process. How much does it cost to Dissolve a Corporation in South Dakota? The total cost to Dissolve a South Dakota Corporation varies depending on exactly what is required for each specific SD Dissolution. We charge $249.00 plus any state fees for our South Dakota Corporation Dissolution services. This includes: Same day processing Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Dissolution with the South Dakota Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel Federal EIN account Certified copy of Dissolution filing from SD Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these South Dakota Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a SD Domestic Corporation? If there are Foreign Corporations in states other than South Dakota that are tied to the Domestic South Dakota Corporation then each of those Foreign Corporations must be Dissolved before the South Dakota Corporation is legally Dissolved. How long before someone can use my Corporation name in South Dakota after I Dissolve? A South Dakota Corporation company name becomes available for anyone to use when the SD Corporation is Dissolved by the South Dakota Secretary of State. There are no Corporation company name protections in South Dakota once a South Dakota Corporation has been Dissolved by the South Dakota Secretary of State. Do I have to publish a Notice of Dissolution of the South Dakota Corporation? There are no state of South Dakota requirements for the publication of a Notice of Dissolution of a South Dakota Corporation. While the South Dakota Secretary of State does not legally require the publication of a Notice of Dissolution of a South Dakota Corporation, publication is a good way to notify anyone who might have a claim against the South Dakota Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the SD Corporation after the South Dakota Corporation has been dissolved.	SOUTH DAKOTA CORPORATION DISSOLUTION SERVICES For $249.00 our South Dakota Corporation Dissolution Services include: Same day processing explain We will start processing your application for a South Dakota Corporation Dissolution on the same day that you submit your order.  We get your SD Corporation Dissolution filing to the South Dakota Secretary of State as fast as possible.  Once they get the application, the SD Secretary of State usually takes 3-5 business days to process a South Dakota Corporation Dissolution filing. Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Dissolution with the South Dakota Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the South Dakota Corporation Certified copy of Dissolution filing from SD Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE SOUTH DAKOTA DISSOLUTION SERVICES If you don't need our complete South Dakota Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the South Dakota Corporation then the Board is required to adopt a resolution to Dissolve the SD Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of South Dakota. We will also compile a formal resolution to Dissolve the South Dakota Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a South Dakota Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of South Dakota. Prepare and file Articles of Dissolution - $75.00   explain As soon as the preliminary South Dakota Corporation Dissolution actions are completed we will prepare and file the Articles of Dissolution with the South Dakota Secretary of State in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved South Dakota Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the South Dakota Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the South Dakota Corporation.  Once the IRS links an EIN to a South Dakota Corporation, that EIN stays with the South Dakota Corporation even after the Company has been Dissolved by the South Dakota Secretary of State. When the IRS processes the final tax return for the South Dakota Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your South Dakota Corporation's EIN account closed as quickly as possible. Processing fees $249.00 South Dakota Dissolution fees $27.00 Optional services $0.00 Total cost $276.00 OUR ADVANTAGE We start processing your South Dakota Corporation Dissolution order as soon as it arrives. We get your documents to the South Dakota Secretary of State in the quickest possible way.  We guarantee our work.  If you're not satisfied with our South Dakota Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in South Dakota for over ten years.  Our A+ BBB rating speaks for itself! 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