South Dakota generally requires most registered business entities to file an Annual Report with the South Dakota Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this filing is unique: it is due annually by the first day of the anniversary month of your entity’s original formation or qualification in South Dakota. You can typically file up to two months (60 days) prior to your due date.
Why is it important to file? Maintaining good standing with the State of South Dakota is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fee: A $50.00 late fee is assessed by the South Dakota Secretary of State if the annual report is not filed by the due date. This late fee begins accruing on September 1st if the report is due July 1st, for example.
“Delinquent” Status: Your business will become “delinquent” if the report is not filed on time.
Administrative Dissolution/Forfeiture: If the annual report remains unfiled, your domestic entity may be administratively dissolved, or your foreign entity’s authority to transact business in South Dakota may be forfeited.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use if it is dissolved or forfeited.
Inability to Conduct Business: A dissolved or forfeited status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in South Dakota courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties, plus a reinstatement fee (e.g., $300 for corporations, $150 for LLCs).
Specific Requirements by Entity Type in South Dakota:
For All Entity Types (LLC, Corporation, Non-Profit, LLP) in South Dakota (unless noted otherwise below):
Annual Report (South Dakota Secretary of State):
Frequency: Annually.
Due Date: By the first day of the anniversary month of your entity’s original formation or qualification in South Dakota. (e.g., if formed July 20th, due by July 1st each year).
Filing Method: Can be filed online through the South Dakota Secretary of State’s website or by mail. Online filing is generally less expensive.
Information Required: Entity’s legal name, South Dakota Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; general partners for partnerships).
For Corporations (For-Profit & Professional) in South Dakota:
In addition to the Annual Report:
Annual Report Filing Fee:$55.00 (online filing) or $70.00 (paper filing).
Late Penalty (Secretary of State): An additional $50.00 if not filed by the due date.
South Dakota Corporate Income Tax:South Dakota DOES NOT have a state corporate income tax. This significantly simplifies state tax compliance for corporations in South Dakota.
Other Potential Taxes: While there’s no income tax, businesses in South Dakota may still be subject to:
Sales Tax: If you engage in retail sales of tangible personal property, products transferred electronically, or taxable services. A sales tax license is required.
Use Tax: Applies when sales tax has not been paid on goods or services used or consumed in South Dakota.
Contractors’ Excise Tax: For certain construction-related activities.
Unemployment Insurance Tax: If you have employees.
For Limited Liability Companies (LLCs) in South Dakota:
In addition to the Annual Report:
Annual Report Filing Fee:$55.00 (online filing) or $70.00 (paper filing).
Late Penalty (Secretary of State): An additional $50.00 if not filed by the due date.
South Dakota Income Tax:South Dakota DOES NOT have a state individual or corporate income tax. This means LLCs, whether treated as disregarded entities or partnerships for federal tax purposes, generally do not file a state-level income tax return in South Dakota.
Other Potential Taxes: As with corporations, LLCs may be subject to Sales Tax, Use Tax, Contractors’ Excise Tax, and Unemployment Insurance Tax if applicable to their business activities.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in South Dakota:
Annual Report Requirement (South Dakota Secretary of State):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the South Dakota Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Due Date: By the first day of the anniversary month of your entity’s original formation or qualification in South Dakota.
Filing Fee:$55.00 (online filing) or $70.00 (paper filing) for LLPs. LPs/LLLPs generally have a $25 annual report fee.
Late Penalty (Secretary of State): An additional $50.00 if not filed by the due date for LLPs.
South Dakota Income Tax:South Dakota DOES NOT have a state individual or corporate income tax. This means partnerships generally do not file a state-level income tax return in South Dakota.
Other Potential Taxes: Partnerships may be subject to Sales Tax, Use Tax, Contractors’ Excise Tax, and Unemployment Insurance Tax if applicable to their business activities.
For Non-Profit Corporations in South Dakota, please also note the following:
In addition to the Secretary of State filing:
Annual Report (South Dakota Secretary of State):
Frequency: Annually.
Due Date: By the first day of the anniversary month of your entity’s original formation or qualification in South Dakota.
Filing Fee:$10.00.
Late Penalty (Secretary of State): An additional $50.00 if not filed by the due date.
Charitable Organization Registration and Annual Report (South Dakota Attorney General’s Office – Division of Consumer Protection):
South Dakota DOES NOT have general licensing or registration requirements for non-profit or charitable organizations. You are generally not required to register your charity or file annual reports with the Attorney General’s office unless you employ paid solicitors who conduct telephone solicitation campaigns on your behalf.
If you use paid solicitors for telephone solicitations, the paid solicitors themselves are required to be registered and bonded, and they must provide solicitation campaign notices and financial reports to the Division of Consumer Protection. The charitable organization itself is generally not required to register or file.
South Dakota Exempt Organization Business Income Tax:South Dakota DOES NOT have a state corporate income tax. Therefore, non-profits are generally not subject to state income tax, even on unrelated business taxable income (UBTI), although they must still comply with federal UBTI rules and file federal Form 990-T if applicable.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various South Dakota filings typically require verification or updating of the following:
Your entity’s legal name and South Dakota Entity ID number.
The current principal office mailing address.
The name and physical street address of your South Dakota Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For sales tax and other business taxes: Transactional data, gross receipts, etc.
How can we assist you? We understand that navigating these compliance requirements, especially with South Dakota’s “anniversary month” due dates and its unique lack of state income tax, can be complex. We are here to assist you with understanding and fulfilling your South Dakota compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the South Dakota Secretary of State.
Assisting with any other applicable state business tax filings (e.g., sales tax, use tax, unemployment insurance).
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the South Dakota Secretary of State and, if applicable, the Department of Revenue.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your South Dakota compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
