How to Conduct a South Dakota Business Entity Search

According to the U.S. Small Business Administration, Office of Advocacy, South Dakota has approximately 84,440 small businesses, which make up 99% of all businesses in the state. These businesses employ 207,088 employees, which is 59.5% of all South Dakota workers. 4.096 of these businesses are minority owned.

For people registering a business in South Dakota, the state offers advantages like no state income or corporate income tax, a business-friendly environment, and low compliance costs, with an annual report fee of around $55-$70. Other benefits include access to workforce training programs, local tax incentives, and a streamlined online business portal for filing.

South Dakota has a CNBC "business friendliness" rating of A-. The Governor's Office for Economic Development (GOED) offers programs to help with workforce training costs. Businesses can access various financing options through programs like the Reinvestment Payment Program and the South Dakota Jobs Program. There are also local incentives, such as a five-year tax exemption on new commercial construction valued at $30,000 or more.

The most common types of businesses in South Dakota are based in agriculture, tourism, and manufacturing. Agriculture is the largest sector, with beef, soybeans, wheat, and corn being key products. The state also has significant businesses in tourism, with attractions like Mount Rushmore, Badlands National Park, and the Black Hills, and in manufacturing, with major employers in food processing (Smithfield Foods, Tyson Fresh Meats) and other goods such as wood products, medical devices, and cabinetry.

Allowable Entity Types in South Dakota

South Dakota allows a wide variety of business entity types, including Sole Proprietorships, Partnerships (General, Limited, and Limited Liability), Corporations (C and S), and Limited Liability Companies (LLCs). The state also offers specific options, such as Limited Liability Limited Partnerships and Nonprofit entities. The state also offers a Series LLC, a particular type of LLC available in South Dakota that allows for the creation of separate "series" or sub-entities, each with its own assets and liabilities.

The most common business entities in South Dakota are sole proprietorships and limited liability companies (LLCs). Sole proprietorships are the simplest to start, while LLCs are popular for their liability protection without the heavy maintenance requirements of a corporation.

Why Search for a South Dakota Business Entity

Although many people search for a South Dakota business entity to ensure their chosen business name is available, there are also dozens of other reasons to check out a company before doing business with them. This process is essential for conducting due diligence on potential partners or competitors, as well as for registering your own business. South Dakota's business-friendly environment, which includes no corporate income tax, makes verifying these details a crucial step for anyone starting or doing business in the state.

Some of the various reasons to research a South Dakota business entity include:

• Check Name Availability: Before registering your business, you can search the Secretary of State's database to ensure your desired business name is not already in use.

• Verify Business Status and Details: You can confirm if a company is in good standing, view its legal structure, find the registered agent's information, and access its filing history.

• Gather Contact and Ownership Information: Search results can provide essential contact details and ownership information, which is crucial for professional and legal purposes.

• Meet Legal and Compliance Requirements: Registering your business and ensuring compliance requires you to interact with the Secretary of State's office, which manages the entity search and filing system.

• Conduct Due Diligence: The search tool is an indispensable resource for making informed decisions about potential partners, clients, or competitors.

• File Annual Reports: You may also use the search function on the Secretary of State's website when filing annual reports for existing businesses.

• Obtain a Certificate: To see if a business is eligible for a Certificate of Legal Existence, which verifies it is up-to-date on all filing obligations and is often required for loans.

• Prevent Legal Issues: Searching for an existing entity helps you avoid legal battles over trademark infringement and other name-related disputes.

• Ensure Tax Compliance: A unique business name is crucial for tax purposes, as it ensures your business is correctly identified and associated with its tax obligations.

• Confirm Registered Agent Information: Use the search to find the registered agent for an existing company.

• Investigate Potential Partners or Competitors: Researching a company can help you understand its history, structure, and regulatory compliance before making a business decision and jeopardizing your own company.

• Compliance: To check to see if a company is compliant with all local, state, and federal regulations.

