Nonprofit Corporation Administrative Dissolution and Reinstatement in South Dakota

At a glance

Requirements one by one

Entity and agency

The nonprofit corporation statute applies to corporations organized under it and older nonprofit corporations covered by § 47-22-2. The secretary of state makes the administrative dissolution determination and handles reinstatement (§§ 47-24-13.1, 47-24-16).

Report, fee, or tax failure

The annual report is required by § 47-24-6. Under § 59-11-25, it is due before the first day of the second month in the year after authorization and by that same date in later years. Section 47-24-13.1 permits dissolution proceedings when a required report is 60 days late or a fee or penalty remains unpaid 60 days after it was due. Section 47-28-6(9) sets the domestic nonprofit annual-report filing fee at $10. An incomplete report corrected and delivered within 30 days after notice is treated as timely filed (§§ 59-11-24, 59-11-26).

Agent and other grounds

The same § 47-24-13.1 proceeding applies after 60 days without a registered agent, 60 days without notice of an agent change or resignation, or expiration of the duration stated in the articles.

Notice and cure

Section 47-24-13.2 requires a written notice of the secretary's determination. The corporation has 60 days after service is perfected to correct each ground or show to the secretary's reasonable satisfaction that it does not exist. See the cross-reference issue below when identifying the service method.

When status changes

If grounds remain, the secretary signs a certificate reciting the grounds and effective date, files the original, and serves a copy (§ 47-24-13.2).

Powers afterward

Section 47-24-13.2 says corporate existence continues, but operations are limited to winding up and liquidation under chapter 47-26 and claimant notices under §§ 47-26-4 and 47-26-34. Administrative dissolution does not terminate the registered agent's authority.

Reinstatement window

Section 47-24-14 permits any corporation whose existence was revoked or dissolved to petition for reinstatement. It supplies no outer petition deadline.

Filings, payments, and name

The corporation uses the secretary's form and has a board chair, president, another officer, or court-appointed fiduciary sign it (§ 47-24-14). Sections 47-24-16 and 47-28-6(10) require a conforming petition, a $30 fee, and reports. A deceptively similar name must change under § 47-24-15. See the report cross-reference issue below.

Effect and review

On a conforming petition, the secretary files it and issues a certificate of reinstatement (§ 47-24-16). If denied, the secretary serves written reasons; the corporation may petition the circuit court within 30 days after service, attaching the dissolution certificate, application, and denial notice (§ 47-24-14.1). Section 59-11-25 displays a replacement annual-report filing-date rule effective January 1, 2027, allowing an anniversary-month or January 31 schedule.

What trips people up

The dissolution notice section refers to § 47-22-48 for service, but the current chapter 47-22 index marks §§ 47-22-42 to -51 repealed. The reinstatement section calls for reports under § 47-24-9, which the current code marks repealed; the live annual-report obligation appears in §§ 47-24-6 and 59-11-24 to -26. Those obsolete references leave the precise service mechanics and catch-up-report procedure unclear from the cited sections. Obtain the secretary's current filing and notice instructions before relying on a service date or submitting a petition.

Common questions

Does dissolution immediately end the nonprofit's existence?

No. Section 47-24-13.2 preserves existence for the stated winding-up and claimant-notice purposes.

Can the organization keep its old name on reinstatement?

Only if it does not trigger § 47-24-15's deceptively-similar-name rule.

Where is an appeal filed after a reinstatement denial?

Section 47-24-14.1 directs a petition to the circuit court of the county where the registered or principal office was located.

Statutes and sources

S.D. Codified Laws § 47-22-2

47-22-2. Applicability to domestic corporations. The provisions of chapters 47-22 to 47-28, inclusive, relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All nonprofit corporations organized before July 1, 1965, under any act repealed.

Source: https://sdlegislature.gov/api/Statutes/47-22-2.html (accessed 2026-09-29).

