When Is a Change of Registered Agent Required in South Dakota?
Under the South Dakota Codified Laws (S.D.C.L.) § 59-11-11, a domestic or foreign entity that desires to change its registered agent, its registered office address, or both must file a statement of change with the South Dakota Secretary of State. South Dakota requires every domestic filing entity and every foreign entity registered to transact business in the state to continuously maintain a registered agent and a registered office. The Secretary of State’s FAQ confirms that a business entity can be administratively dissolved or revoked for failure to keep a valid South Dakota registered agent on file.
This requirement applies to every entity type recognized under South Dakota law — domestic and foreign business corporations, LLCs, nonprofit corporations, cooperative associations, limited liability partnerships, and limited partnerships. For most entity types, the change is made by filing a Statement of Change of Registered Office or Registered Agent or Both under S.D.C.L. § 59-11-11. Limited partnerships, which follow a separate statutory framework under S.D.C.L. Title 48, Chapter 7, handle registered agent changes through a Certificate of Amendment rather than the standard statement of change form.
A change filing is required whenever any of the following circumstances arise:
- The current registered agent resigns under S.D.C.L. § 59-11-15
- The current registered agent moves out of South Dakota or is no longer a South Dakota resident
- The current registered agent’s address changes, whether due to a physical relocation, postal renaming, or other cause
- The registered agent is no longer available at the registered office address during normal business hours
- The entity voluntarily selects a new registered agent or commercial registered agent service
- The agent no longer consents to serve in the role
South Dakota law does not distinguish between a voluntary and an involuntary change — the filing requirement is the same in either case.
Grounds for Changing Your Registered Agent in South Dakota
The following are the most common grounds for filing a change of registered agent or registered office with the South Dakota Secretary of State:
| Ground | Filing Required |
| Registered agent resigns (S.D.C.L. § 59-11-15) | Yes — entity must file the appropriate statement of change or certificate of amendment to appoint a new agent |
| Registered agent relocates out of South Dakota | Yes — agent no longer meets the South Dakota residency or address requirement |
| Registered agent’s office address changes | Yes — address on file must remain current; entity files its own statement of change, or the agent files an agent-initiated statement of change under S.D.C.L. § 59-11-12 or § 59-11-13 |
| Entity switches to a commercial registered agent service | Yes — new agent designation must be filed, referencing the CRA number |
| Registered agent no longer available during normal business hours | Yes — eligibility requirement under S.D.C.L. § 59-11-5 |
| Agent no longer consents to serve | Yes — agent may file a Statement of Resignation; entity must then file to appoint a replacement |
| Entity changes its own address and registered office | Yes — registered office address must be updated to reflect the new physical location |
Because the entity’s registered agent information is part of the public record maintained by the Secretary of State — searchable through the Business Entities Filing Search — any inaccurate or outdated information must be corrected by filing the appropriate form promptly.
South Dakota Registered Agent Change Requirements
Before filing a statement of change, the following requirements under S.D.C.L. §§ 59-11-5 and 59-11-6 must be satisfied:
Eligibility of the new registered agent:
South Dakota’s Model Registered Agents Act recognizes three categories of persons who may serve as a registered agent. The Secretary of State’s FAQ describes these as follows:
- Option A – Noncommercial Registered Agent: An individual who resides in South Dakota, or a domestic or foreign entity that is registered in South Dakota and is not listed as a commercial registered agent. This is the most common designation for small businesses that name an individual — such as a member, officer, or director — as their agent.
- Option B – Commercial Registered Agent (CRA): An individual or entity that has filed a commercial registered agent listing statement with the Secretary of State under S.D.C.L. § 59-11-7 and received a CRA number. Professional registered agent services operate under this designation.
- Option C – Office Holder: The title of an office or other position within the entity — such as “President,” “Vice President,” “Secretary,” or “Treasurer” — if service of process is to be directed to whoever holds that position. This option does not apply to LLCs. Because the agent is identified by title rather than by name, a change in the individual holding the office does not require a new statement of change.
The filing entity itself cannot act as its own registered agent. A foreign entity serving as a noncommercial registered agent must be registered to do business in South Dakota.
