How to File South Dakota Articles of Incorporation


Steve Goldstein
Steve Goldstein
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File South Dakota Articles of Incorporation

Incorporating a business is essential for entrepreneurs looking to establish their venture as a separate legal entity. By filing Articles of Incorporation, business owners in South Dakota can enjoy myriad benefits, such as limited liability, tax advantages, and increased credibility. However, the incorporation process may seem daunting for many, especially those not well-versed in the legal intricacies of their state. This article is a comprehensive guide on how to file South Dakota Articles of Incorporation, taking you through the necessary steps and requirements to establish your corporation successfully.

Whether you are a startup founder or a seasoned business owner, understanding the process of filing Articles of Incorporation in South Dakota, popularly known as The Mount Rushmore State, is crucial for the seamless formation of your corporation. The following sections will outline the paperwork, fees, and registration procedures specific to South Dakota, along with tips on navigating potential roadblocks and ensuring your application is approved. Let’s dive in and explore the ins and outs of incorporating your business in South Dakota.

What is Articles of Incorporation in South Dakota?

The Articles of Incorporation is a legal document required to file with the state government to legalize the creation of your corporation. In other words, filing these documents with the South Dakota Secretary of State ensures the formation of the corporation in South Dakota officially. The Articles of Incorporation is similar to filing the South Dakota LLC Articles of Organization while filing an LLC in South Dakota.

South Dakota, also known as The Mount Rushmore State, has some rules when it comes to file the Articles of Incorporation. We shared the step-by-step process here to file the incorporation document with the South Dakota SOS. Checking with the SOS is recommended for more information.

It is always wise to consult a legal professional before you file your company under the South Dakota SOS. FIling process can be easy, but it is sensitive. If you miss anything, it can totally stope the filing process.

LLCBuddy Editorial Team

How to File South Dakota Articles of Incorporation

You can file the Articles of Incorporation in several ways based on the state you are willing to start your corporation. In South Dakota, you can file it in two methods, online and by mail. The details are similar to the details you need when forming an LLC. Here are the details you must submit while filing the documents-

Step 1: Get the Form and Enter the Details

The first step is to get the Articles of Incorporation form from the South Dakota Secretary of State. You will get both offline and online forms on the site, as available. You must pay the $150 for online filing, and $165 for filing by mail. when submitting the form. Following are the details you must add to your incorporation form-

Name of the Entity

The first thing you need to do is submit your company’s name. Make sure to mention the exact name of the company that you decided on. Like the LLC naming guidelines, you must also follow the South Dakota corporation naming requirements too. There are a few points to note when you name your company. They are,

  • You cannot have a name used by other companies or businesses.
  • You cannot have any name that is misleading or the same as government organizations.
  • Banks, Insurance, Insurer, or any such names cannot be used as they reflect the financial organization.
  • You must add terms like corporation, limited, company, incorporated, or incorporation. You can also add abbreviations like co., ltd., inc., and corp instead of the above terms.

Address of the Corporation

The next section of the form is to provide your main address. It is necessary to have a physical street address in South Dakota. For those running an online business, you must provide any address in the state (including your home address) where you will receive all the business and legal documents and mail. While sharing your address, make sure not to use abbreviations, such as N.Y. for New York or L.A. for Los Angeles.

South Dakota Registered Agent

The next point is to provide information about the Registered Agent. The South Dakota Registered Agent is an individual or business entity that is responsible for receiving all the legal and official documents on behalf of the company. They must be aged above 18 years and have eligibility to conduct business in the state. The Registered Agent should be legit and experienced because, in case of any lawsuit, you need an expert to handle your issues. In most cases, the Registered Agent’s official address is the company’s official mailing address. If you form an LLC, hiring a registered agent is the most crucial step in the process.

Shares and Stocks

The next important information you must provide is about the stocks and shares. While filing the Articles of Incorporation, you must mention a minimum of one share. In South Dakota, to start a corporation, you need at least Three director(s) initially. When filing the incorporation documents, you must provide the share of directors in the corporation. It decides the ownership of the company.

If you amend South Dakota Articles of Incorporation in the future, you will not be able to change the initial directors. You might need an additional form to change the initial directors’ details. You must check with the South Dakota SOS while filing the Articles of Incorporation amendment.

