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How to Dissolve a Corporation in South Dakota (Articles of Dissolution (Domestic Business Corporation), $10)

Updated September 4, 2026. Quick answer: a South Dakota for-profit corporation dissolves by filing Articles of Dissolution (Domestic Business Corporation) under SDCL 47-1A-1403 (the filing itself); authorization under SDCL 47-1A-1401 (corporation that has not issued shares or not commenced business; majority of incorporators/initial directors) or SDCL 47-1A-1402 to 47-1A-1402.3 (board proposes, shareholders approve) for $10, and South Dakota does not gate the filing on a tax clearance certificate.

The filing, and what South Dakota calls it

For an operating corporation, the board must propose dissolution to shareholders and recommend it (SDCL 47-1A-1402), all shareholders must be notified of the meeting (47-1A-1402.2), and the proposal is adopted by shareholder approval at a meeting with a quorum of at least a majority of votes entitled to be cast, unless the articles/board require more (47-1A-1402.3). The Articles of Dissolution filed with the Secretary of State (SDCL 47-1A-1403) must state the corporation’s name, the date dissolution was authorized, and, if shareholder-approved, a statement that the proposal was duly approved as required by the SD Business Corporation Act and the articles of incorporation. The corporation is dissolved on the effective date of the articles. A simpler pre-issuance path exists under SDCL 47-1A-1401 for a corporation that has not issued shares or commenced business. Post-dissolution, the corporation exists only to wind up (SDCL 47-1A-1405), and dissolution may be revoked within 120 days (47-1A-1404).

The tax clearance question

South Dakota does not gate the Articles of Dissolution (Domestic Business Corporation) on a tax clearance certificate. No SD Department of Revenue tax clearance certificate is required before the Secretary of State will accept/file voluntary Articles of Dissolution. SDCL 47-1A-1403 lists only three required content items and no DOR clearance; the SOS’s own official dissolution form (rev. Feb 2018) has no DOR-clearance field or attachment requirement. A DOR Tax Clearance Certificate IS required, but only for the separate filing of Reinstatement Following Administrative (involuntary) Dissolution under SDCL 47-1A-1422(4), which requires the application to ‘contain a certificate from the Department of Revenue… reciting that all taxes and fees administered and collected by the department which are owed by the corporation have been paid’; confirmed independently by the SD SOS’s own Corporations FAQ page, which states the DOR certificate ‘MUST be received by our office prior to the reinstatement paperwork.’ This reinstatement rule is not a gate on voluntary dissolution. (SDCL 47-1A-1422(4) (reinstatement only, not voluntary dissolution)) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

South Dakota makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Permissive, not mandatory, with two independent optional tracks. Known claims (SDCL 47-1A-1406): a dissolved corporation ‘may dispose of the known claims against it’ by written notice to known claimants at any time after the dissolution’s effective date; the notice must state a claims deadline ‘not fewer than one hundred twenty days from the effective date of the written notice,’ and claims not received by that deadline are barred. Unknown/other claims (SDCL 47-1A-1407, 47-1A-1407.1): a dissolved corporation ‘may also publish notice of its dissolution’ one time in a newspaper of general circulation in the county of its principal office (or Hughes County if none in-state); this bars claims from claimants who didn’t get written notice, whose timely claim wasn’t acted on, or whose claim is contingent/future, unless suit is commenced within three years after the publication date. (SDCL 47-1A-1406 (known claims, minimum 120-day deadline); SDCL 47-1A-1407 and 47-1A-1407.1 (publication notice, 3-year bar))

What the filing costs

The Articles of Dissolution (Domestic Business Corporation) carries a $10 filing fee. Flat $10 fee, confirmed on both the SD SOS’s live fee schedule (‘Articles of Dissolution $10’) and on the face of the official Articles of Dissolution form itself (‘FILING FEE: $10, Make check payable to SECRETARY OF STATE’).

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by South Dakota’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in South Dakota instead, the filing, fee and statute are different: see dissolving an LLC in South Dakota.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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