• Name Reservations: To see if a preferred name is available to be reserved for a limited time, which can help secure a domain name and other branding elements while preparing to register the business formally.

• Before Investing: Conducting thorough due diligence when acquiring or investing in a business.

• Trademarks: Searching for registered trademarks to avoid conflicts.

How to Search for Business Entities

It is relatively easy to search for business entities in South Dakota. Visit the South Dakota Secretary of State's Website, and use the Business Information Search tool to access entity details online.

The first step is to select your search criteria from the list below:

• Business Name (Starts With): Returns businesses whose names start with the inputted letters.

• Business Name (Contains): Returns businesses whose names contain the inputted letters.

• Business ID: Enter the unique alphanumeric ID assigned by the Secretary of State.

• Active Entities Only: Optional filter to limit results to currently active entities.

Once you select your criteria and run the search tool, review the results to find what you need.

What Information Can You Find with the Secretary of State?

Once you enter the required information and click the search button, the tool typically displays a list of businesses that match your criteria. If more than 500 entities match, the displayed list may be limited to the first 500; refine your search for more specific results.

The displayed list typically includes the business ID, type, full name, name type, filing date, and status. To view more details about an entity, click on its business ID.

Some additional information you can find on the Secretary of State's website is as follows:

• Online Tools: Search business data, file documents, or request certificates.

• Business Forms and Fees: Access paper forms and full fee schedule.

• FAQs: Answers to common business entity questions.

• UCC and FinCEN Info: Resources for secured transactions and federal compliance.

How to Access Detailed Information

Clicking on a business ID generally provides more detailed information on the business, which may include:

• Its full name

• Its business type and status

• Its initial filing date, next annual report due date, and inactive date (if applicable)

• Its principal office address and mailing address

• The name and contact details of its owner or registered agent

• Its filing history and filed documents

If you need assistance utilizing the Business Information Search tool or navigating the information provided, you may contact the South Dakota Secretary of State's Business Filings Division at (605) 773-4845 or via email.

What Business Entity Information is Not Public

Information that is not public for South Dakota businesses includes proprietary data, trade secrets, vendor-specific business methods, and pricing or service rate information. While some ownership and registration details are public through the Secretary of State's office, other information is protected from public disclosure.

Some of the things that are not public in South Dakota include:

• Proprietary Information: Any data considered a trade secret or proprietary information is not public.

• Trade Secrets: This includes any secret, unique data that gives a business a competitive advantage. Formulas, processes, methods, or other proprietary information that derive economic value from not being generally known to the public and are the subject of reasonable efforts to maintain their secrecy.

• Vendor-Specific Business Methods: The unique methods a vendor uses to conduct its business are not public.

• Pricing and Rates: Information about how a business determines the prices or rates it charges for its services is not public.

• Confidential Government Communications: This includes confidential communications between government officials and their lawyers.

• Information Submitted in Confidence: Any information voluntarily submitted to the state in confidence may be exempt from public disclosure.

• Private Employee Medical Records: Medical and health insurance information.

• Customer and Employee Identifying Information: Identifying information like Social Security Numbers, driver's license numbers, and passport numbers.

• Revenue and Profit Numbers (unless a public company): Smaller companies that are not publicly traded can keep their financial data private.

• Financial Data: Bank and credit card numbers, as well as loan information.

How to Find EIN and UCC Records in South Dakota

You can find your own South Dakota business's EIN by checking past tax returns, W-2s, 1099s, or bank account documents. To find another business's EIN, you can search for publicly traded companies on the SEC website, use the IRS's Tax Exempt Organization Search for non-profits, ask the company directly, or try to obtain a credit report. Since the South Dakota Secretary of State's office does not handle federal EINs, you cannot find them through the state's business services.

You can quickly find EIN records using EntityCheck's EIN Lookup Tool.

To find UCC liens in South Dakota, you must subscribe to the Secretary of State's website. Subscribers gain unlimited access to the searchable UCC database. When signing up to be a subscriber, you will have to pay a fee.

