Foreign Qualification Application

SOUTH DAKOTA FOREIGN QUALIFICATION PREPARATION WORKSHEET

Do not file this worksheet. Transfer the completed information to the current South Dakota Secretary of State online filing or official paper form.

1. SELECT THE CORRECT TRACK

☐ Track A — Foreign business corporation: Application for Certificate of Authority, SDCL § 47-1A-1503

☐ Track B — Foreign limited liability company: Application for Certificate of Authority, SDCL § 47-34A-1002

Entity's exact legal name: [________________________________]

Home jurisdiction: [________________________________]

Entity type confirmed from home-jurisdiction records: [________________________________]

Stop and obtain the correct entity-specific form if the applicant is not a business corporation or limited liability company.

2. CONFIRM WHETHER AUTHORITY IS REQUIRED

Describe the entity's present and planned South Dakota activities:

[____________________________________________________________]

[____________________________________________________________]

Date South Dakota activities began or are expected to begin: [__/__/____]

☐ South Dakota counsel confirmed that the activities require qualification

☐ The entity has not begun activities requiring qualification

SDCL § 47-1A-1501 requires a foreign corporation to obtain authority before transacting business, but lists activities that do not, by themselves, constitute transacting business, including maintaining proceedings or bank accounts, selling through independent contractors, certain out-of-state-accepted orders, securing or collecting debts, owning property without more, a qualifying isolated transaction, and interstate commerce. SDCL § 47-34A-1002 requires a foreign LLC to obtain a certificate before doing business. Obtain legal review before relying on an exception.

3. CURRENT FILING ROUTES AND FEES

The Secretary of State currently offers online filing and links the official paper applications from its corporation and LLC forms pages. The statutory fees and the amounts printed on the current paper forms are:

The Secretary of State's forms pages state that the paper amounts for filings offered online include an additional $15 paper-filing fee. Confirm the live fee immediately before submission.

Chosen filing route: ☐ Online ☐ Paper

Base filing fee: $[____________]

Paper-filing or other applicable fee: $[____________]

Total: $[____________]

4. HOME-JURISDICTION CERTIFICATE

Both current official applications require a one-page original certificate of existence issued by the home-jurisdiction secretary of state or other official who has custody of the entity's records. SDCL §§ 47-1A-1503 and 47-34A-1002 require a certificate of existence or similar authenticated record.

Issuing official: [________________________________]

Certificate title: [________________________________]

Certificate issue date: [__/__/____]

Planned South Dakota filing date: [__/__/____]

☐ Certificate is an original issued by the correct records official

☐ Certificate is one page, as directed by the current paper application

☐ Entity name and jurisdiction match the application exactly

The current linked applications and current statutes do not print a fixed certificate-age limit. Confirm the Secretary of State's current acceptance rule before ordering and filing the certificate rather than relying on older guidance.

5. TRACK A — FOREIGN BUSINESS CORPORATION

Complete this section only for a foreign business corporation. SDCL § 47-1A-1503 and the current official application require the following information.

5.1 Name and formation

Exact corporate name: [________________________________]

South Dakota name, if the exact name is unavailable: [________________________________]

Home jurisdiction: [________________________________]

Date of incorporation: [__/__/____]

Period of duration: ☐ Perpetual ☐ Until [__/__/____] ☐ Other [____________]

If the real name is unavailable, SDCL § 47-1A-1506 permits a qualifying name addition or a fictitious name supported by a board resolution certified by the corporate secretary.

☐ Name checked against current South Dakota records

☐ Certified board resolution attached if a fictitious name will be used

5.2 Principal office

Street address: [________________________________]

City, state, ZIP, and country: [________________________________]

Mailing address, if different: [________________________________]

Email address, if provided: [________________________________]

5.3 Principal officers and directors

Attach additional entries if needed. The corporation application does not request an authorized-share schedule or a description of the corporation's South Dakota business.

6. TRACK B — FOREIGN LIMITED LIABILITY COMPANY

Complete this section only for a foreign LLC. SDCL § 47-34A-1002 and the current official application require the following information.

6.1 Name and formation

Exact LLC name: [________________________________]

Alternate South Dakota name, if required: [________________________________]

Home jurisdiction: [________________________________]

☐ Name contains an accepted LLC designation or an alternate name has been adopted

6.2 Principal and required home-jurisdiction offices

Principal-office street address: [________________________________]

City, state, ZIP, and country: [________________________________]

Principal-office mailing address, if different: [________________________________]

Email address, if provided: [________________________________]

Does the home jurisdiction require the LLC to maintain an office there? ☐ Yes ☐ No

If yes, required-office street address: [________________________________]

Required-office mailing address, if different: [________________________________]

6.3 Series status

Is the LLC authorized under its home law to establish one or more series? ☐ Yes ☐ No

If yes, stop and use the Secretary of State's series-specific filing and provide the matters required by SDCL § 47-34A-702. This general worksheet does not prepare a series qualification.

The general foreign-LLC application does not request a formation date, duration, member or manager roster, authorized shares, or a business-purpose description.

