For complete and current information concerning South Dakota corporations you should go to the South Dakota Secretary of State. The following is not an attempt to present all you need to know when forming a corporation in South Dakota but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.
The information herein is cited from the South Dakota Secretary of State and South Dakota Laws. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified.
South Dakota corporation name:
A South Dakota corporation’s name must contain the term, “corporation”, “incorporated”, “company”, or “limited”, or an abbreviation thereof; or terms or abbreviations of like import in another language. The name cannot contain language stating or implying that the corporation is organized for a purpose other than that permitted by South Dakota law and its articles of incorporation. Other than as may be authorized in South Dakota law, the name must be distinguishable upon the records of the secretary of state from the name of any other entity on file or reserved with the secretary of state.
South Dakota corporation board of directors:
Except as provided in South Dakota law, a corporation must have a board of directors consisting of one or more individuals, with the number being specified in, or fixed in accordance with, the articles of incorporation or bylaws. Directors need not be residents of South Dakota or shareholders of the corporation unless the articles of incorporation or bylaws so prescribe. The articles of incorporation or bylaws may prescribe qualifications for directors.
South Dakota corporation officers:
A South Dakota corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. The board of directors may elect individuals to fill one or more of the offices. If authorized by the bylaws or the board of directors, an officer may appoint one or more officers. The board of directors or the bylaws shall assign to one of the officers responsibility for preparing the minutes of the meetings of directors and shareholders and for maintaining and authenticating the records of the corporation that are required to be kept by South Dakota law. One person may simultaneously hold more than one office in a corporation.
South Dakota corporation shareholders’ and directors’ meetings:
Annual shareholders’ meetings shall be held at a time stated in, or fixed in accordance with, the bylaws. Annual shareholders' meetings may be held in or out of South Dakota, at the place stated in, or fixed in accordance with, the bylaws. If a place is not stated in, or fixed in accordance with, the bylaws, annual meetings shall be held at the principal office of the corporation.
Special shareholders meetings shall be held on the call of the board of directors or the person(s) authorized to do so by the articles of incorporation or bylaws; or upon the demand of a sufficient number of shareholders as prescribed in South Dakota law. In addition, South Dakota law sets forth circumstances under which the court of the county where a corporation's principal office is located in South Dakota, or, if none is in South Dakota, the circuit court of Hughes County, may summarily order that a meeting be held.
The board of directors may hold regular or special meetings in or out of South Dakota. Unless the articles of incorporation or bylaws provide otherwise, directors may participate in regular or special meetings through the use of any communication whereby all persons participating in the meeting can hear each other at the same time.
South Dakota taxes:
Visit the South Dakota Department of Revenue web site.
Start forming your corporation now:
If you’re ready to form a South Dakota corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.