While corporations are one of the more complicated business types because they are treated as entities separate from the shareholders, they are a popular business structure, and there are many benefits to starting one.
If you’re ready to form your South Dakota corporation, we’ve created this resource to help you get started today.
The key step to starting a corporation in South Dakota involves filing the Articles of Incorporation with the Secretary of State. But there are several other steps to complete before and after this filing. To simplify the process of forming a corporation in the state of South Dakota, we’ve put together 10 easy steps to form your business:
Before you can file any paperwork, you need to decide on a business name. This might seem simple on the surface, but there are many factors to consider during the process and regulations to adhere to.
Here are some guidelines to help you through the naming process:
You also don’t want to overlook the importance of choosing a name for which you can reserve a matching website domain name that has not been taken. Additionally, you can consider any “doing business as” (DBA) names you may want.
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The board of directors oversees the operations of the business. The initial incorporators — those filing the Articles of Incorporation for the business — often appoint the initial board of directors. Afterward, the board is elected annually by shareholders (those who hold stock in the company — this can include the original incorporators).
In South Dakota, only a single incorporator is required, and only one member on the board is needed, although having more is generally advisable.
Incorporators may be directors and also shareholders. In fact, a single person can start a corporation and hold all associated titles. But the three titles are associated with different roles within the company.
The incorporators usually appoint the initial board of directors before filing the Articles of Incorporation. Then, the appointed directors can meet to approve corporate bylaws, determine the share structure, and solidify other matters before filing. That way, the business starts on the right foot with plans clearly in place.
A registered agent is a person or entity that receives service of process and government correspondence on behalf of the corporation. Service of process can include legal documents, such as court summons.
When filing your Articles of Incorporation, you must list a registered agent who is an individual residing in the state or a business entity with an office in the state. You must include a street address for the registered office and not a P.O. box.
While someone in the corporation can serve as the corporation’s registered agent, this is generally not advisable. Having a separate registered agent helps give space between your business and business activities and any legal issues.
Filing the Articles of Incorporation registers and establishes your business with the state. In this document, you will need to include:
If you’re ready to launch and don’t want to wait weeks for your paperwork to get processed, we can help. You can form your corporation in South Dakota in as little as one day with our rush filing services. With our rush filing service, we prioritize your formation paperwork so you can get it filed with the South Dakota Secretary of State within 1-3 business days for just $100 + state fees.
This filing may be completed online on the Secretary of State’s website for a filing fee of $150 or by mail, which incurs an additional fee of $15. You will mail your Articles of Incorporation to:
Secretary of State Office
Office 500 E Capitol Ave
Pierre, SD 57501
The creation of corporate bylaws by the board of directors should happen as soon as possible. The bylaws establish all of the rules and functions of the corporation. South Dakota requires all corporations to adopt bylaws.
Your corporate bylaws may include:
While you are not required to file your bylaws anywhere, you should keep them safe with any other corporate records. It’s a good idea to set up a corporate records book where you can keep all of your important papers, including bylaws, minutes from meetings, and stock certificates.
The shareholder or stockholder agreement is a document that outlines the rights and responsibilities of all shareholders in the company. It may include the following:
Again, this agreement can be drafted from a template, but you may want to utilize professional assistance. Your shareholder agreement should be kept with your other important corporate records.
Once your business is registered, and rules are in place, it is time to issue stock. When you filed the Articles of Incorporation, you stated the number of stock shares authorized. The number of shares you issue should always be less than or equal to this number.
Stock may be issued publicly or privately. Privately issued stock is usually issued to the founders, employees, or a private group of investors. A public corporation makes a portion of its stock shares available for public purchase.
Shares of stock are how your company gets funded. The funds you use to get started are called capital. Before issuing stock, you need to determine how much capital is needed. You can then divide this value among the stock shares you will issue to shareholders.
Note that when initially issuing shares, some may be issued as compensation for helping start the business. As a result, the shareholder they are issued to does not contribute monetary capital for them, and this should be accounted for when determining share price.
Each share is only issued once, but after issuance, shares can be traded and sold. All issued shares must be documented in the company’s annual report. Companies issuing public stock need to file quarterly statements with the Securities and Exchange Commission (SEC).
They must also track how many shares are issued and to whom. Also check with the South Dakota Division of Securities Regulation to see what might be required at the state level.
The next step is to consider if your business might require any special permits or licenses. The Small Business Administration (SBA) website has a list of licenses that you might need on the federal level, depending on your business activities.
On the South Dakota Governor’s Office of Economic Development website, you can find a list of possible licenses you may need to consider at the state, county, and city levels. Don’t forget to apply for a tax license with the Department of Revenue if you will be collecting sales tax.
Corporations are generally regarded as unique entities separate from the people involved. As such, you will need to acquire an Employer Identification Number (EIN). This number acts like the corporation’s Social Security number for tax purposes.
To apply for an EIN, you need to visit the IRS website and fill out the online form. It only takes a few minutes and is free. Afterward, you will receive your EIN. Keep track of this number, as you will need it for future documentation and filing your business’s tax returns.
Remember that corporations must pay their own taxes separate from any taxes paid on shareholder earnings. This must be done at the federal and possibly state levels by submitting the appropriate returns each year. You may also be responsible for sales tax, employee withholdings, and other local taxes.
Corporations in South Dakota are required to file an annual report. Information required in the report includes:
The report may be filed online for a filing fee of $50 or by mail for a fee of $65.
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