Additional Documents

You might need additional documents to submit along with the incorporation documents. In South Dakota, you can attach a cover letter with the documents as an additional document. if you are willing to start a foreign corporation in South Dakota, then you must add one document along with the Articles of Incorporation. Foreign corporations in South Dakota must submit the South Dakota Certificate of Good Standing along with the incorporation documents.

Signature

Finally, the signature of the directors and shareholders are required on the form. You can have more than one share and director. All your initial directors must submit their official signature while filing the corporation in South Dakota. Get their signatures to file the Articles of Incorporation.

Step 2: Submit the Articles of Incorporation in South Dakota

Once you are done filling up the form, now it is time for you to submit it. The form can be submitted in two methods, online and by mail. Checking with a legal professional or a formation service while filing your corporation is recommended. It is sensitive, and one mistake can stop the entire filing process immediately.

  • Online filing: Create an account/Log in to the SOS site, get the online form, fill it, and submit online
  • Offline filing: Send the form by mail to Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501

Cost of Filing the Articles of Incorporation in South Dakota

The cost of filing the Articles of Incorporation in South Dakota is an important aspect to consider when starting a new business. This one-time fee is necessary for officially registering your corporation with the Secretary of State and can vary depending on the specific requirements and regulations of South Dakota. In some cases, additional fees may be required for expedited processing or other optional services. It is crucial for entrepreneurs to budget for this expense and research the specific costs associated with their South Dakota in order to ensure a smooth and successful incorporation process. To file the Articles of Incorporation in South Dakota, you must pay a filing fee. The filing fee is $150 for online filing, and $165 for filing by mail..

FAQs

How do I file South Dakota Articles of Incorporation?
You can file Articles of Incorporation with the South Dakota Secretary of State online or by mail.
What information do I need to include in the Articles of Incorporation?
Your Articles of Incorporation must include the name of your corporation, the duration of your corporation, the purpose of your corporation, the number of shares authorized to issue, the name and address of the registered agent, and the name of the incorporator.
What is the filing fee for South Dakota Articles of Incorporation?
The filing fee for Articles of Incorporation is $150.
What is the processing time for filing South Dakota Articles of Incorporation?
The processing time for filing South Dakota Articles of Incorporation is typically within two to three business days.
Do I need to include a statement of purpose in the Articles of Incorporation?
Yes, you must include a statement of purpose in the Articles of Incorporation that outlines the purpose of the corporation.
What is a registered agent?
A registered agent is a person or business located in South Dakota that has agreed to accept legal documents on behalf of your corporation.
Does South Dakota require an annual report?
Yes, South Dakota requires an annual report to be filed each year.
Are there any annual fees associated with South Dakota Articles of Incorporation?
Yes, there is an annual franchise tax fee of $50 due each year.
What is the penalty for failing to file an annual report?
If an annual report is not filed on time, a penalty of $25 per month will be assessed.
Can I file South Dakota Articles of Incorporation online?
Yes, you can file your Articles of Incorporation online with the South Dakota Secretary of State.
What is the mailing address for filing South Dakota Articles of Incorporation?
The mailing address for filing South Dakota Articles of Incorporation is Secretary of State, 500 East Capitol, Pierre, SD 57501.
Do I need to publish my Articles of Incorporation in a newspaper?
Yes, the South Dakota Secretary of State requires that you publish a notice of the formation of your corporation in a newspaper within 60 days of filing your Articles of Incorporation.
Is there a minimum number of directors for a South Dakota corporation?
Yes, South Dakota requires a minimum of three directors for a corporation.
Do I need to create bylaws for my South Dakota corporation?
Yes, you must create and adopt bylaws for your corporation.
Do I need to hold an initial meeting of the board of directors?
Yes, you must hold an initial meeting of the board of directors within 60 days of filing your Articles of Incorporation.
What is an EIN?
An EIN is an Employer Identification Number, which is a nine-digit number issued by the IRS to businesses for tax reporting purposes.
Do I need an EIN to operate my South Dakota corporation?
Yes, you will need an EIN to operate your South Dakota corporation.
Do I need to register my corporation with the South Dakota Department of Revenue?
Yes, you must register your corporation with the South Dakota Department of Revenue before you can begin doing business in the state.
Is there a minimum capital requirement for a South Dakota corporation?
No, there is no minimum capital requirement for a South Dakota corporation.
Is there a minimum stock requirement for a South Dakota corporation?
Yes, South Dakota requires a minimum of one share of stock for a corporation.
How do I obtain a certificate of good standing from the South Dakota Secretary of State?
You can obtain a certificate of good standing from the South Dakota Secretary of State by submitting a written request.
How much does a certificate of good standing cost?
The cost of a certificate of good standing is $20.
Do I need to file an annual foreign qualification in South Dakota?
If you are a foreign corporation doing business in South Dakota, you must file an annual foreign qualification.
Is there an annual fee associated with foreign qualification?
Yes, the annual fee for foreign qualification is $25.
What is the penalty for failing to file an annual foreign qualification?
If an annual foreign qualification is not filed on time, a penalty of $50 per month will be assessed.
What is required to file South Dakota Articles of Incorporation?
To file South Dakota Articles of Incorporation, you must include the company’s name, the number of shares the company is authorized to issue, the name and address of a registered agent, the name and address of the incorporator, and filing fees.
How long does it take to process South Dakota Articles of Incorporation?
It typically takes 2-3 business days to process South Dakota Articles of Incorporation.
Do I need to include a purpose statement in my South Dakota Articles of Incorporation?
No, a purpose statement is not required when filing South Dakota Articles of Incorporation.
Where do I file South Dakota Articles of Incorporation?
South Dakota Articles of Incorporation are filed with the South Dakota Secretary of State.
How do I know if my South Dakota Articles of Incorporation have been accepted?
You can check the status of your South Dakota Articles of Incorporation by logging into the South Dakota Secretary of State’s website.
What other documents must be filed with South Dakota Articles of Incorporation?
You may need to file additional documents, such as Bylaws, Minutes and other resolutions, with your South Dakota Articles of Incorporation.
Is a corporate Seal required for South Dakota Articles of Incorporation?
No, a corporate Seal is not required for South Dakota Articles of Incorporation.
What are the ongoing requirements for South Dakota corporations?
South Dakota corporations are required to file an annual report and pay annual fees to the South Dakota Secretary of State.

