Launching a business takes grit, determination, and motivation. There’s the paperwork, which includes establishing your business entity and writing a business plan, as well as the management and daily operation to worry about.
Additionally, limited liability companies (LLC), domestic corporations, and foreign (out-of-state) corporations need to file an annual report with the South Dakota Secretary of State. This is a vital step because not filing or filing late could negatively impact your business through fees and other actions.
Use this simple guide to get a better understanding of the South Dakota annual report process.
The point of the annual report is to demonstrate that your company is in compliance with the rules governing South Dakota businesses, as well as provide vital contact information. LLCs and corporations that stay in compliance receive a certificate of good standing to signal their legitimacy and credibility.
Registered businesses that are labeled as “Active” with the South Dakota Secretary of State can file their annual report online through the business services portal. You can also do a paper filing by mail using the printable LLC annual report form, printable domestic corporation annual report form, or printable foreign corporation annual report form, but filing online saves time and money.
You may receive a courtesy reminder about annual reports from the South Dakota Secretary of State, but don’t count on it. It’s still your responsibility to file by the deadline. And whether you file online or by mail, save proof of your payment. Often, filing fees are a write-off for taxes you file.
Annual reports for South Dakota LLCs and corporations are both due on the first day of the anniversary month of when the business was filed, but the forms are slightly different.
LLCs must provide some basic information, including the company name and principal address, details about the registered agent, and the names and business addresses of the managers, if applicable. There’s also an optional sectional for individuals or other entities that receive beneficial interest. Beneficial interest is defined as the right to receive benefits on LLC assets, and is similar to a silent partner. An LLC may want to define who these parties are and what percentage they have a right to in the event of embezzlement or future legal conflicts.
For corporations, filling out the beneficial interest section is also optional. Mandatory fields on the corporation annual report form include the principal executive office address, registered agent’s information, and names and businesses addresses of the principal officers and directors (governors).
Although the South Dakota Secretary of State makes it easy to file annual reports online through its business portal, you can also file by mail. Simply print out the form and mail it to:
Secretary of State Office
500 E. Capitol Ave.
Pierre, SD 57501
All entities must provide updates on any changes to the principal address and addresses of individual members, managers, governors, or officers on the annual report.
For LLCs and corporations both domestic (in-state) and foreign (out-of-state) that need to make changes, there are certain forms to submit that all carry a $10 online fee. Filing by mail comes with an additional $15 processing fee ($25 total).
Be aware that anyone who knows your company’s name can get a copy of your annual report by doing a business name search on the South Dakota Secretary of State’s portal.
Annual reports are due the first day of the anniversary month when the business was filed in South Dakota. For example, if you created your company on September 8, your annual report is due by September 1 each year thereafter. You can file your annual report as soon as one month (30 days) before the due date.
The South Dakota Secretary of State lists all of its filing fees for various online and mail-in documents on its website. In brief, domestic and foreign LLCs and corporations all pay $50 to file an annual report electronically and $65 to file by paper. Domestic and foreign nonprofits pay only $10 regardless of how they file.
If filing electronically, filers can pay by Visa, MasterCard, Discover, or American Express credit/debit cards. Firms filing by mail can send a check or money order or use the South Dakota Secretary of State’s Pre-Paid Account Deposit (PAD) program. This method allows filing fees, search request fees, and copy charges to be deducted directly from a PAD account.
The annual report paperwork for domestic and foreign LLCs and corporations is the same. Be prepared to provide the following information on your forms:
The nonprofit annual report form is the same as for LLCs and corporations, except that it requires the names and addresses of the principal officers, directors, or governors.
Annual reports filed online are processed immediately by the South Dakota Secretary of State. If you filed a hard copy by mail, processing typically takes three to five business days.
If you file by mail, keep a hard copy and proof of payment for your records in case there’s a dispute regarding your filing. For electronically filed annual reports, there’s an option to print out a copy of the form once you’ve completed it.
All foreign and domestic LLCs and corporations are charged a $50 late fee for missing their annual report deadlines. While nonprofits aren’t charged a late fee, they will get a notice of pending dissolution or revocation after missing their deadline.
If you fail to file within three months after the due date, the state will designate your entity as delinquent. After one year has passed with no filing corrections, the state will administratively dissolve your company. That means your business would no longer be an LLC or corporation, and would lose all associated liability protection and tax status.
You can reinstate a dissolved business by filing for reinstatement. The fees are $150 for LLCs, $300 for corporations and $30 for nonprofits, plus any owed delinquent fees. Once reinstated, your company’s good standing is restored retroactively, meaning there would be no gap in your LLC or corporate status.
Although the South Dakota Secretary of State offers some basic guidance regarding annual reports, you may need additional help. Calls for assistance are handled during regular business hours, Monday through Friday from 8 a.m. to 5 p.m.
All domestic and foreign LLCs and corporations are charged a $50 fee to file an annual report online. Mailed filings are charged $65. For domestic and foreign nonprofits, the fee is $10 whether filed electronically or by mail.
There is a $50 late fee for missing the annual report filing deadline. This penalty applies to all foreign and domestic LLCs and corporations. Nonprofits are not charged a late fee for missing the due date for their annual report.
While missing the deadline to file an annual report will incur late fees, not filing at all can jeopardize your company’s status with the South Dakota Secretary of State. If not rectified within one year of the report’s due date, the company will lose its certificate of good standing and be administratively dissolved. You would then lose all liability protection and tax status provided by your business entity’s LLC or corporate status.
Closing a business requires notifying the South Dakota Secretary of State immediately. This will help prevent late fees for missing annual report deadlines. Without being alerted to the firm’s closure, the South Dakota Secretary of State may simply revoke your certificate of good standing. This will cause the business to lose its liability protection.
Filing your annual report online will help ensure that the paperwork is processed immediately. Mailed paperwork for annual reports could delay the process by three to five business days.
Electronic signatures are accepted by the South Dakota Secretary of State.
A manager, director, or registered agent must file the annual report because they are all authorized to act on behalf of your firm.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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