Are you looking to start a nonprofit corporation in South Dakota, but you’re not entirely familiar with how the formation process works?
Forming a nonprofit organization can have some tricky compliance requirements, and you don’t want to risk making any mistakes during this process. In this guide, we’ll discuss all the relevant details of forming a nonprofit corporation in South Dakota.
To get started, please reference our 11-step guide below or hire a professional online incorporation service to get started.
Guru Tip: To see how some of the top online nonprofit incorporation services stack up, here are two of our most popular comparisons - Incfile vs LegalZoom & Northwest Registered Agent vs LegalZoom.
How to Form a South Dakota Nonprofit Corporation (in 11 Steps)
1) Name Your Nonprofit
The first step for forming a nonprofit organization in any state is to come up with a strong name for it. Remember that the name of your nonprofit is often your best opportunity to make a good first impression with people, and you should clearly describe your organization’s mission in your name.
Before you become too attached to one name idea, you should run a Business Information Search on the South Dakota Secretary of State website. This will tell you if someone else is already using your desired name, or if it’s available for your nonprofit to use.
Get Your Nonprofit URL
To solidify your brand and to fully lean into your nonprofit name, register the URL. Through GoDaddy you can easily register it and build a professional website so that nobody else can use or claim it.
2) Designate an Incorporator and an Initial Board of Directors
The incorporator is the person who is responsible for preparing, signing, and filing your nonprofit’s Articles of Incorporation. This document is the form that officially creates your organization with the state of South Dakota.
At this time, you should also choose your initial board of directors.
In South Dakota, you are required to have at least three people on your initial board.
3) Designate a Registered Agent
South Dakota nonprofit corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation.
Who Can Be My Registered Agent? A registered agent must have a physical address within the state of South Dakota where mail and legal notices can be served during regular business hours. You can hire a service to act as your registered agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The South Dakota Secretary of State says that,
The South Dakota registered agent functions as the point of contact for a business entity registered in South Dakota. A registered agent MUST be a resident of South Dakota, with BOTH a physical and mailing address in South Dakota.”
Our Recommendation
We recommend hiring a professional registered agent service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or corporate or personal address off the public record.
Guru Tip: You can get a free registered agent service when hiring an incorporation service to form a nonprofit corporation. See our review of Incfile and review of Northwest Registered Agent to learn more.
4) File the Articles of Incorporation
The official document required to form your nonprofit corporation with the state of South Dakota is the Articles of Incorporation.
This four-page document includes all of the vital information describing the organizational structure of your nonprofit, including the following information:
- Name of your nonprofit corporation
- Purpose for forming your nonprofit corporation
- Duration of your corporation, including closing date if not perpetual
- Whether or not your corporation will have members
- Principal office of your corporation
- Name and address of your registered agent, and their CRA# if using a commercial registered agent
- Name and address of each incorporator
- Name and address of each director
- Provisions regarding your organization’s members (if applicable)
- Provisions for your internal affairs
- Signatures of authorized officers
Once you’ve finished filling out this form, you’ll need to write a check for $30 and mail it along with your Articles of Incorporation to the following address:
Secretary of State Office
500 E Capitol Ave
Pierre, SD 57501
The South Dakota Secretary of State typically processes nonprofit corporation formations within 3-5 business days of receiving your certificate. This processing time assumes that all of your information has been filed correctly.
5) Acquire an EIN
According to the IRS, every nonprofit corporation should obtain a federal tax ID number, otherwise known as an employer identification number (EIN).
The EIN enables your nonprofit to hire employees, open business bank accounts, and file for 501(c)(3) tax exempt status. The process to acquire an EIN is quite simple, and includes the preparation and filing of one simple form. Obtaining an EIN is also free.
6) Establish Bylaws and a Conflict of Interest Policy
Think of the bylaws as a governing document for how your nonprofit corporation will be operated. Bylaws outline procedures for things like holding meetings, outlining your membership structure, defining your corporate purpose, describing the responsibilities of your board of directors, and other important details.
A conflict of interest arises when a contributor to your nonprofit has personal interests that compete with those of your corporation.
The conflict of interest policy protects your nonprofit in these situations. It includes a duty to disclose clause that says anyone involved with your nonprofit must disclose any financial interests and material facts to your directors. It also outlines procedures for addressing conflicts of interest if they ever arise.
7) Hold an Initial Meeting and Establish Your Corporate Record
At this point, you’re ready to hold an initial organizational meeting with your board of directors. At this important meeting, you need to elect directors and officers, approve the bylaws and conflict of interest policy, and adopt resolutions.
As with any meeting of your nonprofit corporation, you should take detailed notes of everything that takes place. This documentation can then become part of your corporate record, which is a permanent written record of all important organizational decisions.
8) File for South Dakota Tax Exemption
Since South Dakota doesn’t levy a corporate income tax, you won’t need to file for an income exemption. (You will, however, want to file for a federal income tax exemption from the IRS). In addition, some entities, such as religious institutions, nonprofit hospitals, or private education groups, are exempt from the state sales tax. However, these organizations will first need to file for an exemption certificate. For more information on this important step, the South Dakota Department of Revenue offers a guide for exempt organizations that can help.
9) Register for Charitable Fundraising
South Dakota does not require charitable organizations to register prior to soliciting funds for their cause. However, the state does work to ensure that consumers have confidence that their contributions go to the intended cause. South Dakota offers consumers this guide to charities and contributions; you may find it helpful to read through so you can avoid any potential pitfalls.
10) Obtain Business Licenses and Permits
While South Dakota does not have a general business license that applies to all companies operating in the state, there are hundreds of industry-specific permits and licenses that you may need to acquire for your organization.
For one, South Dakota upholds the licensing requirements of any federally-regulated industries. Check here to determine if your business must be licensed by a federal agency.
You’ll also want to take a look at the state’s guide to business licensing to determine if any of them will apply to your nonprofit corporation.
Your city or county may also require general business licenses. Here some of the largest cities in South Dakota which require local licenses:
11) Acquire Insurance
Every business with employees located in the state of South Dakota is required by law to obtain two different kinds of insurance policies: workers’ compensation and unemployment insurance.
You can learn more about these insurance types and how they apply to South Dakota businesses by visiting the South Dakota Department of Labor and Regulation or the Unemployment Insurance division websites. No matter what line of business your nonprofit is in, you need these policies.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
Where Can I Find Help for My South Dakota Nonprofit?
The process of forming and maintaining nonprofit corporations can be tricky, no matter which state you’re located. Fortunately, there are great resources in South Dakota to help you out in case you get stuck.
As for the state of South Dakota, if you require assistance, you can always turn to the South Dakota Community Foundation. In their own words, the Foundation “can help nonprofits apply for and receive grants, or set up an agency endowment fund to grow their endowment.” The Foundation can help you sort through the red tape of grant applications, increase your donor base, and much more.
In addition, if you would rather hire a service to incorporate your nonprofit for you, that’s an option as well. There are plenty of services that can handle much of the formation process, leaving you more time to focus on the actual operation of your nonprofit corporation.
These service providers (like Northwest Registered Agent) also offer valuable and convenient bonus features, like the inclusion of a full year of registered agent service with the purchase of a nonprofit formation package. They can save you a considerable amount of hassle, and all without costing an arm and a leg.
Conclusion
As you can see, there are quite a few crucial steps that you’ll need to take if you want to form a compliant nonprofit corporation in the state of South Dakota. However, it’s important to remember that if you need help at any time, it is available to you ― you don’t need to DIY the entire process.
We hope this guide helped you understand the details of the South Dakota nonprofit corporation process, and we wish you the best of luck with your new charitable organization!