South Dakota Startup

Forming a South Dakota Startup requires official business registration—but how can you be sure whether you should incorporate in South Dakota, form an LLC, or simply register a fictitious business name? has brought together information on a variety of South Dakota startup businesses to help you make an informed choice. Remember to discuss all business filing decisions with your lawyer or tax advisor.

South Dakota Fictitious Business Name

A fictitious business name filing is required for any business that is operated as a sole proprietorship (a single-owner DBA) that does not include the sole proprietor's last name. (For example, Jones's Auto Repair would not be required to be registered as a South Dakota fictitious business name.)

Corporations and LLCs, as well, must register fictitious business names with the Secretary of State when business is being conducted under a name other than the legal corporate name.

South Dakota Corporation

In order to form a South Dakota corporation, your business must draft and file Articles of Incorporation and send them in duplicate, along with the filing fee, to the Secretary of State's offices in Pierre.

Included in these Articles of Incorporation must be the following information:

  • Corporate name
  • Number of shares authorized
  • Principal executive office address (either in SD or outside of SD)
  • Registered Agent name and address (either an individual located in SD or an SD commercial registered agent)
  • Name and address of each incorporator
  • Signature of authorized office, or if there are none, the incorporator

There are two types of for-profit corporation: C corporation and S corporation. While each of these are for-profit corporations that provide limited liability protection to its owners, C and S corporations have quite different ownership and taxation requirements.

South Dakota Foreign Corporation

When a corporation has registered in another state (called its domestic state), and it wishes to expand its business into South Dakota, it must first obtain a Certificate of Existence from its domestic state, and then it must register as a South Dakota foreign corporation, submitting the Certificate of Authority, along with the Certificate of Existence and the filing fee, to the Secretary of State's office.

South Dakota LLC

An LLC, or limited liability company, is registered in much the same way as a domestic corporation; Articles of Organization are drafted and registered with the Secretary of State's Pierre offices.

While "limited liability company" is a type of business entity recognized by all 50 states, the IRS does not provide an LLC tax classification option. Therefore, an LLC (based on its number of owners) is able to choose a tax classification that is best for its situation.

South Dakota Nonprofit Corporation

A South Dakota nonprofit corporation is registered by filing nonprofit Articles of Incorporation with the Secretary of State's office. The filing fee is lower than for for-profit corporations.

It is important to note that simply because an organization has registered as a South Dakota nonprofit corporation does not mean it is able to accept tax-deductible donations, use reduced postage, or take advantage of other IRS 501c3 benefits. It must submit an application to be treated as a tax-exempt 501c3 corporation, and it can only legally operate as such upon acceptance by the IRS.