A South Dakota Certificate of Good Standing is a one-page document containing information indicating whether a business is allowed to legally operate in the state. The certificate is issued by the South Dakota Secretary of State.

Information About the Certificate of Good Standing

There are many reasons why a Certificate of Good Standing may be required. The most common reason is the necessity for foreign qualification or authorization to do business or other types of business transactions. The Certificate of Good Standing, in these situations, serves as the formal proof needed to show that a company is authorized to do business in the state.

In South Dakota, a Certificate of Good Standing is often required and for several reasons. These may include but are not limited to:

  • Loans
  • Renewal of business licenses
  • Tax purposes
  • Other business purposes in South Dakota or another state
  • To apply to do business in a state other than South Dakota

A corporation, LLC, LP, or LLP registered in South Dakota may require the Certificate of Good Standing in order to qualify as a foreign corporation in another state. For attorneys needing to find out if they or another attorney is in good standing with the state of South Dakota, a Certificate of Good Standing is necessary from the South Dakota Supreme Court.

For South Dakota attorneys planning to practice in the U.S. District Court system may be required to have a certificate issued by the U.S. District Court for the District of South Dakota. An exception to the good standing certificate is if the information needed is to confirm whether the tax liabilities of a South Dakota corporation or LLC have been paid. For this, you will need a Tax Status Compliance Certificate.

The cost of a certificate of good standing varies from state to state. In South Dakota, the cost depends on two things: the type of company and how quickly the certificate is needed. For example, corporations, nonprofit corporations, limited liability companies (LLCs), limited partnerships, and limited liability limited partnerships can order a Certificate of Good Standing online from the Secretary of State for $20.

Registering a Foreign LLC in South Dakota

If you are planning to do business in South Dakota and registered in another state, you will need to file as a "foreign entity." To do this, follow these steps:

  1. Fill out an application for an LLC foreign business. Include the name of the LLC, state of formation, the address of the principal office, its period of duration, phone and fax numbers, and the registered agent's name and address in South Dakota.
  2. You will also select whether the company is manager-managed or member-managed. If it is manager-managed, include the name and address of each manager. You will also note whether the debts and obligations of the company will be the responsibility of one or more members. Date the form, print out your name, and sign the application along with your title.
  3. Once the application is completed, print copies and mail to the Secretary of State Office, 500 E. Capitol Avenue, Pierre, SD 57501 along with the $750 filing fee and a copy of the Certificate of Good Standing.

Renewing a Foreign Entity Certificate of Good Standing

For a foreign entity to retain its good standing and continue to operate in the state, you must renew the business each year with the South Dakota Secretary of State. This may be done online. The filing fee is $50 and is required to complete the renewal process. Renewal applications may also be filed through the mail. Download and print out the application, fill it out, and send the completed application along with the filing fee to the South Dakota Secretary of State Office.

Other Names for Certificate of Good Standing

When asking about or researching information about a Certificate of Good Standing, keep in mind it is known by or referred to by many names. These include:

  • Certificate of Authority
  • Certificate of Authorization
  • Certificate of Compliance
  • Certificate of Fact
  • Certificate of Existence
  • Certificate of Qualification
  • Certificate of Standing
  • Certificate of Status
  • Certificate of Subsistence
  • Letter of Good Standing
  • Letter of Status

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