Form Your South Dakota C Corporation

The state filing fee for Articles of Incorporation is $150, paid to the South Dakota Secretary of State. The ongoing cost is a $55 annual report each year. Our service fee is added on top of the state fee.

Online filings with the South Dakota Secretary of State are typically processed in about one business day. Filings submitted by mail take roughly five days.

No. South Dakota has no state corporate income tax, no personal income tax, and no franchise tax. The only income tax on profits is the flat 21% federal corporate income tax; the state sales tax is 4.2%.

Venture capital firms and institutional investors almost always require the C corporation structure because it supports issuing stock and equity, a clean cap table, priced rounds, and SAFEs. A board of directors, corporate bylaws, and perpetual existence make it the standard vehicle for raising outside capital.

A C corporation pays the 21% federal corporate income tax on its profits, and shareholders pay tax again on dividends they receive — this is the 'double taxation' of dividends. Because South Dakota has no state corporate or personal income tax, only the federal layer applies at the state level.

Founders who receive restricted stock should consider filing an 83(b) election with the IRS within 30 days of receiving the stock to lock in tax treatment early. Qualified Small Business Stock benefits under Section 1202 may also apply to qualifying C corporation shares, potentially excluding gain on a future sale — eligibility depends on your specific facts.

No. Under FinCEN's March 2025 interim final rule, US domestic entities and US persons are exempt from Beneficial Ownership Information reporting. Only foreign-formed entities registered to do business in a US state still file.

Your corporation's annual report is due during the anniversary month of incorporation each year, filed with the South Dakota Secretary of State. The fee is $55.