Try using EntityCheck's UCC Filings search tool to find liens on South Dakota businesses.

How to Find DBA Records in South Dakota

To find DBA (Doing Business As) records in South Dakota, use the search tool on the South Dakota Secretary of State website. You can search by business ID or name, and you can refine the results by selecting "contains" and filtering for "active" and "good standing" businesses. For more options, including the ability to download the entire DBA database, check the database downloads page on the Secretary of State's website.

EntityCheck: Your Partner for Conducting Business Research

An even more insightful way to search for South Dakota business entities and access additional information is to utilize EntityCheck's powerful search engine. Search quickly and easily by business name, EIN, owner, phone number, or email address. Along with the information above, you can dig deeper to find incredibly illuminating details such as:

• 
  UCC Filings

  Discover Uniform Commercial Code (UCC) filings, showing creditors' attachment to business assets. These files provide insight into the organization's financial stability by examining its standing debts and the risks they entail. Also find lien details, creditor and debtor information, filing and expiration dates, and collateral and asset claims.

• 
  Court Cases

  Evaluate a company's legal record to assess potential risks associated with its operations and identify any outstanding issues. Review bankruptcy filings, liens and judgments, federal court cases, litigation, and legal history of ongoing and past court cases.

• 
  Licenses

  Verify business credentials, including licenses, permits, and government certifications, as well as the educational backgrounds of decision-makers, to assess credibility.

• 
  Filing & Compliance

  Review a company's financial performance reports, DBAs (Doing Business As), and government Tax IDs.

• 
  Trademarks & Patents

  Find out what intellectual properties a company controls and review the details of any trademarks and patents it holds.

• 
  Registered Individuals

  Identify key decision-makers, registered agents, corporate officers, and leadership, even if this information is not readily available through official records.

Alternative Resources Beyond the SOS (Secretary of State) Search

You can use the Secretary of State to find numerous data points about local businesses. However, that is not the only resource you should use. Check other government agencies within the state to find different types of information.

Some additional resources to check when evaluating a company are the following:

• South Dakota Secretary of State's Office: The South Dakota Secretary of State's Office oversees business filings, elections, and a variety of other state services. Its responsibilities include registering businesses, filing and retrieving business information, processing annual reports, and managing the Uniform Commercial Code (UCC). It also administers state elections and provides services such as notary public commissions and pistol permits.

• South Dakota Department of Revenue: The South Dakota Department of Revenue supports government services by collecting taxes, supporting motor vehicle requirements, and regulating the gaming industry and state lottery to raise revenue for critical state programs.

• South Dakota Department of Labor and Regulation: The South Dakota Department of Labor and Regulation (DLR) provides a variety of services to individuals and businesses, including workforce training, unemployment insurance, and the administration of state labor laws. For individuals, it offers job search assistance, unemployment benefits, and reemployment services. For businesses, it helps with recruiting and training a skilled workforce and provides resources to maintain a professional and productive workforce. It also oversees the licensing and regulation of industries such as banking and insurance.

• South Dakota Governor's Office of Economic Development: The South Dakota Governor's Office of Economic Development (GOED) promotes private business growth by creating jobs, attracting new companies, and assisting existing businesses with expansion. It provides financial assistance, facilitates project development, and partners with various organizations to support industries like bioscience, cybersecurity, manufacturing, and agriculture. The GOED's work includes helping businesses retain and grow their workforce, developing new enterprises, and diversifying the state's economy.

• South Dakota Unified Judicial System: The South Dakota Unified Judicial System operates a two-tiered court system that handles civil and criminal cases, with the highest court being the South Dakota Supreme Court and the trial courts being the Circuit courts. The system's functions include hearing criminal and civil lawsuits, overseeing juvenile and mental health matters, and handling probate, adoption, and divorce proceedings. The Supreme Court hears appeals from the circuit courts, while circuit courts supervise the lower-level magistrate courts that handle less serious matters.

