Staying compliant in South Dakota

When is the South Dakota annual report due, and what does it ask for?

The report is due each year by the 1st day of the anniversary month of the original filing and costs $55 online, $70 by paper. Filing online is cheaper, and it asks for the names and addresses of the principal Officers and Directors (Governors).^{1, 2, 6}

How the due date works

South Dakota ties the deadline to your own LLC, not to a single date for everyone. Take the month the Secretary of State first filed your articles; each later year, the report is due on the first day of that month. An LLC whose articles were filed on any day in August, for example, owes each later report on the first of August. Look up your original filing date on the state's business records if you don't have it to hand.

How to file

The online route runs through SOS Enterprise, and the state's FAQ says online filings are processed immediately. Paper is possible but costs more, which is why the fee has two figures: $55 online, $70 by paper. Paper filings take on average 1-3 business days to process, so a paper report posted close to the deadline may not be on record by the due date.³

What the report asks

The Secretary of State's instructions list the names and addresses of the principal Officers and Directors (Governors) for LLCs. Before you file, check who holds those roles in your LLC and whether their addresses have changed. Those names and addresses go on the state's record each year, whichever agent you use. The contents listed in this page's sources don't mention the agent, so make a change of agent on the separate statement covered below.⁶

For how annual reports work in other states, read annual reports explained. If you run LLCs in neighbouring states too, compare staying compliant in North Dakota and staying compliant in Minnesota.

Does South Dakota charge LLCs a franchise tax?

No. South Dakota has no corporate income tax, and among the Department of Revenue's business taxes the only franchise tax listed is the bank franchise tax, which applies to banks, so an ordinary LLC pays no franchise tax on top of the annual report fee.⁵

Among the state filings in this page's sources, the annual report fee is the only recurring one. That does not mean the business owes no taxes at all. Sales tax, payroll withholding and federal returns depend on what you sell, whom you employ and how the LLC is taxed, and the South Dakota Department of Revenue and the IRS set those rules. Ask the Department which registrations apply to your business.

The Department of Revenue shows up in one more place on this page. Reinstating a dissolved LLC needs its sign-off, because the reinstatement process requires an approved Tax Clearance Certificate from the SD Department of Revenue. Anything that delays the certificate can therefore hold up reinstatement even after the Secretary of State's own fees are paid.²

What happens if a South Dakota LLC files late or not at all?

A report filed after its delinquency date costs an extra $55 late fee, applied once the report is 2 months past due (delinquent). At about the same point the statute's dissolution ground for a missing report comes into play, so the late fee is not a grace period.³

The late fee

The fee schedule and the Secretary of State's FAQ both give a $55 late fee for a delinquent report. The annual report instructions page still shows a $50 late fee; the fee schedule is the figure this page relies on, and the Secretary of State can confirm the amount for your filing.³

Administrative dissolution

The dissolution statute, SDCL 47-34A-809, lists two grounds. One is unpaid fees/taxes/penalties. The other is an annual report not delivered within 60 days of its due date. An unfiled report can therefore lead to dissolution.⁴

A dissolved LLC loses its good standing. Banks, landlords and licensing offices that ask for proof of standing may refuse to deal with it until it is reinstated, and owners who keep trading while dissolved should ask a lawyer how that affects them.

Reinstatement

Reinstatement costs $150 plus delinquent annual reports and fees, so the missed reports and fees are still owed. Two requirements slow it down. The process requires an approved Tax Clearance Certificate from the SD Department of Revenue, and the Secretary of State's instructions say the application must be mailed. Allow time for the Department of Revenue to issue the certificate and for the post. The sources behind this page do not give a deadline for applying, so contact the Secretary of State promptly if your LLC has been dissolved.²

How do you keep your South Dakota registered agent current?

Keep an agent on record whose address meets the statute's wording, "An actual street address or rural route box number in this state" (SDCL § 59-11-6), and file a Statement of Change of Registered Office or Registered Agent or Both to change the agent or its address, for $10.^{2, 7, 8}

The statement can be filed the same ways as other business filings: Online (SOS Enterprise) or by mail on a paper form (paper adds a $15 fee). Online filings are processed immediately, according to the state, and a paper copy costs more because paper adds a $15 fee. Cancel the old service only after the change is on file. The full step order is in the South Dakota registered agent guide and the general guide to changing your registered agent.³

Resignations need a quick response. An agent's resignation takes effect on the 31st day after filing or when a new agent is appointed, if sooner, and the agent must promptly notify the LLC of the filing date, which only helps if the contact details it holds for you are current. LLCs from other states registered here under a Foreign Certificate of Authority also name an agent in this state, under the foreign LLC statute.^{2, 9}

What compliance features cover in South Dakota

Because South Dakota has a yearly report and no franchise tax, a provider's compliance product here comes down to tracking and filing that one report.

• Reminder services tell you the report is coming. Tailor Brands' agent service lists "Regular reminders; agent can file the annual report if instructed". LegalZoom's agent service lists "Email reminders about annual report deadlines via Compliance Calendar". Doola lists annual report notifications. Reminders help only if the provider has your due month right, so check it against your original filing date.^{10, 11, 12}
• Filing services submit the report for you. Northwest Registered Agent charges $100 + state fees, LegalZoom charges $99 + state filing fees, and InCorp Services lists $89 + state fees. Swyft Filings sells ComplianceGuard $199/year, billed as a 14-day free trial then auto-charged. Tailor Brands lists "Annual compliance: mandatory report filing & updates" in its Essential and Elite plans, not in Lite. The Northwest, LegalZoom, InCorp and Swyft Filings listings each put the state fee on top, which here is $55 online, $70 by paper; Tailor Brands' listing doesn't say.^{13, 14, 15, 16, 17}
• The listings above don't mention paying late fees, requesting a tax clearance or filing a reinstatement, so ask a provider before relying on it for those.

Agent service renewals are the other recurring bill. Northwest's agent service is $125 per year, InCorp's renews at $129 per year flat rate, and Tailor Brands' renews at $199/year (renews at the same price). Doola's general terms say recurring fees auto-renew. Note each renewal date next to your report month. The South Dakota registered agent services compared lists each provider's price and terms, services with compliance tools looks at these features across providers, and how to cancel a registered agent service covers leaving one.^{18, 19, 20, 21}

What does a South Dakota LLC compliance calendar look like in the first year and after?

South Dakota's filing calendar turns on one date: the first day of the month your articles were filed.

Year one

1. Articles filed. Note the month the Secretary of State filed your articles; it sets your report month for good. The South Dakota LLC formation guide and cheapest ways to form a South Dakota LLC cover the filing and its cost.
2. Agent contact details. Confirm the email and phone your agent will use, and note when its service renews.
3. Taxes. Ask the Department of Revenue which registrations apply, and keep those dates on a separate list.
4. No report is due in the months after formation. The first one falls in the same month a year later.

Year two and later

1. Annual report, due by the 1st day of the anniversary month of the original filing. The fee is $55 online, $70 by paper.¹
2. If you miss it, file before the report turns delinquent. That is when the $55 late fee applies, and close to when the statute lets the state dissolve the LLC.³
3. Check your record once a year. If the agent or its address has changed, file the statement of change ($10).²
4. Review your agent's renewal before its billing date.

Terms on this page, such as administrative dissolution and service of process, are defined in the glossary. For what an agent does day to day, read what a registered agent is.