Nonprofit Corporation Formation Filing in South Dakota

At a glance

Requirements one by one

Under § 47-22-5, one or more adults deliver articles to the Secretary of State. Electronic delivery is permitted to the extent the office allows.

Name and purpose

Section 47-22-6(1)–(3) requires a name, duration, and purpose. Section 47-22-4 generally permits any lawful purpose, while § 47-22-7 bars a name implying a purpose outside the articles.

Members and directors

The articles state no-member status when applicable under § 47-22-6(4). Member-class terms may appear in articles or bylaws under § 47-23-1. Section 47-22-6(6) requires the selection method for directors not chosen by member classes; paragraph (9) requires the first board's count, names, and addresses.

Agent and consent

The articles carry the registered-agent information specified by § 59-11-6. Appointment of a named agent affirms that the agent consented.

Fee and effect

Section 47-28-6(1) sets a $30 fee for articles and the certificate. Section 47-22-13 starts existence on certificate issuance. Section 47-28-19 permits a later effective date no later than the ninetieth day after filing.

What trips people up

A no-member corporation needs the express no-member statement. Section 47-22-6 also requires a director-selection statement when directors are not elected or appointed by member classes.

Common questions

Must the initial directors be identified? Yes. Section 47-22-6(9) requires their number, names, and addresses.

Can the filing be delayed? Section 47-28-19 permits a stated later effective time and date within its ninetieth-day limit.

Statutes and sources

• S.D. Codified Laws § 47-22-4: “Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, any one or more of the following purposes:” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-5: “One or more natural persons of the age of majority may act as incorporators of a corporation by delivering to the secretary of state the articles of incorporation for such corporation. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-6(1)–(6): “The articles of incorporation shall set forth: (1) The name of the corporation; (2) The period of duration, which may be perpetual; (3) The purpose or purposes for which the corporation is organized; (4) If the corporation is to have no members, a statement to that effect; (5) If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation designating the class or classes of members and stating the qualifications and rights of the members of each class; (6) If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed;” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-6(8)–(10): “(8) The information required by § 59-11-6 ; (9) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors; and (10) The name and address of each incorporator.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-7: “The corporate name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-23-1: “A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or by the bylaws.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 59-11-6: “A registered agent filing must state: (1) The name of the represented entity's commercial registered agent; or (2) If the entity does not have a commercial registered agent: (a) The name and address of the entity's noncommercial registered agent; or (b) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 59-11-6: “The appointment of a registered agent pursuant to subdivision (1) or subsection (2)(a) is an affirmation by the represented entity that the agent has consented to serve as such.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-12: “One original and one exact or conforming copy of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, when all fees have been paid as prescribed in chapter 47-28 , he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2) File the original in his office; and (3) Issue a certificate of incorporation to which he shall affix the copy.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-22-13: “Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-28-6(1): “Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars;” Official source (accessed 2026-10-01).

• S.D. Codified Laws § 47-28-19: “Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may specify delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.” Official source (accessed 2026-10-01).