Corporation Reinstatement and Revival Requirements in South Dakota
At a glance
| Eligible inactive status | Domestic corporation administratively dissolved after uncured 60-day fee, annual-report, registered-agent/change-notice, or stated-duration grounds (§§ 47-1A-1420 to -1422); not voluntary or judicial dissolution |
|---|---|
| Filing window | Any time after the effective administrative-dissolution date; no stated outside deadline (§ 47-1A-1422) |
| Application or certificate contents | Application gives exact name and Business ID, effective dissolution date, cure statement, name-compliance statement, Department of Revenue tax-paid certificate, and all required reports, agent/office information, fees, penalties, or duration amendment (§ 47-1A-1422; current form) |
| Reports, taxes, fees, and penalties | File all required reports and pay filing fees and penalties; attach Department of Revenue certificate that all department-administered taxes and fees owed by the corporation are paid (§ 47-1A-1422; current form) |
| Name and registered-agent cure | Name must satisfy §§ 47-1A-401 to -401.3. Cure a 60-day no-agent or unreported agent-change/resignation ground and attach current agent/office information; amend an expired stated duration if applicable (§§ 47-1A-1420, -1422; current form) |
| Approval and signature | Current application states no board/shareholder approval or notarization; any authorized corporate officer signs, prints name/title, and is subject to false-filing penalties (current Secretary of State form) |
| Filing office and method | File with South Dakota Secretary of State. Current form is prepared on-screen, printed, and mailed; the business-corporation forms page lists no direct online filing for reinstatement |
| Fixed filing fee and expediting | $300 reinstatement fee plus delinquent reports, fees, and penalties; optional general expedited service is $50 (Secretary of State fee schedule) |
| Legal effect and third parties | Reinstatement relates back to the administrative-dissolution date and business resumes as if dissolution never occurred (§ 47-1A-1422); no express third-party-reliance carveout in that section |
Requirements one by one
Confirm the administrative-dissolution route
South Dakota's reinstatement application is for a corporation dissolved under § 47-1A-1421. The grounds are a 60-day filing-fee or penalty default, an annual report 60 days overdue, 60 days without a registered agent, 60 days without notice of an agent change or resignation, or expiration of a duration stated in the articles.
After written notice, the corporation has another 60 days to correct each ground or show that it does not exist. Once dissolved, it continues only for winding up, liquidation, and claimant-notice work until reinstated.
Use the anytime application but cure everything first
Section 47-1A-1422 permits the corporation to apply any time after the effective dissolution date. The application recites the exact corporate name and date, states that each ground did not exist or has been eliminated, and confirms that the name satisfies the Business Corporation Act.
The current form requires every cure item with the application. Depending on the record, that includes annual reports, filing fees, penalties, registered- agent and office information, and an articles amendment extending an expired duration.
Attach the Department of Revenue certificate
The application must contain a South Dakota Department of Revenue certificate reciting that all taxes and fees administered and collected by the Department and owed by the corporation have been paid. This is not merely a checkbox or a promise by the officer; attach the agency certificate.
Obtain it before mailing the full reinstatement packet so the cure documents, fees, penalties, and tax certificate arrive together.
Use an authorized officer and the paper route
Any authorized corporate officer may sign the current application and supplies a printed name and title. The form states no board or shareholder resolution, notary, acknowledgment, or second signature. It warns that knowingly executing a materially false report may carry civil or criminal penalties.
The Secretary of State's current forms page lets the filer prepare the form on- screen, but lists reinstatement as “File by Paper.” Print and mail the completed form and attachments to the Secretary of State.
Separate the base charge from the cure amount
The fixed reinstatement filing charge is $300. Add every delinquent-report fee, late penalty, registered-agent or amendment charge, and other amount needed to eliminate the grounds. The current general fee schedule also offers expedited service for $50.
The $300 figure therefore is not the corporation's complete reinstatement bill. Use the live entity record and the Secretary's fee schedule to calculate the attachments and payments.
Read the relation-back effect accurately
When the Secretary accepts the correct application, the office cancels the dissolution certificate, prepares and files a certificate of reinstatement, and serves a copy on the corporation. Reinstatement relates back to the effective dissolution date and business resumes as if the administrative dissolution had never occurred.
Section 47-1A-1422 states no separate third-party-reliance exception. It does not promise restoration of another license or resolve a particular contract, lawsuit, tax, limitations, financing, or personal-liability dispute.
What trips people up
- No deadline does not mean no prerequisites. Every dissolution ground and tax obligation still must be cleared.
- The Revenue certificate is an attachment. An officer's statement alone does not satisfy § 47-1A-1422(4).
- Prepare online is not file online. The current corporation forms page directs reinstatement applicants to print and mail the form.
- The $300 fee is only the base. Delinquent reports, penalties, and cure documents are additional.
- An expired stated duration needs amendment. The form specifically lists that cure among the possible attachments.
Common questions
How long does a South Dakota corporation have to reinstate? Section 47-1A-1422 states no outside deadline; it permits application any time after administrative dissolution.
Who signs the application? Any authorized officer of the corporation.
Does the form need notarization? The current application states no notary or acknowledgment requirement.
Can the corporation appeal a denial? Yes. Under § 47-1A-1423, it may file a circuit-court petition within 30 days after service of the denial notice, with the dissolution certificate, application, and denial attached.
Statutes and sources
- S.D. Codified Laws §§ 47-1A-1420 to -1423 — dissolution grounds and cure, winding-up restriction, anytime application, tax certificate, relation back, and denial appeal. Official § 47-1A-1422 (accessed 2026-08-02).
- South Dakota Secretary of State, Application for Reinstatement—Domestic Business Corporation — current fields, attachments, authorized-officer signature, false-filing warning, and $300 fee. Official form (accessed 2026-08-02).
- Secretary of State business-corporation forms and fee schedule — paper filing route, $300 plus cure charges, and $50 expedite service. Official forms and fee schedule (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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