How to Find the Owner of a Business Entity in South Dakota

South Dakota business entities typically provide information about their owners or executive officers on their official websites, and a quick online search may be all you need to access it. However, if the entity's website does not provide these details, or the available information is insufficient, you may turn to government and non-governmental public databases.

The South Dakota Secretary of State's website is often a good starting point. Using the Business Information Search tool hosted on this website may provide you with the name and contact details of the business entity in question.

If the ownership information isn't available online, you can file a public records request through the SD.gov Public Records Request Portal. You will need to specify the business and the type of information you are requesting, such as a copy of the Articles of Organization or an updated list of owners. The agency will respond to your request within ten business days.

Additional Resources for Business Ownership Info

Other valuable resources for finding business ownership information in South Dakota include:

• Chambers of Commerce: Organizations such as the South Dakota Chamber of Commerce and Industry, the South Dakota Black Chamber of Commerce, and other local and regional chambers of commerce across the state generally maintain records of their members, including information on their owners or executive officers. These chambers may provide such information upon request.

• Better Business Bureau (BBB): The BBB's South Dakota chapter sometimes publishes profiles and reports on businesses operating in the state. These reports may include details about a business's leadership structure, as well as customer reviews and ratings.

• Public Records Databases: Court documents, real estate and real property records, business licenses, and other business-related public records maintained by government agencies or professional associations may reveal ownership information.

Types of Owners and Their Roles

In South Dakota, owner/leadership roles include C-suite executives such as the Chief Executive Officer (CEO) and Chief Operating Officer (COO), as well as specific roles related to the state's economy, such as owner/operators of agricultural businesses and roles at large employers like Sanford Health and Walmart. South Dakota offers a unique, transformational leadership style that inspires teams toward a shared vision, fostering a culture of trust and creativity.

Executive and Corporate Roles

• Chief Executive Officer (CEO): The top executive responsible for major corporate decisions and the overall strategic direction of the company.

• Chief Operating Officer (COO): Oversees the daily operations of the company and works with each department to ensure financial security, approves budgets and operating plans.

• Chief Financial Officer (CFO): Manages the company's finances, including financial reporting, capital structure, and investment decisions.

• President: Another high-level executive leadership position.

Industry-Specific Roles

• Owner/Operator: This is a common leadership role in South Dakota, particularly in agriculture, where owners manage and operate their own farms and ranches.

• Leadership roles in large employers: With major employers such as Sanford Health, Monument Health, and Walmart, there are many leadership positions available.

Different entity structures have various roles and types of ownership. Some individuals who have control over a company may not hold a traditional role within it. Leadership is a crucial factor to understand before working with a company.

Some of the more conventional roles within companies include:

• Shareholders (or Stockholders): They own the corporation by purchasing stock, which grants them voting rights to elect the Board of Directors and influence major corporate decisions.

• Directors: Set the strategic course for the corporation, make significant decisions, and oversee the conduct of officers.

• Officers: Officers, such as presidents (CEO) and secretaries, manage the day-to-day operations of the business and are hired and fired by the Board of Directors.

• Members: Members are the owners of the LLC. They can also serve as managers or delegate management to others. Members are typically protected from personal liability for the company's debts.

• Managers: Managers, whether members or non-members, are responsible for managing the business and affairs of the LLC.

• General Partners: They manage the business affairs as outlined in the partnership agreement. General partners are entirely liable for all business debts and obligations.

• Limited Partners: Limited partners have limited management rights. Their liability is typically limited to their investment in the business, providing them with some protection from business debts.

Red Flags to Look for When Searching Business Entities

When researching South Dakota business entities for any reason, it's crucial to watch out for red flags that indicate a larger issue. Some examples include a company that is not registered with the state or IRS, an unverified physical address, and a lack of a privacy policy. Be wary of businesses with a complicated legal structure, complex transactions across many accounts, or back-dated adjustments to financial records.

Some general red flags to look for are as follows:

• Lack of Privacy Policy: Companies without a clear privacy policy on their websites are a concern.

