What is a Foreign LLC in South Dakota – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in South Dakota and want to expand your business beyond South Dakota, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in South Dakota, must file a foreign LLC in South Dakota. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the South Dakota government.

In this article, you’ll be reading about how to start a foreign LLC in South Dakota. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in South Dakota after you form it.

Forming a Foreign LLC in South Dakota

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in South Dakota, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for South Dakota) and wants to expand their operations in South Dakota can file their LLC as a foreign entity. To start a foreign LLC in South Dakota, you need to register it with the South Dakota Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in South Dakota for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in South Dakota. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

llc formation document

Before you proceed to register your LLC in South Dakota as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in South Dakota, then you must obtain the Certificate of Good Standing from South Dakota Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than South Dakota must get this document to register a foreign LLC in South Dakota.

Filing Certificate of Good Standing: In South Dakota, to obtain the Certificate of Existence/Good Standing, you must visit the Business Search page. Search your business using the business ID and get the details. You can choose the option ‘certificate of good standing’ to purchase the document.

Step 2: Choose South Dakota Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the South Dakota Secretary of State. Your LLC’s legal name outside of South Dakota will be listed on the application, along with the name it will use in South Dakota. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in South Dakota to use. Check name availability at South Dakota’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in South Dakota when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select South Dakota Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in South Dakota, you must have a registered agent from South Dakota only. No matter where your domestic LLC is located, you must hire a registered agent from South Dakota for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in South Dakota and take note that the South Dakota Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for South Dakota Foreign LLC

The most important step is to send the application for registration with South Dakota SOS. Download the PDF form from the South Dakota Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in South Dakota: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline in South Dakota, you must send the accomplished DBA filing form to the South Dakota Secretary of State, 500 East Capitol Avenue, Pierre, SD 57501 or drop it off in person at the same address.
    • DBA filing fee in South Dakota: $10
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in South Dakota.
  • Date when your LLC will start operations in South Dakota.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

In South Dakota, the online filing for a foreign LLC requires the LLC owners to fill out the Online Foreign LLC Registration Form. Once done, submit the form online. You might need to log in to the portal for the payment. Register with the portal (if not already) and continue filling up the form to register your foreign LLC in South Dakota.

Offline Filling

Get the Foreign LLC Registration Form to register a foreign limited liability company in South Dakota. This form must be filled up with the updated and correct information (typed or printed). Send the form to the South Dakota SOS office address at Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501 by mail or other offline methods (fax or in person visit to the office whichever is available).

Foreign LLC Registration Fee in South Dakota: In South Dakota, if you’re filing a foreign LLC online, the processing (registration) fee will be $750. On the other, if you’re filing it offline, you must pay $765. An additional $15 is charged for paper filing (handling). The payment must be done using Cards (for online) and for offline it must be using checks payable to the SOS. Contact SOS before sending any cash to the office (whether it is available or not).

The LLC cost in South Dakota, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between South Dakota’s domestic and foreign LLCs.

Step 5: Determine How Your South Dakota Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the South Dakota Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in South Dakota for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in South Dakota. However, it is recommended to check with the South Dakota Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing South Dakota Foreign LLC Online – Quick Recap

  1. Get the Certificate of Good Standing from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in South Dakota to use for your foreign LLC. If not, file DBA name with South Dakota SOS.
  3. Get a registered agent in South Dakota to represent your foreign LLC in South Dakota. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the South Dakota Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in South Dakota with the FinCEN.

