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Form a Business

FOREIGN NONPROFIT CORPORATIONS

SDCL tit. 47, ch. 47-27
in effect

SDCL § 47-27-1 Certificate of authority to do business--Application--Contents of application--Forms--Execution.

47-27-1. Certificate of authority to do business--Application--Contents of application--Forms--Execution. Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth: (1) The name of the corporation and the state or country under the laws of which it is incorporated; (2) The date of incorporation and the period of duration of the corporation; (3) The street address of the principal office of the corporation in the state or country under whose laws it is incorporated; (4) The information required by § 59-11-6; (5) The purpose or purposes of the corporation in engaging in business in this state; (6) The names and respective addresses of the directors and officers of the corporation; and (7) Such additional information as may be necessary in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to engage in business in this state. An original and one exact or conforming copy of the application shall be made on forms prescribed and furnished by the secretary of state and shall be executed and acknowledged by the chair of the board of directors, by the corporation's president, or by another of the corporation's officers. SL 1965, ch 24, § 69; SL 1989, ch 393, § 34; SL 1990, ch 367, § 16; SL 2004, ch 280, § 6; SL 2008, ch 275, § 68.

SDCL § 47-27-2 Delivery of application to secretary of state.

47-27-2. Delivery of application to secretary of state. The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in the state or country under whose laws it is incorporated. 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. SL 1965, ch 24, § 70; SL 1989, ch 393, § 35; SL 2012, ch 222, § 9.

SDCL § 47-27-3 Approval by secretary of state--Endorsement and filing.

47-27-3. Approval by secretary of state--Endorsement and filing. If the secretary of state finds that an application delivered to him pursuant to § 47-27-2 conforms 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 in his office the original of the application and the certificate of existence or equivalent document; and (3) Issue a certificate of authority to conduct affairs in this state to which he shall affix the copy. The certificate of authority, together with the copy of the application affixed thereto, shall be returned to the corporation or its representative. SL 1965, ch 24, § 70; SL 1989, ch 393, § 36.

SDCL § 47-27-4 Issuance of certificate of authority--Authority conferred by certificate.

47-27-4. Issuance of certificate of authority--Authority conferred by certificate. Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in this chapter. SL 1965, ch 24, § 71.

SDCL § 47-27-5 Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.

47-27-5. Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in chapters 47-22 to 47-28, inclusive, shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation. SL 1965, ch 24, § 65.

SDCL § 47-27-6 Certificate as conferring no greater rights than those enjoyed by local corporations.

47-27-6. Certificate as conferring no greater rights than those enjoyed by local corporations. A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as otherwise provided in chapters 47-22 to 47-28, inclusive, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. SL 1965, ch 24, § 66.

SDCL § 47-27-7 Corporate name as affecting right to certificate--Purpose indicated by name.

47-27-7. Corporate name as affecting right to certificate--Purpose indicated by name. No certificate of authority shall be issued to a foreign corporation if the corporate name of such corporation shall 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. SL 1965, ch 24, § 67 (1).

SDCL § 47-27-8 Name similar to or same as other corporation.

47-27-8. Name similar to or same as other corporation. No certificate of authority may be issued to any corporation unless its corporate name conforms to the requirements of chapter 47-22 pertaining to names of corporations. SL 1965, ch 24, § 67 (2); SL 1989, ch 393, § 37; SL 1992, ch 323, § 2.

SDCL § 47-27-9 Change of name to prohibited name--Suspension of certificate of authority.

47-27-9. Change of name to prohibited name--Suspension of certificate of authority. Whenever a foreign corporation which is authorized to conduct affairs in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and it shall not thereafter do or engage in any business in this state until it has changed its name to a name which is available to it under the laws of this state. SL 1965, ch 24, § 68.

SDCL § 47-27-10 Certificate as not authorizing acts prohibited locally.

47-27-10. Certificate as not authorizing acts prohibited locally. No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under chapter 47-22 is prohibited from conducting. SL 1965, ch 24, § 65.

SDCL § 47-27-11 Certificate as requisite for doing business.

47-27-11. Certificate as requisite for doing business. No foreign corporation shall have the right to do or engage in any business in this state until it shall have procured a certificate of authority so to do from the secretary of state. SL 1965, ch 24, § 65.

SDCL § 47-27-12 Failure to obtain certificate as barring suit within state.

47-27-12. Failure to obtain certificate as barring suit within state. No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim, or demand arising out of the conduct of affairs by such corporation in this state, until a certificate of authority shall have been obtained by such corporation or by a corporation which has acquired all or substantially all of its assets. SL 1965, ch 24, § 82.

SDCL § 47-27-13 Failure to obtain certificate as not barring defense to action within state.

47-27-13. Failure to obtain certificate as not barring defense to action within state. The failure of a foreign corporation to obtain a certificate of authority to do or engage in any business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state. SL 1965, ch 24, § 82.

SDCL § 47-27-14 Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general.

47-27-14. Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general. A foreign corporation which does or engages in any business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it did or engaged in any business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by chapter 47-28 upon such corporation had it duly applied for and received a certificate of authority to do or engage in any business in this state as required by this chapter and thereafter filed all reports required by this chapter and chapter 47-28, plus all interest and penalties imposed by this chapter or chapter 47-28 for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section. SL 1965, ch 24, § 82.

SDCL § 47-27-17 Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority.