• Suspicious Links and Requests: Be cautious of emails, text messages, or online ads that ask for payment for filing assistance or threaten penalties if you don't act immediately.

• Manipulated Search Results: Be wary of promoted links that mimic legitimate sites.

• Defensive or Evasive Behavior: An individual or company representative who becomes defensive when asked a simple question could be hiding something.

Some more serious red flags include:

Entity Status Problems

A severe red flag is researching a company only to find that it is not registered with the state. You can quickly and easily check on the entity's status by visiting the Secretary of State's website or using EntityCheck's handy business background report tool.

Along with companies not registered with the state, watch out for business entities without an Employer Identification Number (EIN) from the IRS.

Be wary if the business has no physical location or mailing address listed. A P.O. box is not sufficient.

If the business should have a sales tax license but doesn't, it's a red flag. A physical presence or sales tax threshold requires a license from the South Dakota Department of Revenue.

The most common South Dakota entity status issues involve failures to meet state requirements, such as failing to file annual reports, maintain a valid registered agent, or pay required fees. Other common issues include improperly completed filings, missing payments or signatures, and using a non-compliant corporate name or registered agent address.

Inconsistent or Suspicious Information

Look for inconsistent or suspicious information. Mismatched details between the Secretary of State's database and other sources, like the business's website or social media, can indicate a lack of transparency or organization.

Be cautious about frequent changes to the address or registered agent, as this may indicate instability or an attempt to evade service of process. If the company has no physical address, only a P.O. box, walk away.

South Dakota requires a DBA if you do business under a name different from your legally registered name. Check for any DBAs before doing business with a company to ensure you learn as much as you can about it.

Ownership and Management Concerns

How a South Dakota company is managed matters. For example, high employee turnover can be a sign of poor management, a toxic work environment, or other internal issues.

It may or may not be easy to find out who owns a company. If the owners are deliberately trying to conceal their identity, that could mean trouble. If the owners' information appears to be fake, you may need to skip-trace on them to find out who they really are.

The most common employment-related lawsuits in South Dakota involve wrongful termination and discrimination, which are often related. As most jobs are "at-will", employers can fire employees for many reasons, but South Dakota law protects against termination based on protected characteristics like race, sex, or religion, as well as retaliation for exercising a legal right. Other issues are retaliation and a hostile work environment. This type of lawsuit includes claims of sexual harassment and other forms of harassment that make the workplace hostile.

Financial and Legal Warning Signs

A company's financial standing can affect your business if you partner with or invest in it. Some things to watch out for include a complicated legal structure, buried under many subsidiaries or joint ventures, that may be used to hide ownership or activities.

Be wary of a company with too many bank accounts, as this can indicate irregularities. Additionally, a high volume of complex financial transactions between accounts could be an attempt to hide the source or destination of funds. Changes to past financial records indicate an attempt to manipulate the books.

The most common type of business lawsuit in South Dakota is a breach of contract dispute, which arises when a business fails to fulfill its obligations under an agreement. Other frequent lawsuits include conflicts among partners and intellectual property claims. Always read the fine print and conduct due diligence before doing business with any company to head off legal problems.

Compliance Gaps

The most common business compliance issues in South Dakota mirror nationwide trends, including employee classification, wage and hour laws, and workplace safety. Businesses must also navigate state-specific requirements, such as sales tax licensing and understanding economic rules for online sales, as well as local and professional licensing.

Carefully examine the company's documents, looking for any gaps in filing regular annual reports or other local, state, and federal requirements. Specific industries require licenses and permits. Verify that these are current and active. The South Dakota Secretary of State and local county offices can provide information about compliance issues.

Use EntityCheck to check for lawsuits, compliance issues, and other legal matters that could complicate things if you engage with a company.

Connections & Affiliations

A company's connections and affiliations can tell quite a story. Sometimes one person runs multiple dissolved/failed companies. Look for recurring patterns of dissolution followed by new formation. That is a significant indicator of potential fraud. One thing to be cautious of is a company with ties to organized crime figures and politically exposed persons (PEPs). If the company makes a concerted effort to conceal its actual owner or person in charge, that should be a clear warning to stay away.