Registered office address:
Under S.D.C.L. § 59-11-5, every filing that requires a South Dakota address must state an actual street address or rural route box number in the state, along with a mailing address if different. A P.O. Box, virtual office, mailbox-only service, or telephone answering service does not satisfy the registered office requirement. The registered office must be a physical location where service of process can be personally delivered during normal business hours, and its address must correspond to the registered agent’s business address.
Consent of the new registered agent:
The person or entity designated as the new registered agent must have consented to the appointment before the filing is made. Under S.D.C.L. § 59-11-6, “the appointment of a registered agent pursuant to [the filing] is an affirmation by the represented entity that the agent has consented to serve as such.” By signing the statement of change, the entity’s authorized officer affirms that the named agent has agreed to serve. The consent document is retained by the entity — it is not filed with the Secretary of State.
Note: Under S.D.C.L. § 59-11-27, no person may execute a statement of change knowing it is false in any material respect. A violation is subject to a civil penalty not to exceed $500.
Execution:
The statement of change must be signed by an authorized officer, manager, member, partner, or other governing person of the entity. South Dakota does not require notarization.
How to File a Statement of Change of Registered Office/Agent
A change of registered agent or registered office is made by filing the appropriate form with the South Dakota Secretary of State. South Dakota uses different paper forms depending on entity type, though all entity types except limited partnerships file under S.D.C.L. § 59-11-11.
The following table maps each entity type to its correct paper form:
| Entity Type | Paper Form | Statutory Authority |
| Domestic Business Corporation | Statement of Change of Registered Office or Registered Agent or Both | S.D.C.L. § 59-11-11 |
| Foreign Business Corporation | Same general entity form (above) | S.D.C.L. § 59-11-11 |
| Domestic LLC | Statement of Change – Limited Liability Company | S.D.C.L. § 59-11-11 |
| Foreign LLC | Same LLC form (above) | S.D.C.L. § 59-11-11 |
| Domestic Nonprofit Corporation | Statement of Change – Nonprofit Corporation | S.D.C.L. § 59-11-11 |
| Foreign Nonprofit Corporation | Same nonprofit form (above) | S.D.C.L. § 59-11-11 |
| Domestic Cooperative | General entity form (same as business corporations) | S.D.C.L. § 59-11-11 |
| Foreign Cooperative | General entity form (same as business corporations) | S.D.C.L. § 59-11-11 |
| Domestic LLP | General entity form (same as business corporations) | S.D.C.L. § 59-11-11 |
| Foreign LLP | General entity form (same as business corporations) | S.D.C.L. § 59-11-11 |
| Domestic Limited Partnership | Certificate of Amendment – Domestic Limited Partnership | S.D.C.L. § 48-7-202 |
| Foreign Limited Partnership | Amended Registration – Foreign Limited Partnership | S.D.C.L. § 48-7-202 |
Each statement of change form (for entities other than limited partnerships) requires the following information:
- Entity identification: The entity’s Secretary of State Business ID number and exact legal name as registered.
- Current agent on file: The name and address of the registered agent currently on record.
- New registered agent designation: The filer completes only one of the available options. Option (a) names a noncommercial registered agent by name and South Dakota street address. Option (b) names a commercial registered agent by CRA name and CRA number. Option ©, available on the corporation, nonprofit, and cooperative forms but not on the LLC form, designates an office holder title and the business office address.
- Signature and date: An authorized officer of the entity signs and dates the form, affirming that the information is accurate and that the new agent has consented to serve.
For limited partnerships, the registered agent change is handled through Section 4 of the Certificate of Amendment form, which includes the same agent designation options (noncommercial, commercial, or office holder). The certificate of amendment must be signed by at least one general partner under S.D.C.L. § 48-7-204(2).
Note: When filing online through Business Services Online, do not attach the PDF form — the portal collects the required information directly.
