Updated September 4, 2026. Quick answer: a dissolved South Dakota corporation reinstates by filing Application for Reinstatement (Domestic Business Corporation), filed with the South Dakota Secretary of State, Business Services Division under SDCL 47-1A-1421 (procedure for and effect of administrative dissolution) and SDCL 47-1A-1422 (reinstatement following administrative dissolution), South Dakota Business Corporation Act for $300, with no statutory deadline to do it.
If you’d rather have the reinstatement filed for you
Bizee can prepare and file the South Dakota reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.
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The filing, and what South Dakota calls it
South Dakota calls this process ‘reinstatement following administrative dissolution.’ It is triggered when the Secretary of State has administratively dissolved a corporation under SDCL 47-1A-1421 (typically for failing to file an annual report, maintain a registered agent, or pay required fees) after a 60-day cure notice goes unanswered. The corporation then applies to the Office of the Secretary of State under SDCL 47-1A-1422, curing the dissolution grounds and obtaining a Department of Revenue tax clearance; once approved, the Secretary of State cancels the certificate of dissolution and issues a certificate of reinstatement that relates back to the dissolution date, as if the dissolution never occurred.
How long you have to reinstate
South Dakota sets no deadline for reinstating a dissolved corporation. SDCL 47-1A-1422 states the corporation ‘may apply to the Office of the Secretary of State for reinstatement any time after the effective date of dissolution’ – the statute sets no cutoff number of years. The SOS’s own Reinstatement Instructions and Business FAQ pages likewise describe the process without mentioning any expiration window. This is unlike some other states that impose a fixed years-after-dissolution deadline. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (SDCL 47-1A-1422)
What you must pay before it goes through
South Dakota will not reinstate the corporation until every year it sat delinquent is paid for. Before the Secretary of State will process reinstatement: (1) all delinquent Annual Reports must be filed, each carrying the standard Annual Report filing fee ($50 if filed online, $65 if filed on paper) plus a $50 late fee per delinquent report; (2) any other unpaid filing fees or penalties tied to the grounds for dissolution must be resolved; (3) an APPROVED Tax Clearance Certificate from the South Dakota Department of Revenue – confirming all state taxes and fees administered by that department and owed by the corporation have been paid – must be received directly by the Secretary of State’s office before the reinstatement application can even be processed; and (4) the $300 reinstatement filing fee itself, payable to the Secretary of State. (SDCL 47-1A-1422; SOS Reinstatement Instructions (sosenterprise.sd.gov/BusinessServices/Business/ReinstatementInstr.aspx); SOS Annual Report Instructions (sosenterprise.sd.gov/BusinessServices/Business/AnnualReportInstr.aspx); SOS Application for Reinstatement – Domestic Business Corporation form (sdsos.gov/docs/business/corporation-domestic-applicationreinstatement.pdf))
Whether your name is still yours
Your original name is not guaranteed to still be yours. Neither SDCL 47-1A-1421 nor 47-1A-1422 grants a dissolved corporation any special reservation or protection of its name during the dissolution period, and the SOS’s public Business FAQ page contains no statement protecting the name either. SDCL 47-1A-1422 requires the reinstatement application itself to affirmatively confirm that ‘the corporation’s name satisfies the requirements’ of the Business Corporation Act (distinguishability, checked at the time reinstatement is sought). This is a reasoned inference from the reinstatement application’s own naming-compliance condition, not an explicit statutory statement that another entity can take the name – presented as a time-sensitive risk rather than a guaranteed outcome. Check South Dakota’s business-name database before assuming the reinstatement filing will go through under the old name. (SDCL 47-1A-1422; SDCL 47-1A-401.1)
What the filing costs
South Dakota’s Application for Reinstatement (Domestic Business Corporation), filed with the South Dakota Secretary of State, Business Services Division carries a $300 filing fee. The $300 figure is the Secretary of State’s flat Application for Reinstatement fee specifically for a domestic BUSINESS CORPORATION, confirmed on both the SOS’s official Application for Reinstatement PDF form and the SOS’s Reinstatement Instructions page (which lists it alongside the LLC fee $150 and nonprofit fee $30). Does NOT include separate delinquent Annual Report fees ($50 online/$65 paper per report) plus $50 late fee per delinquent report, nor Department of Revenue tax-clearance costs.
What this page does not answer
Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by South Dakota’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.
This page covers a for-profit business corporation. If you are reinstating an LLC in South Dakota instead, the filing, fee and statute are different: see reinstating 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 as a source of law; those are the only publishers of the competing versions.
- SDCL 47-1A-1421 – Procedure for and effect of administrative dissolution: https://sdlegislature.gov/api/Statutes/47-1A-1421.html
- SDCL 47-1A-1422 – Reinstatement following administrative dissolution: https://sdlegislature.gov/api/Statutes/47-1A-1422.html
- SDCL 47-1A-401.1 – Corporate name distinguishability requirement: https://sdlegislature.gov/api/Statutes/47-1A-401.1.html
- SD Secretary of State – Reinstatement Instructions (Business Services): https://sosenterprise.sd.gov/BusinessServices/Business/ReinstatementInstr.aspx
- SD Secretary of State – Annual Report Instructions (fees and late fees): https://sosenterprise.sd.gov/BusinessServices/Business/AnnualReportInstr.aspx
- SD Secretary of State – Application for Reinstatement, Domestic Business Corporation (official form/PDF): https://sdsos.gov/docs/business/corporation-domestic-applicationreinstatement.pdf
- SD Secretary of State – Business Services FAQs (dissolution, reinstatement, name availability): https://sdsos.gov/Division%20of%20Business%20Services/FAQs/default.aspx