Some red flags in broader business records include the following:

Inconsistent Public Records

• Company filings don't match what's listed in:

  • Court records

  • Tax records

  • Property ownership filings

  • An example is that the registered address differs from the address listed in lawsuits or liens.

Poor Record-Keeping

• Missing meeting minutes (for corporations).

• No updated ownership/member list for LLCs.

• Lack of transparency in accounting records.

Regulatory Issues

• Fines, sanctions, or loss of licenses with state agencies.

• Businesses flagged by the Better Business Bureau or the Attorney General's office.

Unusual Patterns

• Very recent incorporation with sudden high activity.

• Foreign entities registered but not compliant with local laws.

• Shell-company indicators (multiple entities tied to the same registered agent at the same address).

Best Practices When Reviewing Business Entity Records

Utilize the best practices outlined below to maximize the benefits of your research. A business background check can take time, but it can yield a wealth of information that could help you avoid any costly mistakes.

• Cross-reference everything.

• Compare the UCC filing data with records from litigation and bankruptcy courts. Look for discrepancies between the documents.

• Check annual reports for consistency year-over-year.

• Research the owners of a company to detect possible bankruptcies, felonies, fraud, and other legal issues that could affect your business.

• Use business verification services or business background reports from EntityCheck.

• Keep in mind the context. For example, a single lien may not be alarming, but multiple filings, lawsuits, and frequent leadership turnover together signal real risk.

How to Register an Entity in South Dakota

Setting up a business entity in South Dakota is relatively easy and generally involves only a few steps. The first step is to choose a name and run a name availability search. The South Dakota Secretary of State offers a Business Name Availability tool to check if a proposed name is available.

The steps to register an entity in South Dakota are as follows:

• Determine a business name and structure.

• Register the business with the South Dakota Secretary of State's Office.

• Obtain necessary business and regulatory permits and licenses.

• Meet federal and state tax requirements.

• Obtain any local or state licenses needed for your industry.

• Obtain an EIN from the IRS.

How Much Does It Cost to Start a Business in South Dakota?

Business registration fees in South Dakota range from $30 to $750, depending on the entity type and origin (domestic or foreign).

Other potential costs include:

• Trademark Registration Fees: Costs related to protecting your business identity.

• Regulatory Permit or License Fees: Fees for local/state compliance permits and licenses.

• Legal or Consulting Fees: Professional service fees during business setup.

When naming your new company, you must follow South Dakota's strict naming guidelines. South Dakota business naming rules require the business name to be distinguishable from other names on file with the Secretary of State and to include an appropriate legal entity designator, such as "LLC" or "Inc." For sole proprietorships and general partnerships, the name must include the owner's surname, but if they wish to use a different name, it must be registered as a fictitious name.

The South Dakota-specific naming requirements are as follows:

• Limited Liability Company (LLC): The name must contain "limited liability company", "LLC", or an acceptable abbreviation. It must be distinguishable from other business names in the state.

• Corporation: The name must include "corporation", "incorporated", "company", or "limited", or an abbreviation such as "corp.", "inc.", "co.", or "ltd." It must be distinguishable from other corporate names on record.

• Sole Proprietorship or General Partnership: The name must include the actual surname of each owner unless a fictitious name is registered with the Secretary of State or County Registrar of Deeds. These businesses do not need to append an entity type, such as "LLC" or "Inc."

• Distinguishability: The name must be unique and distinguishable from any other corporation, partnership, or limited liability company already registered in the state. Similar names may be permissible if enough words are added to make them distinct.

• Fictitious Names (DBA): If a sole proprietorship, partnership, or other entity operates under a name that is not its legal name (e.g., "John Smith" is the owner, but the business is called "Smith's Services"), that "fictitious name" or "doing business as" (DBA) name must be filed with the Secretary of State or the County Registrar of Deeds.