After Forming South Dakota Foreign LLC

Here are added things you need to accomplish after forming your South Dakota Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at South Dakota Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in South Dakota. Here’s everything about South Dakota LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is a foreign LLC in South Dakota?
A foreign LLC in South Dakota is a limited liability company that is formed in a state other than South Dakota but wishes to do business in the state.
Do I need to register my foreign LLC in South Dakota?
Yes, in order to do business in South Dakota, a foreign LLC must register with the Secretary of State.
How do I register my foreign LLC in South Dakota?
To register your foreign LLC in South Dakota, you will need to file an Application for Certificate of Authority with the Secretary of State.
What information do I need to provide when registering my foreign LLC in South Dakota?
You will typically need to provide information such as your LLC’s name, address, purpose of business, and the names of the owners or managers.
Are there any additional fees for registering a foreign LLC in South Dakota?
Yes, there are filing fees associated with registering a foreign LLC in South Dakota. These fees can vary but are typically around $100-$150.
Do I need a registered agent for my foreign LLC in South Dakota?
Yes, a foreign LLC in South Dakota must have a registered agent who is designated to receive legal documents on behalf of the company.
Can I be my own registered agent for my foreign LLC in South Dakota?
Yes, as long as you have a physical address in South Dakota where legal documents can be delivered during business hours.
What is the ongoing compliance requirement for a foreign LLC in South Dakota?
A foreign LLC in South Dakota must file an annual report with the Secretary of State and pay a filing fee.
Are foreign LLCs taxed differently in South Dakota?
No, foreign LLCs in South Dakota are typically subject to the same state taxes as domestic LLCs.
Can a foreign LLC convert to a domestic LLC in South Dakota?
Yes, a foreign LLC can convert to a domestic LLC in South Dakota by following the necessary legal procedures and requirements set by the state.
Where can I find more information on registering a foreign LLC in South Dakota?
You can find more information and the necessary forms for registering a foreign LLC in South Dakota on the Secretary of State’s website.
How long does it take to get approval for my foreign LLC in South Dakota?
Approval times can vary, but typically it takes a few weeks for the Secretary of State to process and approve the application for a foreign LLC.
Can I expedite the registration process for my foreign LLC in South Dakota?
Yes, for an additional fee, you can request expedited processing for your foreign LLC registration in South Dakota.
Are there any restrictions on the name I can choose for my foreign LLC in South Dakota?
Yes, the name of your foreign LLC must be distinguishable from the names of other registered entities in South Dakota.
Can I operate my foreign LLC in South Dakota without registering it?
No, operating a foreign LLC in South Dakota without proper registration is illegal and can result in fines and penalties.
What are the consequences of not registering my foreign LLC in South Dakota?
Not registering your foreign LLC in South Dakota can result in being barred from doing business in the state and facing fines and legal issues.
Do foreign LLCs have to comply with South Dakota’s business laws and regulations?
Yes, foreign LLCs in South Dakota must comply with all state laws and regulations governing businesses in the state.
Can a foreign LLC in South Dakota be sued in South Dakota courts?
Yes, foreign LLCs that do business in South Dakota can be sued in South Dakota courts just like domestic LLCs.
Can I register a foreign LLC in South Dakota if I already have an LLC in another state?
Yes, you can register a foreign LLC in South Dakota even if you already have an LLC registered in another state.
Can I use a PO Box as my LLC’s address in South Dakota?
No, a physical address is required for an LLC’s registered agent and business address in South Dakota.
Can I process my foreign LLC registration in South Dakota online?
Yes, the Secretary of State’s website provides online filing options for registering a foreign LLC in South Dakota.
Do I need to publish notice of my foreign LLC registration in a local newspaper in South Dakota?
No, there is no requirement to publish notice of a foreign LLC registration in a local newspaper in South Dakota.
Can I operate multiple business locations under my foreign LLC in South Dakota?
Yes, a foreign LLC can operate multiple business locations in South Dakota as long as each location complies with state and local laws.
Can I form a foreign LLC in South Dakota as a non-resident of the United States?
Yes, non-residents can form a foreign LLC in South Dakota as long as they meet all the legal requirements for registration.
Can I change the name of my foreign LLC in South Dakota after it has been registered?
Yes, you can change the name of your foreign LLC in South Dakota by filing the appropriate forms and paying the necessary fees.
Can I dissolve my foreign LLC in South Dakota if I no longer wish to do business in the state?
Yes, you can dissolve your foreign LLC in South Dakota by filing a Certificate of Dissolution with the Secretary of State.
Is there a grace period for registering my foreign LLC in South Dakota after starting to do business in the state?
No, you should register your foreign LLC in South Dakota before starting to do business in the state to avoid potential penalties and legal issues.
Can I transfer my foreign LLC from another state to South Dakota?
Yes, you can transfer the registration of your foreign LLC from another state to South Dakota by filing for a domestication process with the Secretary of State.
What is a LLC?
A Limited Liability Company (LLC) is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.
Why would I want to form a foreign LLC in South Dakota?
Forming a foreign LLC in South Dakota can offer businesses a favorable tax environment, asset protection, and increased privacy.

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In Conclusion

Having a foreign LLC in South Dakota is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in South Dakota does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in South Dakota, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in South Dakota can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in South Dakota is a success.

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