Filing Method: Online vs. Mail
The statement of change may be filed online or by mail. The Secretary of State’s FAQ confirms that online filings are processed immediately, while paper filings are generally processed within one to three business days.
| Method | Details |
| Online | File through Business Services Online at sosenterprise.sd.gov. The portal accepts Visa, MasterCard, Discover, and American Express credit and debit cards. Only the base $10 filing fee applies — no paper processing surcharge. Online filings are processed immediately upon submission. |
| Print and sign the appropriate paper form and mail it with a check payable to “Secretary of State” to: Secretary of State, 500 E Capitol Ave, Pierre, SD 57501. An additional $15 paper processing fee applies to most entity types filing paper documents that could have been filed online. Nonprofit corporations are exempt from the paper processing surcharge. Paper filings are typically processed within one to three business days. |
The online portal requires the entity’s Business ID number. Entities that do not know their Business ID can look it up through the Filing Search tool on the Secretary of State’s website before beginning the process. For limited partnerships, which do not use the standard Statement of Change form, the Certificate of Amendment must be filed by mail using the paper form.
Registered Agent Change Filing Fees by Entity Type
Filing fees for the statement of change are established by S.D.C.L. § 59-11-3, which sets a $10 base fee per filing entity for a statement of change. Limited partnerships pay a higher fee because their registered agent changes require a Certificate of Amendment under a different statutory chapter. The complete Secretary of State fee schedule confirms these rates.
| Entity Type | Filing Fee (Online) | Filing Fee (Paper) |
| Domestic Business Corporation | $10 | $25 ($10 + $15 paper surcharge) |
| Foreign Business Corporation | $10 | $25 ($10 + $15 paper surcharge) |
| Domestic LLC | $10 | $25 ($10 + $15 paper surcharge) |
| Foreign LLC | $10 | $25 ($10 + $15 paper surcharge) |
| Domestic Nonprofit Corporation | $10 | $10 (exempt from paper surcharge) |
| Foreign Nonprofit Corporation | $10 | $10 (exempt from paper surcharge) |
| Domestic Cooperative | $10 | $25 ($10 + $15 paper surcharge) |
| Foreign Cooperative | $10 | $25 ($10 + $15 paper surcharge) |
| Domestic LLP | $10 | $25 ($10 + $15 paper surcharge) |
| Foreign LLP | $10 | $25 ($10 + $15 paper surcharge) |
| Domestic Limited Partnership | $125 (Certificate of Amendment) | $125 |
| Foreign Limited Partnership | $125 (Amended Registration) | $125 |
Checks must be made payable to “Secretary of State.” Online filers pay by Visa, MasterCard, Discover, or American Express credit or debit card.
There is no filing fee for a Statement of Resignation of Registered Agent. The commercial registered agent termination statement carries a $10 fee. Expedited service — defined as completion sooner than the normal course of business upon request — is available for an additional $50 fee.
Effective Date of a Registered Agent Change in South Dakota
A statement of change filed under S.D.C.L. § 59-11-11 takes effect on filing. South Dakota’s Model Registered Agents Act does not provide a delayed effective date option or a future-event condition on the statement of change — the new registered agent and registered office information replace the prior record as soon as the Secretary of State accepts the filing.
Immediate effect: The statement of change becomes effective when the Secretary of State accepts the filing. For online submissions, the Secretary of State’s FAQ confirms that online filings are processed immediately. Paper filings are typically processed within one to three business days after receipt.
Expedited processing: Entities that need their filing processed ahead of the standard queue may request expedited service for an additional $50 fee. This option is available for any business entity filing and moves the document to the front of the processing queue.
Once the filing takes effect, the entity’s registered agent record is updated in the Secretary of State’s database, and the former agent’s authority to accept service of process on behalf of the entity terminates.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own address — but the same individual or organization continues to serve as agent — the agent may notify the Secretary of State directly by filing an agent-initiated statement of change, rather than requiring each represented entity to file individually. South Dakota provides separate mechanisms depending on whether the agent is a noncommercial registered agent or a commercial registered agent.
Noncommercial Registered Agent Address Change
Under S.D.C.L. § 59-11-12, a noncommercial registered agent that changes its name or address must file a statement of change with respect to each represented entity. The filing must state the name of the entity, the agent’s current name and address on file, and the new name or address. This filing takes effect upon acceptance and covers only the agent’s own name or address — it cannot appoint a different agent. The noncommercial registered agent “shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.”