• Prohibited Words: Certain words, such as "bank" or "insurance", are restricted unless the business is properly authorized to use them.

A corporate name can be reserved for up to 120 days by submitting an application and fee to the Secretary of State's office.

FAQs

1. How do I look up who owns an LLC in South Dakota (members vs. managers)?

   To find the owner of an LLC in South Dakota, use the Secretary of State's online business search tool to look for the LLC's formation documents, which list the registered agent and principal office. While member and manager details are not always in the public record, you can find the registered agent and the principal office address by searching for the company name on the South Dakota Secretary of State's website.

   You can also use EntityCheck to find a company's officers, directors, and associates' information.

2. How can I find a corporation's officers and directors in the state?

   You can find a corporation's officers and directors by searching the Secretary of State's business database for the state where the company is registered, checking the company's website, and reviewing SEC filings for public companies. For publicly traded companies, the SEC's EDGAR database is a key resource, while private companies may have this information on their "About Us" or "Investor Relations" pages.

3. Are business owners' names public or private in South Dakota?

   In South Dakota, business owners' names are generally public because the state requires owner information to be filed for specific business structures like LLCs, and there is no "anonymous LLC" option available. However, for businesses using a doing business as (DBA) name, a filing is required, which makes the name public. Owners who don't want their name associated with the business must register a DBA to file the necessary paperwork.

4. Where do I search official business records in the state?

   You can search for official business records in South Dakota on the Secretary of State's website, which offers a searchable database of business entities. For Uniform Commercial Code (UCC) filings, use the UCC database search or subscription services on the Secretary of State's website.

5. How do I check if a business name is available or reserved in South Dakota?

   You can check a business name's availability in South Dakota by using the Secretary of State's business name availability search tool on the state's website. Perform an exact name search first; if the name is taken, the tool will show the registered business. For a broader search, use the Business Information Search page to look for variations of the name.

6. How can I view recent filings (Articles, amendments, mergers, annual/biennial reports) for a company in South Dakota?

   You can view company filings in South Dakota by searching the Secretary of State's online business portal for articles, amendments, annual reports, and mergers, or by subscribing to download the relevant databases.

7. How do I get a Certificate of Good Standing/Existence in South Dakota?

   To get a Certificate of Good Standing/Existence in South Dakota, you must first ensure the business entity is up to date with annual reports and franchise taxes. Then visit the South Dakota Secretary of State website and use their online system to request a certificate for an eligible business entity, such as an LLC, corporation, or nonprofit.

8. How do I obtain certified copies of formation documents and amendments in the state?

   You can obtain certified copies of formation documents and amendments in South Dakota online through the Secretary of State's website for documents filed after November 14, 2016. For older documents, or if you cannot find the business ID, you will need to find the documents and then request the certified copy electronically.

9. How do I search UCC (Uniform Commercial Code) liens against a company in South Dakota?

   To search for UCC liens against a company in South Dakota, you can use the online system provided by the South Dakota Secretary of State. You can search for liens by the company's name, and you may need to pay for a subscription to get the most comprehensive access, including certified searches and online filing.

   Alternatively, you can use a third-party service like EntityCheck to find liens against a South Dakota company.

10. What are the steps to register an LLC in South Dakota (forms, fees, timeline)?

    To register an LLC in South Dakota, you must choose a name and a registered agent, then file the "Articles of Organization" with the Secretary of State online or by mail. The filing fee is $150, with an optional $50 expedited fee, and the processing time is typically 3-5 business days. After registering, contact the IRS and apply for an EIN if you plan to have employees or open a business bank account.

11. What are the steps to incorporate (C-Corp/S-Corp) in South Dakota?

    To incorporate as a C-Corp or S-Corp in South Dakota, you must choose a name, appoint a registered agent and directors, file Articles of Incorporation with the South Dakota Secretary of State, and get an Employer Identification Number (EIN). For an S-Corp, you must also file IRS Form 2553 to elect S-Corp status after the corporation is formed. Some additional internal steps include creating corporate bylaws and a shareholder agreement, holding an organizational meeting, and issuing stock.

