South Dakota Certificate of Authority: The Full Filing Process



A South Dakota certificate of authority (COA) helps companies comply with the South Dakota registration requirements. Businesses are required to register with South Dakota if they do business within the state. They must file annual reports with the Secretary of State, pay fees, and provide information about officers and directors.

The COA program provides a streamlined process for businesses to apply for a COA online. Applicants receive an email confirmation once they complete the application form. Once approved, applicants receive a digital certificate via email. The COA application fee ranges from $50 to $250 depending on the type of business entity.

Businesses that operate in South Dakota include banks, insurance agencies, real estate firms, accounting firms, investment management firms, securities brokers, stockbrokers, trust companies, registered agents, foreign corporations, foreign partnerships, limited liability companies, and individuals doing business in South Dakota.

Companies that fall into one of those categories are eligible to apply for a COAs. For example, a bank located in Sioux Falls, SD would be eligible to apply. However, a bank based out of another state would not qualify.

What is a certificate of authorization from South Dakota?

Companies must file an application with South Dakota Secretary Of State to operate in the state. This includes corporations, limited liability companies, partnerships, sole proprietorships, and individuals. If you are incorporated, you must obtain a South Dakota Certificate of Authority. You cannot do business in South Dakota without one.

A South Dakota Certificate of Authority allows businesses to accept payments, issue invoices, open bank accounts, and provide financial services in the state. Without it, you cannot legally do business here.

Businesses must apply for a South Dakota Certificate of Authorization online. They are free to request a renewal every three years.

When do I need a certificate of authority?

A certificate of authority is required to operate a branch office or hire people in another country. You’ll need one if you plan to start a contract or work in a new state. If you’re opening a new location or hiring employees, you’ll need to obtain a license from the local authorities.

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How can I obtain a South Dakota authority certificate?

To apply for a South Dakota certification of authorization, you must fill out an application form with the secretary of state. You must provide proof of your current registration in one of the following states: Alaska, Arizona, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin, Wyoming.

You must also submit a certified copy of your birth certificate, driver’s license, passport, social security card, utility bill or bank statement showing your address. If you don’t have those items, you’ll need to send us copies of your marriage license, divorce decree, death certificate, etc., along with your application.

Your application will be reviewed within 30 days. Once it is approved, we will mail you a temporary certificate of authorization. This document allows you to register a limited liability corporation in South Dakota. We will issue a permanent certificate once your LLC has been properly incorporated.


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For Foreign Corporations:

South Dakota requires foreign LLCs operating within the state to maintain an office or registered agent for service. They must file an annual report with the secretary of state and pay taxes.

An application must be filed with SD SORTA before opening an account. A certificate of good standing is required with the application.

For Foreign Limited Liability Companies:

South Dakota Secretary of State Application Online

The application process for foreign limited liability companies (LLCs) is now easier than ever. You can apply online through the South Dakota Secretary of State’s website. This streamlined process allows you to complete the entire application and pay fees online.

You must provide the following information:

– Name of LLC.

– Address of principal place of business.

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– Principal officers.

– Registered agent.

– DBA name.

For Foreign Nonprofit Corporations:

South Dakota does not require foreign nonprofit corporations to file an annual report, nor do they have to pay taxes. However, they are still subject to state law and regulations. If you want to operate in South Dakota, you must register your principal place of business in the state. This includes filing an annual report with the Secretary of State. You must also pay certain fees.

A foreign nonprofit corporation is treated like any other domestic corporation for tax purposes. They are required to file an annual return and pay taxes based on the income earned within the state.

For Foreign Professional Corporations:

South Dakota does not require an attorney or agent to file a foreign professional corporation application. If the foreign entity is doing business in South Dakota, it must register with the Secretary of State.

A certificate of authority is not required for a foreign professional corporation.

Foreign corporations are subject to federal income tax on worldwide income regardless of where the income originates.

The Secretary of State maintains a list of registered foreign professional corporations.

Foreign Limited Partnerships:

A foreign limited partnership must file an application for a certificate of authority with the Secretary of State if it does business in the state.

An LLC needs to pay $500 to apply online or $525 to apply by mail. A certified copy of the Articles of Organization is not required.

Foreign Limited Liability Limited Partnerships:

South Dakota requires foreign limited liability companies (LLCs) to register with the Secretary of State’s Office. In addition to registering, the foreign LLC needs to apply for an operating agreement and obtain an initial registered agent. If the LLC does not have a principal place of business in South Dakota, it must pay a $75 filing fee.



Frequently Asked Questions

What do I need from my home state?

In order to obtain a South Dakotan certificate of authority, you must submit:

•Limited liability company – Certificate of existence dated within ninety days;

•Corporation – Certificate of existence dated ninety days;

•Nonprofit corporation – Certificate of existence dated sixty days.

The filing fee for each type of entity is $75.00. It takes about three weeks to receive the certificate if you file online.

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What is a registered agent?

A registered agent is appointed by law to receive legal documents on your behalf. This person usually lives in the same town as your business and works out of his/her home. You may use a post office box as your registered agent address. If you don’t know where your registered agent lives, we’ll find him or her for you.

When opening a new business, it’s important to register your business name and contact information with the Secretary of State’s Office. Once you’ve done that, you’ll want to ensure your business registration information is up-to-date and correct.

South Dakota requires every corporation, limited liability company, partnership, and unincorporated association to file articles of incorporation, articles of organization, operating agreement, and annual report with the secretary of state. These filings give your business a formal identity and protect your assets from being used to satisfy debts or judgments against the business.

The filing fees range from $25 to $75, depending on the entity type. Most corporations pay $50-$60. Corporations are required to file annually, while LLCs and partnerships are required to file quarterly. Unincorporated associations like LLCs and partnerships are also required to file annually.

How do I set up an S Corp in South Dakota

1. You must file a certificate of formation with the Secretary of State’s office.

2. You need to pay a $25 filing fee.

3. You need to have at least two shareholders.

4. You must have a minimum capitalization amount ($10K).

5. You need to have 2 directors (one of whom cannot be related to the company)

6. You need to keep records of all transactions.

7. You need to file annual reports with the secretary of state.

8. You need to keep corporate minutes.

9. You need to maintain books of account.

10. You need to keep financial statements.

11. You need to keep tax returns.

12. You need to keep stockholders’ meeting minutes.

13. You need to keep articles of incorporation.

14. You need to keep board resolutions.

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