Commercial Registered Agent Address Change
Under S.D.C.L. § 59-11-13, a commercial registered agent that changes its name, address, or type of organization files a single Commercial Registered Agent Statement of Change. Unlike the noncommercial process, a single filing by a CRA is effective to update the information for every entity the CRA represents — there is no need for separate per-entity filings. The CRA must promptly furnish each represented entity with notice of the filing and the changes made.
| Feature | Entity-Filed Statement of Change | Noncommercial Agent Statement of Change (§ 59-11-12) | Commercial Agent Statement of Change (§ 59-11-13) |
| Filed by | The entity | The noncommercial registered agent | The commercial registered agent |
| Purpose | Change agent, office, or both | Update agent’s own name or address | Update CRA’s name, address, or organization type |
| Can appoint a new agent | Yes | No | No |
| Covers multiple entities | No — one filing per entity | No — one filing per entity | Yes — one filing covers all represented entities |
| Notice to entity required | — | Promptly after filing | Promptly after filing |
| Signed by | Entity’s authorized officer | The agent | The CRA or its authorized officer |
The fee for a commercial registered agent statement of change is $10 per entity represented, covering both active and inactive entities. Because commercial registered agents may represent hundreds or thousands of entities, this fee can be substantial. There is no separate fee cap by entity type — the per-entity rate applies uniformly.
What Happens After the Change Is Filed
After the Secretary of State accepts and files the statement of change:
- The entity’s registered agent and registered office information in the Secretary of State’s records is updated to reflect the new designation.
- The filing is effective as a change to the entity’s registered agent filing — the entity’s formation document or foreign qualification document is treated as reflecting the updated agent information.
- The new registered agent’s name and registered office address become part of the entity’s public filing history and are searchable through the Secretary of State’s online records.
- The former registered agent’s authority to receive service of process on behalf of the entity terminates.
- For paper filings, the Secretary of State returns evidence of filing to the submitter. Online filers receive confirmation through the Business Services Online portal.
Changing a Registered Agent for a Foreign Entity Registered in South Dakota
A foreign entity registered to transact business in South Dakota is subject to the same registered agent and registered office requirements as a domestic filing entity. Under S.D.C.L. § 59-11-11, both domestic and foreign represented entities change their registered agent by filing the same statement of change. The same eligibility requirements, consent requirements, physical street address requirements, execution requirements, filing methods, and fees apply.
Foreign business corporations and foreign LLCs use the same forms and pay the same $10 base filing fee as their domestic counterparts. Foreign nonprofit corporations also pay $10 and are exempt from the paper processing surcharge. Foreign limited partnerships change their agent by filing an Amended Registration at a filing fee of $125.
A foreign business corporation that fails to maintain a registered agent in South Dakota for sixty days or more faces revocation of its certificate of authority under S.D.C.L. § 47-1A-1530. The grounds for revocation specifically include a foreign corporation’s failure to “inform the secretary of state by an appropriate filing that its registered agent has changed or that its registered agent has resigned within sixty days of the change or resignation.” Once a certificate of authority is revoked, the foreign entity loses its authorization to transact business in South Dakota. Foreign entities that have been revoked cannot be reinstated and must file a new Certificate of Authority to resume business in the state, as confirmed by the Secretary of State’s FAQ.
Frequently Asked Questions About Changing a Registered Agent in South Dakota
How long does it take to change a registered agent in South Dakota?
Online filings submitted through Business Services Online are processed immediately. Paper filings are generally processed within one to three business days, as stated in the Secretary of State’s FAQ. Expedited service is available for an additional $50 fee, which moves the filing ahead of the standard queue. Entities needing additional assistance can contact the Business Services division at (605) 773-4845 or by email at corpinfo@state.sd.us.
Do I need to notify my current registered agent before changing?
South Dakota law does not impose an obligation on the entity to notify the outgoing registered agent before filing the statement of change. The change takes effect on filing, and no prior notice to the former agent is required by statute. Many entities choose to notify the outgoing agent as a courtesy, particularly if the agent holds records or pending service-of-process documents. An outgoing agent who wishes to end the relationship independently may resign by filing the Statement of Resignation of Registered Agent under S.D.C.L. § 59-11-15.