Also Read

Why South Dakota Articles of Incorporation is So Important

The Articles of Incorporation serve as the legal foundation of a corporation, outlining important details such as the company’s name, purpose, structure, and registered agent. This document essentially gives the corporation its legal standing and sets the parameters within which the business can operate.

One of the key reasons why the Articles of Incorporation are so important is liability protection. When a business is incorporated, it is considered a separate legal entity from its owners. This means that the shareholders, directors, and officers of the corporation are typically not personally liable for the debts and obligations of the company. By filing the Articles of Incorporation, entrepreneurs are creating a barrier between their personal assets and the potential liabilities of the business, which is vital for protecting their financial interests.

In addition to liability protection, the Articles of Incorporation also provide credibility and legitimacy to a business. Having the official stamp of approval from the state government can go a long way in building trust with customers, suppliers, and partners. It shows that the business is serious, committed, and compliant with state regulations.

Furthermore, the Articles of Incorporation help set clear rules and procedures for how the corporation will be governed. This includes outlining the powers and responsibilities of the directors and officers, as well as establishing voting rights and procedures for shareholder meetings. By having these details documented in the Articles of Incorporation, potential conflicts and misunderstandings within the company can be minimized.

Another important aspect of the Articles of Incorporation is that they help to establish the company’s identity and brand. The name of the corporation, as outlined in the document, is a crucial part of the business’s branding and marketing efforts. It is often the first impression that potential customers and clients will have of the company, so choosing a strong and unique name can help set the business apart from its competitors.

Overall, the South Dakota Articles of Incorporation are a critical component of starting a new business in the state. They provide legal protection, credibility, governance structure, and branding opportunities that are essential for the long-term success of a corporation. Entrepreneurs should take the time to carefully draft and file this document to ensure that their business is on solid legal footing from the outset.

Conclusion

In conclusion, the process of filing South Dakota Articles of Incorporation is a crucial step for businesses looking to establish their presence in the state. This legal document serves as the foundation of the company’s structure and outlines essential information, such as the company’s name, purpose, and management team. To ensure a smooth and successful filing process, it is vital for business owners to familiarize themselves with the State of South Dakota’s requirements, adhere to the applicable laws and regulations, and provide accurate and complete information in the Articles of Incorporation.

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