How to Amend a South Dakota Articles of Incorporation

Articles of Incorporation are a set of documents filed with the South Dakota Secretary of State to create a legal corporation. This is a crucial part of corporation formation, and without it, you cannot operate your business as a legal corporate entity. This document contains general information about the business, but sometimes this information changes. If it does, you may find yourself needing to file a South Dakota Articles of Incorporation Amendment. 

If you’re just starting your South Dakota corporation, see how using our South Dakota corporate formation service can streamline the administrative process, allowing you to get your business off and running on the right foot.

Step 1: Determine if you need to change your South Dakota Articles of Incorporation

Inaccuracies in a business’s Articles of Incorporation can cause the company to fall out of compliance with state regulations. For example, imagine your corporation votes to change the name of the business. If approved and the business name on the Articles of Incorporation is different than the one being used, this could cause multiple problems. This concern is valid for several changes that must be officially made to the Articles of Incorporation. Undocumented changes can also be confusing for shareholders, investors, or lenders who may look to the document to determine the basic information about the corporation. 

South Dakota corporations also have the option to include internal structure, protocol, and procedures in their Articles of Incorporation. Under South Dakota law, this can also include stipulations for dissolution, liquidation, and other internal affairs consistent with state law and corporation bylaws. 

Again, investors and lenders appreciate consistency and may request a Certificate of Good Standing. This document can be obtained from the South Dakota Secretary of State and confirms that your corporation has met all the requirements to operate as a business. If you have not filed a South Dakota Articles of Incorporation Amendment to reflect the changes in your business, you may be ineligible for a Certificate of Good Standing. 

Step 2: Review the requirements for your your South Dakota amendment

It’s important to understand what changes need to be reported on your South Dakota Articles of Incorporation Amendment. In South Dakota, you can generally change any of the original Articles of Incorporation as long as the board of directors approves the amendments.

According to state law, these amendments may include:

• Extending the limited duration of a corporation
• Changing the corporate name through a simple substitution such as an abbreviation, a different term demonstrating that the company is a corporation, or changing geographical attribution
• Replacing names and addresses of initial directors
• Making certain changes to shares when the corporation has only one outstanding class of shares
• Reflecting changes in authorized shares 
• Changing the registered agent if other amendments are being made

Step 3: Find out if additional filings are required

Other changes may require a vote by shareholders, including additional changes to the corporation name and number and classification of shares when it impacts shareholder rights. 

If you only need to amend your corporation’s registered agent, you may file just the Statement of Change form. Registered agents are a requirement for South Dakota corporations. Check our registered agent service to make this process easier and keep your corporation compliant. 

Step 4: File to Amend South Dakota Articles of Incorporation

After your South Dakota Articles of Incorporation Amendments have been approved by all necessary parties, it’s time to file with the Secretary of State. You will need to have the following information: 

• Name of the corporation
• Business identification number
• The text of each adopted amendment
• Provisions for implementing certain changes to issued shares
• Date of amendment adoption
• Voting approval information 

Submit South Dakota Articles of Incorporation Amendments in person or by mail. Processing usually takes two business days. Expedited service is available if needed. 

We’re here for your South Dakota compliance needs

If you’re concerned about all of the details that go into filing an amendment to South Dakota Articles of Incorporation, our Worry-Free Compliance service can help keep you up to date and includes two amendments each year. In addition to amendments, our compliance service helps you keep track of other important filings to make your burden a little easier.

Keeping your South Dakota Articles of Incorporation up to date is an important part of corporate maintenance and vital to staying legally compliant. This prevents penalties, fees, and the risk of dissolution. We can help you stay current on annual reports, amendments, and other corporate filings that may slip your mind while you’re doing what you do best: running your business. Our services allow you to focus on the task in front of you with less stress about the paperwork.