Can I change my registered office address without changing the registered agent?
Yes. The statement of change under S.D.C.L. § 59-11-11 permits an entity to change the registered agent, the registered office address, or both in a single filing. If only the office address is changing — because the same agent has moved to a new South Dakota street address — the entity may update the address while keeping the same agent designated. Alternatively, the agent itself may file the address change under S.D.C.L. § 59-11-12 (for noncommercial agents) or S.D.C.L. § 59-11-13 (for commercial agents).
What is the agent-initiated address change form and when is it used?
The agent-initiated address change is filed by the registered agent — not the entity — when the agent changes its own name or address while continuing to serve. A noncommercial registered agent files a statement of change under S.D.C.L. § 59-11-12 for each entity it represents. A commercial registered agent files a single Commercial Registered Agent Statement of Change under S.D.C.L. § 59-11-13, which is effective for all entities the CRA represents. Neither form can appoint a different agent — they update only the existing agent’s name, address, or organization type. Both types of agent must promptly notify each represented entity of the change after filing.
Is there a penalty for not filing a change of registered agent?
South Dakota requires every filing entity and every foreign registered entity to maintain a current registered agent and registered office. The consequences of failing to do so differ by entity type. A domestic business corporation that goes without a registered agent for sixty days or more is subject to administrative dissolution under S.D.C.L. § 47-1A-1420. Domestic nonprofit corporations face the same consequence under S.D.C.L. § 47-24-13.1, and domestic cooperatives under S.D.C.L. § 47-18-16.3. Foreign business corporations face revocation of their certificate of authority under S.D.C.L. § 47-1A-1530. An entity without a registered agent also risks having service of process directed to its governors by certified mail under S.D.C.L. § 59-11-16, potentially resulting in default judgment if the entity fails to respond.
Can I change my registered agent and the registered office address in the same filing?
Yes. The statement of change accommodates changing the registered agent, the registered office address, or both in a single filing. A single $10 filing fee applies regardless of whether one or both items are changed. The form collects the complete new agent information — name, address, and agent type — so there is no need to submit separate filings for the agent designation and the office address.
What happens if my registered agent resigns?
A registered agent may resign at any time by filing the Statement of Resignation of Registered Agent with the Secretary of State under S.D.C.L. § 59-11-15. There is no filing fee for the resignation. The resignation takes effect on the earlier of the thirty-first day after filing or the appointment of a new registered agent for the entity. The resigning agent must promptly furnish the entity with notice of the date the resignation was filed, including the name and address of the person to whom notice was sent. Once the resignation takes effect, the agent ceases to have responsibility for any matter tendered to it. The entity must promptly file a statement of change to appoint a replacement — for business corporations, failure to do so within sixty days can trigger administrative dissolution under S.D.C.L. § 47-1A-1420.
Does the new registered agent need to sign the change form?
No. The statement of change is signed only by the entity’s authorized officer, manager, member, or other governing person. The new agent does not sign the form filed with the Secretary of State. However, by signing the filing, the entity’s authorized officer affirms under S.D.C.L. § 59-11-6 that the named agent “has consented to serve as such.” The entity should obtain and retain written or electronic evidence of the agent’s consent in its own records before submitting the filing.
Can I use a P.O. Box for the new registered office address?
No. Under S.D.C.L. § 59-11-5, any filing that requires a South Dakota address must state an actual street address or rural route box number in the state. A P.O. Box, virtual office, mailbox-only service, or telephone answering service does not satisfy this requirement. The registered office must be a physical location where service of process can be personally delivered during normal business hours. A separate mailing address may be provided on the form if it differs from the street address.
Is the filing fee the same whether I file online or by mail?
The base filing fee for a statement of change is $10 for most entity types regardless of filing method. However, paper filings for for-profit entities carry an additional $15 paper processing fee, bringing the total cost to $25 for most entity types when filing by mail. Nonprofit corporations are exempt from the paper processing surcharge and pay only $10 whether filing online or by paper. Limited partnerships pay $125 for their Certificate of Amendment regardless of filing method. Online filings submitted through the Business Services Online portal avoid the paper surcharge entirely and are processed immediately.