47-27-17. Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority. Any foreign corporation authorized to do or engage in business in this state shall procure an amended certificate of authority if it changes its corporate name or desires to pursue other or additional purposes than those set forth in its application for a certificate of authority by making application therefor to the secretary of state. The requirements for the form and contents of such application, manner of its execution, filing of an original and one exact or conforming copy of the application with the secretary of state, issuance of an amended certificate of authority and effect thereof are the same as for an original application for a certificate of authority. SL 1965, ch 24, § 77; SL 1990, ch 367, § 17.

SDCL § 47-27-18 Annual reports by foreign corporations.

47-27-18. Annual reports by foreign corporations. Any foreign corporation authorized to engage in business in this state, shall file an annual report pursuant to §§ 59-11-24 to 59-11-26, inclusive. SL 1965, ch 24, § 83; SL 1966, ch 21; SL 1967, ch 14, § 3; SL 1989, ch 393, § 40; SL 2004, ch 280, § 10; SL 2008, ch 275, § 69.

SDCL § 47-27-29 Contract or tort within state as consent to serve secretary of state.

47-27-29. Contract or tort within state as consent to serve secretary of state. If a foreign corporation makes a contract with a resident of South Dakota to be performed in whole or in part by either party in South Dakota, or if such foreign corporation commits a tort in whole or in part in South Dakota against a resident of South Dakota, such acts shall be deemed to be doing business in South Dakota by the foreign corporation and shall be deemed equivalent to the appointment by the foreign corporation of the secretary of state of the State of South Dakota and his successors to be its true and lawful attorney upon whom may be served all lawful process in any actions or proceedings against the foreign corporation arising from or growing out of such contract or tort. The making of the contract or the committing of the tort shall be deemed to be the agreement of the foreign corporation that any process against it which is so served upon the secretary of state shall be of the same legal force and effect as if served personally within the State of South Dakota. SL 1965, ch 24, § 74.

SDCL § 47-27-32 Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.

47-27-32. Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application. Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth: (1) The name of the corporation and the state or country under whose laws it is incorporated; (2) That the corporation is not doing or engaging in any business in this state; (3) That the corporation surrenders its authority to do or engage in any business in this state; (4) That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on such corporation by service thereof on the secretary of state; and (5) A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on him. The original application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the chairman of the board, by the corporation's president or by another of the corporation's officers, or, if the corporation is in the hands of a receiver, trustee or by other court-appointed fiduciary, by that fiduciary. SL 1965, ch 24, § 78; SL 1989, ch 393, § 43; SL 2012, ch 222, § 10.

SDCL § 47-27-33 Endorsement and filing by secretary of state--Issuance of certificate of withdrawal.

47-27-33. Endorsement and filing by secretary of state--Issuance of certificate of withdrawal. The original application for withdrawal shall be delivered to the secretary of state. 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. If the secretary of state finds that such application conforms to the provisions of this chapter, when all fees have been paid as prescribed in chapter 47-28, the secretary of state 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 withdrawal to which he shall affix the copy. The certificate of withdrawal, together with the copy of the application for withdrawal affixed, shall be returned to the corporation or its representative. SL 1965, ch 24, § 79; SL 1989, ch 393, § 44; SL 2012, ch 222, § 11.

SDCL § 47-27-34 Cessation of authority to conduct local business.

47-27-34. Cessation of authority to conduct local business. Upon the issuance of a certificate of withdrawal pursuant to § 47-27-33, the authority of the corporation to conduct affairs in this state shall cease. SL 1965, ch 24, § 79.

SDCL § 47-27-35 Revocation of certificate of authority--Grounds for revocation.

47-27-35. Revocation of certificate of authority--Grounds for revocation. The certificate of authority of a foreign corporation to do or engage in any business in this state may be revoked by the secretary of state upon the conditions prescribed in § 47-27-36 when: (1) The corporation has failed to file its annual report within the time required or has failed to pay any fees or penalties prescribed by this chapter or chapter 47-28 when they have become due and payable; or (2) The corporation has failed to appoint and maintain a registered agent in this state; or (3) The corporation has failed, after change of its registered agent, to file in the Office of the Secretary of State a statement of such change; or (4) The corporation has failed to file in the Office of the Secretary of State any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or (5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such corporation pursuant to chapters 47-22 to 47-28, inclusive. SL 1965, ch 24, § 80; SL 2008, ch 275, § 71.

SDCL § 47-27-36 Notice and procedure for revocation--Time for notice--Corrective action by corporation.

47-27-36. Notice and procedure for revocation--Time for notice--Corrective action by corporation. No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless: (1) He shall have given the corporation not less than sixty days' notice thereof by mail addressed to its registered office in this state; and (2) The corporation shall fail prior to revocation to file such annual report, or pay such fees or penalties, or file the required statement or change of registered agent, or file such articles of amendment or articles of merger, or correct such misrepresentation. SL 1965, ch 24, § 80.

SDCL § 47-27-37 Issuance and filing of certificate of revocation--Notice to corporation.

47-27-37. Issuance and filing of certificate of revocation--Notice to corporation. Upon revoking any certificate of authority, the secretary of state shall: (1) Issue an original and one exact or conforming copy of a certificate of revocation; (2) File the original in his office; and (3) Mail to the corporation at its registered office in this state a notice of revocation accompanied by the copy. SL 1965, ch 24, § 81; SL 1989, ch 393, § 45.

SDCL § 47-27-38 Cessation of authority to do business locally.

47-27-38. Cessation of authority to do business locally. Upon the issuance of such certificate of revocation, the authority of the corporation to do or engage in any business in this state shall cease. SL 1965, ch 24, § 81.
Source: South Dakota Legislature (sdlegislature.gov)URL: https://sdlegislature.gov/Statutes/47-27Fetched: 10/20/2026

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