South Dakota Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in South Dakota is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, shares, par value, principal office address, incorporators name, address and signature, and registered agent name and address.

South Dakota law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in South Dakota is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All South Dakota corporations will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually on the anniversary of formation and the State will send notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register a Fictitious Name (DBA) online with the Office of the Secretary of State. To file via paper format one must contact the county where the business is located. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate ending "corporation", "incorporated" or "limited" or an abbreviation of one of such words. A registration is effective for five years and the corporation’s registration must be renewed before it expires.

South Dakota provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution with the Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In South Dakota an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the South Dakota Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the South Dakota Department of Revenue at http://www.state.sd.us/drr.

The formation document required to file an LLC in South Dakota is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, duration, designated office address, organizers name, address and signature, managed by: manager/ member and manager/ member name and address, whether the member(s) are liable for any debts of the company, and registered agent name and address.

South Dakota law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in South Dakota is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All South Dakota LLC's will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the address for service of process. The report is due annually on the anniversary of formation and the State will send notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register a Fictitious Name (DBA) online with the Office of the Secretary of State. To file via paper format one must contact the county where the business is located. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC". A registration is effective for five years and the corporation’s registration must be renewed before it expires.

South Dakota provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Termination pursuant to Section 47-34A-805 of the South Dakota Code of Laws with the Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the South Dakota Department of Revenue at http://www.state.sd.us/drr.

The formation document required to file a Not-For-Profit corporation in South Dakota is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, duration, specific purpose, if the NFP will have Members their classes and qualifications, names and addresses of the initial directors, how they will be elected, how the assets will be distributed upon dissolution, incorporators names, addresses and signatures, registered agent name and address and CRA#.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in South Dakota is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

South Dakota Not-for-profit corporations will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the name and address of the chief executive officer, the directors, the principal executive office, and the address for service of process. The report is due annually on the anniversary of formation and the State will send notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register a Fictitious Name (DBA) online with the Office of the Secretary of State. To file via paper format one must contact the county where the business is located. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words. A registration is effective for five years and the corporation’s registration must be renewed before it expires.

South Dakota provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Section 47-26-9 of the South Dakota Code of Laws with the Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the South Dakota Department of Revenue at http://www.state.sd.us/drr.