South Dakota


South Dakota, the catalyst, the original gangsta, the muse, the state behind the Wayfair decision, not surprisingly requires foreign corporations and limited liability companies to obtain a certificate of authority with the secretary of state to transact business within the state. The following activities do not constitute transacting business:

1) Maintaining, defending, or settling any proceeding;
2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
3) Maintaining bank accounts;
4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
5) Selling through independent contractors;
6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
9) (For Corporations) owning, without more, real or personal property;
10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and
11) Transacting business in interstate commerce.


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