7. SOUTH DAKOTA REGISTERED AGENT

SDCL § 59-11-6 permits the registered-agent filing to identify a commercial registered agent, a noncommercial registered agent, or—where available for the entity type—the title of an office or position whose holder receives process. The current foreign LLC form provides only commercial and noncommercial-agent options.

Selected agent type:

☐ Commercial registered agent — CRA number: [____________]

☐ Noncommercial registered agent

☐ Corporation office holder, if used on the current corporation form

Agent name or office title: [________________________________]

South Dakota street address: [________________________________]

City and ZIP: [________________________________]

Mailing address, if different: [________________________________]

Email address, if provided: [________________________________]

☐ Agent consent to serve has been obtained

☐ A physical South Dakota address is provided; a mailing address is added separately if different

8. EXECUTION

Entity name: [________________________________]

Signature: [________________________________]

Printed name: [________________________________]

Title or capacity: [________________________________]

Date: [__/__/____]

Email, if provided: [________________________________]

The current official forms require an authorized person's signature, printed name, title, and date. They do not include a notary acknowledgment. For corporations, SDCL § 47-1A-120 expressly provides that a filed document may, but need not, contain an acknowledgment or verification.

9. PRE-FILING CHECKLIST

☐ Correct corporation or LLC track selected

☐ Need to qualify reviewed under the correct entity statute

☐ Current online filing or official paper form opened

☐ Live filing fee confirmed

☐ Exact legal name and home jurisdiction match the certificate

☐ South Dakota alternate or fictitious name completed, if required

☐ Original one-page certificate of existence attached

☐ Principal-office street and mailing addresses completed

☐ Corporation formation date, duration, officers, and directors completed, if applicable

☐ LLC required home-jurisdiction office and series status completed, if applicable

☐ Registered-agent option, South Dakota street address, and consent confirmed

☐ Authorized person signed and dated the filing; no unnecessary notary block added

☐ Filing copy and payment record retained

10. ANNUAL REPORTS

SDCL §§ 59-11-24 through 59-11-26 govern annual reports for qualified foreign entities; SDCL § 47-34A-211 expressly applies those provisions to foreign LLCs.

The first annual report is due before February 1 of the year after the year in which South Dakota authority was granted. Each later report is due by the same date each year. The current statutory annual-report fee is $55; the current paper form lists $70, and a delinquent report carries an additional $55 fee.

South Dakota authority date: [__/__/____]

First statutory deadline: before 02/01/[____]

Responsible person: [________________________________]

☐ Annual deadline calendared

The annual report must contain current entity, jurisdiction, principal-office, registered-agent, and governor information, subject to the statutory rules for corporations without boards and member-managed LLCs. It also asks whether the entity owns agricultural land and, if so, whether it has foreign beneficial owners; additional land information is required in the circumstances stated in SDCL § 59-11-24.

11. CHANGES, WITHDRAWAL, AND CANCELLATION

Corporation

• SDCL § 47-1A-1504 requires an amended certificate of authority if the corporation changes its name, duration, jurisdiction of incorporation, or information required by SDCL § 59-11-6.
• The current corporation amended-certificate form lists a $250 fee.
• To end authority, file the current Application for Certificate of Withdrawal under SDCL § 47-1A-1520; the current fee is $10.

LLC

• Use the current foreign-LLC amended-certificate form for an amendment to the certificate of authority; the current fee is $750.
• SDCL § 47-34A-1006 requires a registered-agent name or address change statement within 30 days and authorizes revocation if the LLC does not maintain an agent, timely report, or timely pay required fees or penalties.
• To end authority, file the current Notice of Cancellation under SDCL § 47-34A-1007; the current fee is $10.

Registered-agent changes

The Secretary of State currently provides separate corporation/entity and LLC statements of change under SDCL § 59-11-11. The statutory statement-of-change fee is $10, while the current paper forms list $25.

12. SOURCES AND REFERENCES

• South Dakota Secretary of State — Business Corporation Forms
• South Dakota Secretary of State — Limited Liability Company Forms
• SDCL § 47-1A-122 — Corporation filing fees
• SDCL § 47-1A-1501 — Foreign corporation authority and exceptions
• SDCL § 47-1A-1503 — Corporation application contents
• SDCL § 47-1A-1504 — Corporation amended authority
• SDCL § 47-1A-1520 — Corporation withdrawal
• SDCL § 47-34A-1002 — LLC application contents
• SDCL § 47-34A-1006 — LLC revocation grounds and procedure
• SDCL § 47-34A-1007 — LLC cancellation
• SDCL § 47-34A-212 — LLC qualification and annual-report fees
• SDCL § 47-34A-1206 — LLC amendment and other filing fees
• SDCL § 47-34A-211 — LLC annual-report requirement
• SDCL § 59-11-6 — Registered-agent filing information
• SDCL § 59-11-11 — Registered-agent changes
• SDCL § 59-11-24 — Annual-report contents
• SDCL § 59-11-25 — Annual-report deadline
• SDCL § 59-11-26 — Correction of annual reports