The Application for Certificate of Authority (Foreign Cooperative) is a form of the South Dakota Secretary of State, printed with the citation SDCL 47-19-2. A cooperative that was incorporated under the laws of another state or jurisdiction uses it to ask for authority to do business in South Dakota. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form and the filing rules remain with the Secretary of State at sdsos.gov.
Last updated
What is Application for Certificate of Authority – South Dakota?
The Application for Certificate of Authority for a foreign cooperative is the South Dakota Secretary of State form that a cooperative incorporated outside South Dakota completes to apply for a certificate of authority under SDCL 47-19-2.
The form is issued by the South Dakota Secretary of State Office in Pierre and has three pages and 13 numbered items. It asks for the cooperative's name, the state or jurisdiction of incorporation, the date and period of duration of incorporation, the principal office address, a South Dakota registered agent, the purpose of its business in South Dakota, its current officers and directors, its number of members and class, its authorized shares and its issued shares. Item 12 leaves room for any additional information the Secretary of State needs to decide whether the cooperative is entitled to a certificate of authority.
Item 13 ties the application to a supporting document: an original Certificate of Existence, or a document of similar import, authenticated by the official who keeps corporate records where the cooperative is incorporated.
The Secretary of State's cooperatives page separates Foreign Forms, used by organizations whose state of incorporation is not South Dakota, from Domestic Forms, used by organizations incorporated in South Dakota. This form belongs to the foreign group. The same page says no forms are available for forming a new cooperative: you create your own documents, following the appropriate statutes. The printed revision is Feb 2018.
Who needs to file Application for Certificate of Authority – South Dakota?
A cooperative whose state of incorporation is not South Dakota files this application when it seeks a certificate of authority from the South Dakota Secretary of State. The Secretary of State's cooperatives page places it among the Foreign Forms, which are the forms for organizations incorporated elsewhere.
Who completes it:
- An authorized person of the cooperative signs the application and prints their name and title. The form does not describe any other representative.
- A registered agent in South Dakota must be named in item 6. The form allows a noncommercial registered agent (which may be an individual), a commercial registered agent, or an office holder, and you complete only one of the three.
Who does not use it:
- A cooperative incorporated in South Dakota. It uses the Domestic Forms listed by the Secretary of State, such as the annual report or the statement of change of registered office or agent.
- Anyone forming a new cooperative. The agency page says forms are not available for that and that you must prepare your own documents under the appropriate statutes.
When to file Application for Certificate of Authority – South Dakota
File this application when a cooperative incorporated outside South Dakota is ready to ask the Secretary of State for a certificate of authority, since the form is that request. No due date is printed on the form. The authenticated Certificate of Existence required by item 13 has to be delivered together with the completed application, so obtain it from the official who keeps corporate records in the state of incorporation before you assemble the package. For timing questions the form does not answer, contact the Secretary of State Office at (605)773-4845 or [email protected].
Documents you need
- Original Certificate of Existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or jurisdiction where the cooperative is incorporated (item 13).
How to fill out Application for Certificate of Authority – South Dakota
Enter the cooperative's name and jurisdiction
Item 1: the name of the cooperative. Item 2: the state or other jurisdiction under whose laws it is incorporated.
Give incorporation date and duration
Item 3: the date of incorporation. Item 4: the period of duration of incorporation.
Enter the principal office address
Item 5: the street address, city, state and ZIP+4 of the executive offices. Add a mailing address only if it differs from the street address; the email address is optional.
Name the South Dakota registered agent
Item 6: complete only one of (a) a noncommercial registered agent, (b) a commercial registered agent with its CRA#, or (c) the title of an office or position with the business. For (a) and (c) give the actual street address in this state; the mailing address and email are optional.
State the purpose of your business
Item 7: write the purpose or purposes for which the corporation is engaging in business in South Dakota.
List officers and directors
Item 8: enter the name and usual business address of the President, Vice President, Secretary, Treasurer and up to three directors. Place a check mark next to the name if the principal officer serves as a director.
Report members and class
Item 9: enter the aggregate number of members and the class of those members, if any.