S.D. Codified Laws § 47-22-42

47-22-42 to 47-22-51. Repealed by SL 2008, ch 275, § 63.

Source: https://sdlegislature.gov/api/Statutes/47-22-42.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-6

47-24-6. Report required of domestic corporation. Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§ 59-11-24 to 59-11-26, inclusive.

Source: https://sdlegislature.gov/api/Statutes/47-24-6.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-13.1

47-24-13.1. Administrative dissolution. The secretary of state may commence a proceeding under § 47-24-13.2 to administratively dissolve a corporation if: (1) The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28, inclusive, or other law; (2) The corporation does not deliver its annual report to the secretary of state within sixty days after it is due; (3) The corporation is without a registered agent in this state for sixty days or more; (4) The corporation does not notify the secretary of state within sixty days that its registered agent has been changed or that its registered agent has resigned; or (5) The corporation's period of duration stated in its articles of incorporation expires.

Source: https://sdlegislature.gov/api/Statutes/47-24-13.1.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-13.2

47-24-13.2. Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent. If the secretary of state determines that one or more grounds exist under § 47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under § 47-22-48. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under § 47-22-48, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under § 47-22-48. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under chapter 47-26 and notify claimants under §§ 47-26-4 and 47-26-34. Administrative dissolution of a corporation does not terminate the authority of its registered agent.

Source: https://sdlegislature.gov/api/Statutes/47-24-13.2.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-14

47-24-14. Petition for reinstatement after dissolution of corporate existence--Execution and filing. Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the information therein contained shall be given as of the date of the execution of such petition. Such petition shall be executed for the corporation by the chairman of the board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.

Source: https://sdlegislature.gov/api/Statutes/47-24-14.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-14.1

47-24-14.1. Denial of reinstatement--Appeal--Court action. If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under § 47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement to the circuit court of the county where the corporation's registered office or principal office was located within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's notice of denial. The court may order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed in the same manner as in any other civil proceedings.

Source: https://sdlegislature.gov/api/Statutes/47-24-14.1.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-15

47-24-15. Change of name required on reinstatement. If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§ 47-22-9 to 47-22-11, inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of authority has been granted, or to the name of any limited partnership certified or registered in this state, such reinstated corporation shall be required to adopt another name.

Source: https://sdlegislature.gov/api/Statutes/47-24-15.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-16

47-24-16. Conforming petition for reinstatement filed--Certificate. If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under § 47-28-6, together with submission of the reports required under § 47-24-9, the secretary of state shall endorse the word "filed" on the original and the copy and the month, day, and year of filing. He shall file the original in his office and issue a certificate of reinstatement of corporation to which he shall affix the copy. The certificate of reinstatement of corporation, together with the copy of the petition for reinstatement, shall be returned to the applicants or their representatives.

Source: https://sdlegislature.gov/api/Statutes/47-24-16.html (accessed 2026-09-29).

S.D. Codified Laws § 47-24-9

47-24-9 to 47-24-12. Repealed by SL 2008, ch 275, § 65.

Source: https://sdlegislature.gov/api/Statutes/47-24-9.html (accessed 2026-09-29).

S.D. Codified Laws § 47-28-6

47-28-6. Filing fees. The secretary of state shall charge and collect fees for: (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars; (2) Filing articles of amendment and issuing a certificate of amendment, fifteen dollars; (3) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, fifteen dollars; (4) Filing articles of dissolution, five dollars; (5) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, one hundred twenty-five dollars; (6) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars; (7) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, five dollars; (8) Filing any other statement or report, including an annual report, of a foreign corporation, ten dollars; (9) Filing an annual report of a domestic nonprofit corporation under chapter 47-24, ten dollars; (10) Filing a petition for reinstatement and issuing a certificate of reinstatement, thirty dollars; and (11) Filing a notice of sale, transfer, or merger, fifteen dollars.

Source: https://sdlegislature.gov/api/Statutes/47-28-6.html (accessed 2026-09-29).

