Allow SunDoc to handle your incorporation paperwork for you. Incorporation in the state of South Dakota is a fairly simple matter. At SunDoc, we specialize in helping businesses like yours incorporate in South Dakota. Use the following article to help you carry out this process.

 

Remember that an attorney is not needed in order to incorporate your business. Consultation on related matters may be helpful, however. The following article should not be construed as tax, legal, or accounting advice. Always speak with a professional if you need advice about your own incorporation.

 

Overview

 

To create the corporation you file Articles of Incorporation with the Secretary of State, for a filing fee. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

 

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

 

You must also file your first annual Annual Report with the state, for a filing fee. - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on South Dakota taxation.

 

Incorporating

 

When you incorporate your business in South Dakota, you'll have three corporation types to choose from. Most businesses choose the General Stock Corporation. This allows for an unlimited number of potential shareholders. Professional Corporations are less common and are mandated by the state for specific professionals. Finally, there is the Close Corporation. This type of corporation sets a limit on the number of shareholders you can have — no more than 35.

 

When obtaining forms for your incorporation, you can either have your attorney create documents for you, or you can use those that are downloadable from the state of South Dakota. These meet the minimum requirements of the Corporations Code of South Dakota.

 

Some new businesses need custom documents. For example, if you would like to expand your limits from the standard one class of shares, you can have a lawyer draft this up in your own documents. At the same time, if you want to name initial directors in your articles, this can be done as long as you have all directors present to sign the articles.

 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a South Dakota corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

 

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of South Dakota law. Minutes must be kept of meetings.

 

Use our Corporate Kit page to obtain a Corporate Records Book from SunDoc. This is a useful tool to have as it helps your corporation store all standard documents, and it is customized to the state of South Dakota. In your Corporate Records Book, you'll be able to store things like stock papers, bylaws, meeting minutes, and other company documents. Your kit will come with a corporate seal embosser, stock certificates, meeting minutes, and other essentials.

 

Registered Agent

 

You'll need a registered agent for your South Dakota Corporation. SunDoc offers this service if you are interested. To learn more about what a registered agent does, see our article: What is a Registered Agent? Why Do I Need One? In general, this role needs to be taken on by an individual or company who will be available for state communication at a reliable address during business hours.

 

Name Search

 

It is important that you choose a business name that is available in the state of South Dakota. Otherwise, it is possible that the Secretary of State will reject your filing. Other statutory requirements pertain to choosing a new name for your incorporated business as well. For example, you cannot choose a name that resembles another business’s name too closely, and you cannot mislead the public with your business name.

 

Spend adequate time and effort figuring out the ideal name for your new business. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. The article provides general information between the two corporate tax structures.

 

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