Dissolving a company in South Dakota
The state-level facts for closing an LLC or corporation in South Dakota: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
South Dakota LLC
- Dissolution filing
- Articles of Termination (Domestic Limited Liability Company) — filed with the South Dakota Secretary of State. (official source)
- Filing fee
- $10 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report
- Domestic LLC annual report is $70 by paper (the fee includes the $15 paper-filing surcharge; online filing costs $15 less); delinquent reports add $55. File any due reports before terminating; the obligation ends at termination. South Dakota has no franchise tax. (official source)
- Final state return
- South Dakota imposes no corporate income tax and no individual income tax, so there is no final state income tax return. (official source)
Worth knowing
- South Dakota has no corporate income tax, no individual income tax, and no state wage withholding - the state-tax wind-down is essentially sales/excise tax plus the reemployment assistance account.
- Paper filings carry a $15 surcharge on many Secretary of State filings (the paper annual report's $70 fee includes it).
- The Department of Revenue tax clearance certificate is only required for reinstatement, not dissolution.
- Unemployment insurance is called 'reemployment assistance' in South Dakota and is administered by the Department of Labor & Regulation.
- Sales tax licenses are not transferable; a buyer or successor entity must obtain a new license, and cancellations run through EPath.
- The termination fee ($10) is among the lowest in the country.
South Dakota corporation
- Dissolution filing
- Articles of Dissolution (Domestic Business Corporation) — filed with the South Dakota Secretary of State. (official source)
- Filing fee
- $10 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report
- Domestic corporation annual report is $70 by paper (the fee includes the $15 paper-filing surcharge; online filing costs $15 less); delinquent reports add $55. File any due reports before dissolving; the obligation ends at dissolution. South Dakota has no franchise tax. (official source)
- Final state return
- South Dakota imposes no corporate income tax, so there is no final state corporate income tax return (federal final return still applies). (official source)
Worth knowing
- South Dakota has no corporate income tax, no individual income tax, and no state wage withholding - the state-tax wind-down is essentially sales/excise tax plus the reemployment assistance account.
- Paper filings carry a $15 surcharge on many Secretary of State filings (the paper annual report's $70 fee includes it).
- The Department of Revenue tax clearance certificate is only required for reinstatement, not dissolution.
- Unemployment insurance is called 'reemployment assistance' in South Dakota and is administered by the Department of Labor & Regulation.
- Sales tax licenses are not transferable; a buyer or successor entity must obtain a new license, and cancellations run through EPath.
- Changes in corporate officers do not require a new tax license, but a change in ownership or legal organization does.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.