How to Start a Corporation in South Dakota

Starting a South Dakota corporation can be a great idea if you are looking to attract investors.

You can do this by appointing a registered agent, filing the Articles of Incorporation with the South Dakota Secretary of State, and holding an organization meeting in order to draft your corporate bylaws and appoint the corporation’s initial directors.  

We’ll show you how to start a corporation in South Dakota yourself.

Or, simply use a professional service:

Northwest ($29 + state fee)

It's Easy to Incorporate in South Dakota

Step 1: Name Your Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN

For a look at corporation formation in every state, check out our other How to Start a Corporation guides.

Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.

Step 1: Name Your South Dakota Corporation

Choosing a business name is the first step in starting a corporation. 

1. South Dakota naming guidelines:

A corporate name in South Dakota: 

• Must contain the word “Corporation,” “Incorporated,” “Company,” or an acceptable abbreviation (e.g., Corp, Inc, Co, etc.). 
• Cannot contain a word or phrase that implies that it was organized for a purpose that is not permitted by § 47-1A-301, as well as a purpose that is contrary to its Articles of Incorporation. 
• Must be different from the names of other domestic corporations, as well as from fictitious names adapted by foreign corporations authorized to transact business within South Dakota. 
• Cannot contain words that are obscene, offensive, or incriminatory, as well as words that suggest or state that the corporation is affiliated with state or government agencies.
• Cannot contain certain words or phrases without receiving prior approval from the relative state agency (e.g., Bank, Asset Management, etc.).

Read the South Dakota state statute regarding corporation naming guidelines for more information.

2. Is my corporation name available in South Dakota?

Your South Dakota corporation name must be unique and distinguishable from other business names in South Dakota. Use the South Dakota Secretary of State’s Business Search Portal to determine if your desired business name is available.

3. Is the URL available?

Before registering your South Dakota corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a South Dakota Registered Agent

You must appoint a South Dakota registered agent when registering your corporation with the Domestic Business Corporation. 

A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your South Dakota registered agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).

Step 3: Hold an Organizational Meeting

Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute the Articles of Incorporation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.

Appoint Initial Directors

You must appoint at least one director who will oversee your South Dakota corporation until the first shareholder meeting.

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.

After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers. 

Choose a Share Structure and Strategy

A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation. 

Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.

Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.

The Articles of Incorporation form issued by the South Dakota Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must attach an additional provision to your Articles of Incorporation.

Create and Execute an Incorporator’s Statement

The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book. 

This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.

Step 4: File the South Dakota Articles of Incorporation

You will need to file the South Dakota Articles of Incorporation to set up a corporation in South Dakota. You may file it by mail or online with the South Dakota Secretary of State. The filing cost is $150 for online filings and $165 for mailed filings. 

This document will cover the basics of your corporation, including:

• Corporate name, street address, and statement of purpose
• Corporate registered agent name and street address
• The number of authorized shares the corporation is allowed to issue
• Incorporator(s) name(s) and address(es)

The Articles of Incorporation form issued by the South Dakota Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must attach an additional provision to your Articles of Incorporation.

File the South Dakota Articles of Incorporation

Option 1: File Online With South Dakota’s Online Business Services Portal

- OR -

Option 2: File the Articles of Incorporation by Mail

Filing Cost: $150 online or $165 by mail

Mailing Address:
Secretary of State Office
500 E. Capitol Ave.
Pierre, SD 57501

Step 5: Get an EIN for Your South Dakota Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:

• To open a bank account for the company
• For federal and state tax purposes
• To hire employees

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Running Your Corporation

It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.

Taxes, Annual Reports, & Licensing

South Dakota State Corporation Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax:

South Dakota Sales Tax

If you’re selling a product, you’ll typically need to register for a seller's permit through the South Dakota Department of Revenue’s website. This allows a business to collect sales tax.

South Dakota Employer Taxes

If you hire employees, you will need to register for South Dakota employer taxes through the South Dakota Department of Labor & Regulation's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

South Dakota Corporation Licenses and Permits

To operate your corporation in South Dakota, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in our South Dakota Business License guide.

File the South Dakota Annual Report

You must file the South Dakota Corporate Annual Report each year by the end of your corporation’s anniversary month. You can file the report online or mail in a printable copy. The filing fee is $50 for online filings and $65 for mail filings.

Corporate Dissolution & South Dakota Good Standing

How to Get a South Dakota Certificate of Good Standing

A Certificate of Good Standing verifies that your South Dakota corporation was legally formed and has been properly maintained.

You may request a Certificate of Good Standing in South Dakota online with the Secretary of State. Search the business database for your corporation and then follow the prompts to order the certificate. The fee is $20.

Order a Certificate of Good Standing

Request a Certificate With South Dakota’s Online Business Services Portal

Fee: $20

How to Dissolve a Corporation in South Dakota

If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are five main steps to close your South Dakota corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File the Articles of Dissolution with the South Dakota Secretary of State
• Close your federal and state business tax accounts with the IRS and South Dakota Department of Revenue
• Close your business bank accounts

File Dissolution Documents

To dissolve your South Dakota corporation, you must file the Articles of Dissolution with the South Dakota Secretary of State. The filing fee is $10.

Is a Corporation Right For You?

An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.

LLC vs. Corporation | Form an LLC

Steps After Forming a Corporation

After forming a corporation, you’ll want to protect your personal and business assets and build credit.

Taking these steps will set your business up for success:

• Open a Business Bank Account
• Open a Business Credit Card
• Establish and Build Business Credit
• Get Insurance
• Protect Your Corporate Veil

South Dakota Corporation FAQ

South Dakota Corporation Quick Links

• South Dakota SOS Corporation Forms
• South Dakota SOS Online Business Registration
• South Dakota SOS Business FAQ
• South Dakota Corporation Statutes