S.D. Codified Laws § 59-11-24

59-11-24. Annual report--Aggregated report by secretary. Each filing entity or qualified foreign entity, except a bank organized under § 51A-3-1.1, a limited partnership organized pursuant to chapter 48-7, or a series of a limited liability company established under §§ 47-34A-701 to 47-34A-707, inclusive, shall deliver to the Office of the Secretary of State for filing an annual report that sets forth: (1) The name of the filing entity or qualified foreign entity; (2) The jurisdiction under whose law it is formed; (3) The address of its principal office, wherever located; (4) The information required by § 59-11-6; (5) The names and business addresses of its governors except: (a) If a business corporation has eliminated its board of directors pursuant to § 47-1A-732, the annual report must set forth the names of the shareholders instead; and (b) If a limited liability company is member-managed, the names and business addresses of its governors need not be set forth; and (6) Whether the entity owns any agricultural land, as defined in § 43-2A-1, and, if so, whether the entity has any foreign beneficial owners. If the entity referenced in subdivision (6) is a foreign entity or has any foreign beneficial owners, the filing must also include: (a) A legal description of the agricultural land or a description of the land's common location; (b) The total acreage of agricultural land held by the entity; and (c) The current use of the agricultural land. Information in the annual report must be current as of the date the annual report is executed on behalf of the filing entity or qualified foreign entity. Any other provisions of law notwithstanding, the annual report may be executed by any authorized person. Any amendment filed is a supplement to, and not in place of, the annual filing required by this section. On or before December first of each year, the Office of the Secretary of State shall make available to the public an aggregated report listing all foreign entities and entities with foreign beneficial ownership that indicated they owned agricultural land during the reporting period. For each entity listed, the report must include the information gathered under this section.

Source: https://sdlegislature.gov/api/Statutes/59-11-24.html (accessed 2026-09-29).

S.D. Codified Laws § 59-11-25

59-11-25. Time for filing annual report. The first annual report shall be delivered to the Office of the Secretary of State before the first day of the second month of the year following the year in which a filing entity or qualified foreign entity, except a bank organized pursuant to § 51A-3-1.1 and limited partnership organized pursuant to chapter 48-7, was authorized to transact business. The subsequent annual report shall be delivered to the Office of the Secretary of State by the same date each subsequent year. Source: SL 2008, ch 275, § 25. Effective January 1, 2027 SDLRC - Codified Law 59-11-25 - Time for filing annual report. 59-11-25. Time for filing annual report--Exceptions--Indication on formation document--Change-of-filing-date form. Except in the case of a bank organized pursuant to § 51A-3-1.1 and a limited partnership organized pursuant to chapter 48-7, any entity that is required by law to file an annual report must do so: (1) In the month representing the first-year anniversary of the entity's formation and in each same month annually thereafter; or (2) Beginning in the calendar year after the entity's formation, on or before January thirty-first, and each January thirty-first thereafter. At the time of formation, an entity shall indicate on the formation document which filing date the entity has selected. An entity that is in good standing with the secretary of state and observes the filing date set in subdivision (1) may choose to observe the filing date set in subdivision (2) and an entity that is in good standing with the secretary of state and observes the filing date set in subdivision (2) may choose to observe the filing date set in subdivision (1), by submitting to the secretary of state a change-of-filing-date form.

Source: https://sdlegislature.gov/api/Statutes/59-11-25.html (accessed 2026-09-29).

S.D. Codified Laws § 59-11-26

59-11-26. Correction of annual report. If an annual report does not contain the information required by § 59-11-24, the secretary of state shall promptly notify the filing entity or qualified foreign entity in writing and return the report to it for correction. If the report is corrected to contain the information required by § 59-11-24 and delivered to the Office of the Secretary of State within thirty days after the effective date of notice, it is deemed to be timely filed.

Source: https://sdlegislature.gov/api/Statutes/59-11-26.html (accessed 2026-09-29).