12. Do I need a registered agent in the state, and who can serve as one?

    Yes, you need a registered agent in South Dakota for your LLC or corporation, and it can be you, another individual, or a commercial registered agent service, as long as they have a physical South Dakota street address; a P.O. Box is not acceptable. The registered agent's role is to receive official and legal documents on behalf of the business. The agent must be available during standard business hours to accept legal and official correspondence on behalf of the business.

13. What annual reports, franchise/margin taxes, or license renewals are required in South Dakota?

    South Dakota requires businesses, including LLCs and corporations, to file annual reports to remain in good standing with the Secretary of State. These reports can be filed online or by mail through the South Dakota Secretary of State's website. Failing to file can result in a "Not Good Standing" status, which may affect a business's ability to conduct financial transactions. DBAs must be renewed every five years.

    South Dakota does not have a franchise tax. South Dakota does not have a general state business license, but a sales tax license is required for businesses selling taxable goods or services. Additionally, specific industries and professions need professional or occupational licenses, and some cities or counties may require local licenses.

14. How long does state approval take in South Dakota, and are expedited options available?

    Standard state approval in South Dakota takes 1-2 business days online and 3-5 business days by mail, with expedited options available through specific state departments and private services. For example, the South Dakota Secretary of State offers expedited LLC formation for $50.

15. Do I need to foreign-qualify to do business in South Dakota if my company is formed elsewhere?

    Yes, you do need to foreign-qualify to do business in South Dakota if your company is formed elsewhere. You must obtain a Certificate of Authority from the South Dakota Secretary of State before transacting business in the state, unless your activities fall under specific exceptions. This process involves appointing a registered agent, completing an application, and submitting it to the Secretary of State.

16. What activities count as "doing business" in the state?

    Although maintaining bank accounts, holding a board of directors'/shareholders meeting, and maintaining offices for transferring, exchanging, and registering securities do not require foreign qualification, the following items are considered "doing business" in South Dakota:

    • Hiring and maintaining W2 employees in South Dakota.

    • Holding real property or having a brick-and-mortar location in the state.

    • Shipping products from within the state.

    • Holding special licenses, such as a contractor or real estate license.

17. How do I file a DBA/fictitious business name in South Dakota, and is county/city filing required?

    To file a DBA in South Dakota, you must register with the state through the Secretary of State's website or by paper filing with any county Register of Deeds. You do not need to file with both a city and a county; you must file with the state or a county in South Dakota. You will need to provide information about the business, the DBA name, and the owners, pay a $10 fee, and renew the filing every five years.

18. How do I change my company's name, address, officers, or members with the state?

    To change your company's information, file an Articles of Amendment with your state for legal name, officer, or member changes, or file an Annual Report for address changes. For a different business name, you may need to file a "Doing Business As" (DBA) (also called a fictitious name) with your local city or county. You will also need to notify the IRS of any changes to your business's name or responsible party.

19. How do I reinstate or revive a company that's been administratively dissolved in South Dakota?

    To reinstate an administratively dissolved company in South Dakota, you must file an Application for Reinstatement with the Secretary of State, which includes addressing the issues that caused the dissolution, paying all delinquent fees, submitting any missing annual reports, and obtaining a Tax Clearance Certificate from the Department of Revenue. You can apply online or by mail, and the requirements are detailed on the South Dakota Secretary of State website.

20. Do I need to file Beneficial Ownership Information (BOI) with FinCEN, and how does that interact with South Dakota filings?

    No, a South Dakota company does not need to file a federal BOI report with FinCEN, as a March 2025 rule removed this requirement. However, a foreign company registered to do business in the U.S. must file if it meets the new definition of a "reporting company", though it is not required to report on any U.S. persons as beneficial owners. South Dakota has its own state-level BOI requirement for businesses that own agricultural land, separate from the now-removed federal reporting for most U.S. entities.