Itemize authorized shares
Item 10: for each class enter the number of shares the cooperative has authority to issue, the class, the series if any, and the par value per share or a statement that the shares are without par value.
Itemize issued shares
Item 11: repeat the same breakdown (number, class, series, par value or no-par statement) for the shares issued.
Add any additional information
Item 12: write whatever further information the Secretary of State needs to determine whether the cooperative is entitled to a certificate of authority.
Sign and date the application
On page 3, enter the date, the signature of an authorized person, the printed name and the title; the email is optional. Do not sign if you know any material statement is false.
Review and download the completed PDF
Check each item against item 13's document requirement, then download or print the completed PDF from FillingPDF. Assemble the package described under How to submit.
How to submit Application for Certificate of Authority – South Dakota
The Secretary of State's cooperatives page says you may print the form, complete it in ink if you prefer, and mail it. The heading of the form gives the office details: Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501; telephone (605)773-4845; email [email protected]. The form names no other channel.
Include in the package:
- The completed application, signed and dated by an authorized person.
- The original Certificate of Existence, or a document of similar import, duly authenticated as item 13 requires.
- The filing fee. A filing fee applies. The form says to make the check payable to SECRETARY OF STATE. Confirm the current amount with the office by phone or email before you send it.
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Completing more than one of (a), (b) and (c) under item 6; the form says to complete only one registered agent option.
- Listing a commercial registered agent without its CRA# in item 6(b); the form says to get the number from the commercial registered agent.
- Leaving out the original Certificate of Existence or document of similar import that item 13 says must be delivered with the application.
- Sending a Certificate of Existence that is not duly authenticated by the Secretary of State or other official holding the corporate records where the cooperative is incorporated.
- Writing a mailing address where item 6 asks for the actual street address in South Dakota of the registered agent or business office.
- Forgetting the check mark next to the name of a principal officer who also serves as a director in item 8.
- Making the filing fee check payable to anyone other than SECRETARY OF STATE.
- Signing the application knowing a material statement is false; the form warns of civil and/or criminal penalty (SDCL 47-1A-129; 22-39-36).
- Using this foreign form for a cooperative incorporated in South Dakota, which uses the Domestic Forms.
Frequently asked questions
What is the application for certificate of authority for a foreign cooperative?
It is the South Dakota Secretary of State form, citing SDCL 47-19-2, that a cooperative incorporated outside South Dakota uses to apply for a certificate of authority. It collects the cooperative's identity, registered agent, purpose, officers, members and shares.
Who must use this form instead of a domestic cooperative form?
Cooperatives whose state of incorporation is not South Dakota use it, because the Secretary of State lists it among the Foreign Forms. A cooperative incorporated in South Dakota uses the Domestic Forms, such as the annual report.
What do I have to attach to the application?
Item 13 requires an original Certificate of Existence, or a document of similar import, duly authenticated by the Secretary of State or other official holding the corporate records where the cooperative is incorporated. Send it with the completed application.
Who can be the registered agent in item 6?
Item 6 allows one of three choices: a noncommercial registered agent, which may be an individual; a commercial registered agent, listed with its CRA# obtained from that agent; or an office holder. Complete only one of (a), (b) or (c).
Is there a filing fee and how do I pay it?
Yes. The form states a filing fee and says to make the check payable to SECRETARY OF STATE. Confirm the current amount with the Secretary of State Office at (605)773-4845 or [email protected] before you send it.
Where do I send the application for certificate of authority?
The Secretary of State says to print the form and mail it. The form's heading gives the office as Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501. The form names no other submission channel.
Can I fill out this form online on FillingPDF?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service: it does not file the application or issue the certificate, so you submit the form to the Secretary of State yourself.
What happens if I sign with false information?
The form states that no person may execute it knowing it is false in any material respect, and that any violation may be subject to civil and/or criminal penalty under SDCL 47-1A-129 and 22-39-36.
Ready to fill out Application for Certificate of Authority – South Dakota?
Fill out Application for Certificate of Authority – South Dakota now