How to Form an LLC in South Dakota
South Dakota Secretary of State – Business Services
500 East Capitol Avenue
Pierre, SD 57501-5007
Statutory Authority: Uniform Limited Liability Company Act — S.D. Codified Laws § 47-34A (2012)
South Dakota LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the South Dakota Secretary of State.
South Dakota Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in South Dakota:
1. Company Name
3. Principal office address
4. Registered agent name and address
5. Name and address of each organizer
6. Management structure
7. If manager managed, name and address of each manager
8. Whether one or more members is liable for debts and obligations
9. Optional provisions
10. Signature, printed name, and title of each organizer
South Dakota LLC Fee Schedule
Application for Reservation of Name: $25.00
Articles of Organization: $150.00
Certificate of Authority: $750.00
Expedited Service: $50.00 – Defined as completion sooner than the normal course of business.
Certified Copy: $15.00 plus $1.00 per page
Annual Report: $50.00
Articles of Termination: $10.00
Your company name must end with a limited liability company designator. In South Dakota the specific limited liability designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the South Dakota Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
South Dakota requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a South Dakota resident or active South Dakota business entity that has a South Dakota street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a South Dakota resident and have a South Dakota street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a South Dakota limited liability company. Nevertheless, South Dakota permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File Annual Report.
Registering as a Foreign Entity
1. Complete the Application for Certificate of Authority.”
2. Attach a one page original Certificate of Existence issued by the official having custody of the corporate records in the state under whose laws it is incorporated.
3. Submit the completed documents, along with the $750.00 filing fee, to the South Dakota Secretary of State.
Dissolving a South Dakota LLC
1. Complete the “Articles of Termination.”
2. Submit the completed document, along with the $10.00 filing fee, to the South Dakota Secretary of State.