South Dakota: Business Corporation Formation Filing Requirements
The short answer
File Articles of Incorporation with the South Dakota Secretary of State. The articles state the corporate name, authorized shares, principal-office street address, registered-agent information, and every incorporator's name and address; an incorporator signs before formation. Filing is $150 online or $165 on paper. Corporate existence begins on filing or a stated date no later than the ninetieth day after filing. The corporation then elects directors if needed, appoints officers, and adopts bylaws.
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This is the general rule in South Dakota. Ask about your specific facts and see which parts of current South Dakota law apply, with citations to the statutes.
| Governing law and formation record | South Dakota Business Corporation Act, SDCL ch. 47-1A; file Articles of Incorporation with the Secretary of State (§§ 47-1A-201 to -203; SOS form) |
|---|---|
| Incorporator and signature | One or more persons may incorporate; list each incorporator name/address. Before formation an incorporator signs and states name/capacity. Seal, attestation, acknowledgment, and verification are optional (§§ 47-1A-120, -201 to -202; SOS form) |
| Name, purpose, and duration | Name must be distinguishable and use corporation/incorporated/company/limited or an allowed abbreviation. A purpose clause is optional because lawful business is the default; duration is perpetual unless limited (§§ 47-1A-301 to -302, -401 to -401.1; SOS form) |
| Agent, office, and addresses | Articles state the principal-office street address and registered-agent filing information. Agent may be commercial, named noncommercial, or an internal office/position; naming an agent affirms consent. Form also requests mailing address if different and optional email (§ 47-1A-202; § 59-11-6; SOS form) |
| Shares, classes, and par value | State total authorized shares. Multiple classes/series require each count, designation, and terms before issuance. Par value is optional and may be added for shares or classes (§§ 47-1A-202, -202.1, -601) |
| Directors and other disclosures | Each incorporator name/address and the principal office are public. Initial directors may be added but are not required; ordinary articles do not require officers, shareholders, beneficial owners, or ownership percentages (§§ 47-1A-202 to -202.1; SOS form) |
| Optional and restricted provisions | May add lawful purpose/governance/power terms, par value, specified shareholder debt liability, bylaw terms, bounded director-liability and indemnification provisions, and preemptive-right limits (§ 47-1A-202.1) |
| Method, fee, attachments, and effect | File online for $150 or on paper for $165 including the paper fee. Optional provisions may be attached. Effective on filing or at a stated date/time no later than the ninetieth day after filing (§§ 47-1A-122 to -123.1, -203; SOS form/fees) |
| Initial report, publication, and follow-up | No formation publication or one-time initial report under the current Act/form. Current first $55 online/$70 paper annual report is due before February 1 after the formation year. Starting Jan. 1, 2027, formation documents must select anniversary-month or Jan. 31 reporting (§ 47-1A-122; § 59-11-25; SOS fees) |
| Organization, officers, and bylaws | Named initial directors organize; otherwise incorporators elect directors or a board. Incorporators may act by unanimous written consent. Complete organization by appointing officers, adopting bylaws, and handling other business (§§ 47-1A-205 to -206) |
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Requirements one by one
The articles have five required field groups
Under S.D. Codified Laws §§ 47-1A-201 to -203, one or more persons form an
ordinary domestic corporation by delivering Articles of Incorporation to the
Secretary of State. The required groups are the corporate name, authorized-share
number, principal-office street address, registered-agent filing information,
and every incorporator's name and address.
Before the corporation forms, an incorporator signs. Section 47-1A-120 requires
the signer's name and capacity beside the signature but makes a seal,
attestation, acknowledgment, and verification optional.
Purpose and duration use statutory defaults
The name must use “corporation,” “incorporated,” “company,” or “limited,” an
allowed abbreviation, or a like foreign-language term. It must also be
distinguishable on the Secretary's records under §§ 47-1A-401 to -401.1.
A purpose clause is optional. Section 47-1A-301 supplies any lawful business as
the default unless the articles narrow it. Section 47-1A-302 likewise supplies
perpetual duration unless the articles provide otherwise.
The public address and person disclosures are specific
The articles state the principal office's street address. The current paper form
also requests a mailing address if different and offers an optional email field.
