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
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:
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:
- 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
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
- Get the Certificate of Good Standing from your home state where your LLC is originally registered
- 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.
- 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.
- File the Application of Foreign LLC with the South Dakota Secretary of State following the mentioned method(s) above.
- 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
- 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.
- 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.
- Pay State Taxes like sales tax; you’ll need an EIN for your LLC.
FAQs
Also Read
- Alabama Foreign LLC
- Alaska Foreign LLC
- Arizona Foreign LLC
- Arkansas Foreign LLC
- California Foreign LLC
- Colorado Foreign LLC
- Connecticut Foreign LLC
- Delaware Foreign LLC
- DC Foreign LLC
- Florida Foreign LLC
- Georgia Foreign LLC
- Hawaii Foreign LLC
- Idaho Foreign LLC
- Illinois Foreign LLC
- Indiana Foreign LLC
- Iowa Foreign LLC
- Kansas Foreign LLC
- Kentucky Foreign LLC
- Louisiana Foreign LLC
- Maine Foreign LLC
- Maryland Foreign LLC
- Massachusetts Foreign LLC
- Michigan Foreign LLC
- Minnesota Foreign LLC
- Mississippi Foreign LLC
- Missouri Foreign LLC
- Montana Foreign LLC
- Nebraska Foreign LLC
- Nevada Foreign LLC
- New Hampshire Foreign LLC
- New Jersey Foreign LLC
- New Mexico Foreign LLC
- New York Foreign LLC
- North Carolina Foreign LLC
- North Dakota Foreign LLC
- Ohio Foreign LLC
- Oklahoma Foreign LLC
- Oregon Foreign LLC
- Pennsylvania Foreign LLC
- Rhode Island Foreign LLC
- South Carolina Foreign LLC
- South Dakota Foreign LLC
- Tennessee Foreign LLC
- Texas Foreign LLC
- Utah Foreign LLC
- Vermont Foreign LLC
- Virginia Foreign LLC
- Washington Foreign LLC
- West Virginia Foreign LLC
- Wisconsin Foreign LLC
- Wyoming Foreign LLC
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.