What is a South Dakota certificate of authority?
Companies are required to register with the South Dakota Secretary of State before doing business in South Dakota. Businesses that are incorporated in another state will typically apply for a South Dakota certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a South Dakota certificate of authority?
To obtain your South Dakota Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
| Agency: | South Dakota Secretary of State |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $750 online and $765 by mail. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 90 days. |
For Foreign Limited Liability Companies:
| Agency: | South Dakota Secretary of State |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $750 online and $765 by mail. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 90 days. Must submit original copy. |
For Foreign Nonprofit Corporations:
| Agency: | South Dakota Secretary of State |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $125 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 90 days. |
For Foreign Professional Corporations:
| Agency: | South Dakota Secretary of State |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $750 online and $765 by mail. |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 90 days. |
For Foreign Limited Partnerships:
For Foreign Limited Liability Limited Partnerships:
| Agency: | South Dakota Secretary of State |
| Form: | Statement of Qualification of a Foreign Limited Liability Limited Partnership |
| Agency Fee: | $125 |
| Law: | |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
What do I need from my home state?
In order to obtain a South Dakota Certificate of Authority, you must also submit:
- Limited Liability Company: Certificate of existence dated within 90 days. Must submit original copy.
- Corporation: Certificate of existence dated within 90 days.
- Nonprofit Corporation: Certificate of existence dated within 90 days.
- Professional Corporation: Certificate of existence dated within 90 days.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your South Dakota Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
South Dakota Secretary of StatePhysical Address:
500 East Capitol Avenue STE 204
Pierre , SD 57501-5070
Phone: (605) 773-4845
Fax: (605) 773-4550
Website: https://sdsos.gov/default.aspx
Name Search: https://sosenterprise.sd.gov/BusinessServices/Business/FilingSearch.aspx
Forms: https://sdsos.gov/business-services/corporations/corporate-forms/default.aspx
Online Filing: https://sosenterprise.sd.gov/BusinessServices/Default.aspx
Email: openforbiz@state.sd.us