For the registered agent, § 59-11-6 permits a commercial agent, a named
noncommercial agent and address, or an internal office or position with its
business-office address. Naming a commercial or noncommercial agent is the
entity's affirmation that the agent consented; no separate acceptance attachment
is required by that section.
Every incorporator's name and address is public. Initial directors may be added
under § 47-1A-202.1 but are not mandatory. Officers, shareholders, beneficial
owners, and ownership percentages are not ordinary articles fields.
Authorized shares are mandatory; par value is optional
The articles state the number of shares the corporation may issue. If there are
multiple classes or series, § 47-1A-601 requires the number and distinguishing
designation of each and requires its preferences, rights, and limitations to be
described before issuance.
South Dakota does not require par value in every articles filing. Section
47-1A-202.1 makes par value for shares or classes an optional charter provision.
Optional provisions may cover governance and bounded liability terms
Section 47-1A-202.1 permits lawful purpose, management, power-allocation,
shareholder-debt-liability, bylaw, par-value, director-liability,
indemnification, and preemptive-right provisions. Its director-liability and
indemnification permissions preserve the listed exceptions for improper
financial benefits, intentional harm, specified distribution liability, and
intentional criminal-law violations.
The current paper form says optional articles may be added by attachment.
Online and paper charges differ
The Secretary of State offers online and paper filing. Current § 47-1A-122 and
the fee page set the online base charge at $150. Paper filing is $165,
including the additional paper fee.
Under §§ 47-1A-123 to -123.1, a filing takes effect at its filing date and time,
at a stated time that day, or at a stated delayed date and time. A delayed date
without a time takes effect at close of business, and the delayed date cannot be
later than the ninetieth day after filing. Section 47-1A-203 ties corporate
existence to that filing event unless a delayed date is stated.
Organization follows filing under §§ 47-1A-205 to -206
Named initial directors hold the organizational meeting. If none were named,
the incorporators meet to elect directors and complete organization or elect a
board that will complete it. Incorporators may replace their meeting with
unanimous written consent.
The organizational work includes appointing officers and adopting bylaws.
Section 47-1A-206 places adoption of the initial bylaws with the incorporators or
board.
What follows formation
The current Act and formation form impose no publication or separate one-time
initial report. Under the current version of § 59-11-25, the first recurring
annual report is due before the first day of February in the year after
formation. The current filing charge is $55 online or $70 on paper.
An enacted change takes effect January 1, 2027. For entities formed under that
future rule, the formation document must select either annual reporting in the
formation-anniversary month or reporting by January 31 beginning in the next
calendar year. The currently linked February 2018 paper articles do not yet show
that future election, so use the then-current filing workflow once the change is
in force.
Common questions
Must the articles identify initial directors?
No. They are optional. If omitted, the incorporators elect directors during the
organization process.
Must every corporation state par value?
No. The authorized-share number is mandatory, but § 47-1A-202.1 treats par value
as optional.
Does the registered agent sign an acceptance?
Section 59-11-6 treats the entity's appointment as an affirmation of consent for
a named commercial or noncommercial agent. The current basic form has no separate
agent-signature attachment.
Statutes and sources
- S.D. Codified Laws §§ 47-1A-120, -122 to -123.1, and -201 to -206 —
filing, fees, effect, incorporators, required and optional articles,
organization, and bylaws. Official Legislature API, accessed August 14, 2026. - S.D. Codified Laws §§ 47-1A-301 to -302, -401 to -401.1, -601, and
59-11-6 — purpose, duration, name, share classes, and registered-agent
filing. Official Legislature API, accessed August 14, 2026. - S.D. Codified Laws § 59-11-25 — current first-report deadline and the
enacted January 1, 2027 replacement requiring a formation-time reporting-date
election. Official Legislature API, accessed August 14, 2026. - Secretary of State articles, forms, and fees — paper fields, optional-
provision attachment, online/paper routes, and current charges.
https://sdsos.gov/docs/business/corporation-domestic-articlesofincorporation.pdf,
https://sdsos.gov/business-services/corporations/corporate-forms/business-corporations.aspx,
and https://sdsos.gov/general-information/filing-fees.aspx (accessed August
14, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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