The South Dakota LLC Act is also known as the South Dakota LLC Statute or the South Dakota Uniform Limited Liability Company Act with codes 47-34A-203 and 47-34A-1002. Under South Dakota law, the name of an LLC must include either the words Limited Liability Company, Limited Company, or the abbreviated versions, which include:

  • L.L.C.
  • LLC
  • LC
  • L.C.

To form an LLC in South Dakota, your first step is choosing its name. The second step is filing the Articles of Organization for your LLC. The Secretary of State's office is where you file this.

What to Include in Your Articles of Organization

Several things must be included when you file your LLC's Articles of Organization, including:

  • The name and address of your LLC.
  • Your registered agent's name and address.
  • A notation stating whether your LLC will be managed by members or a manager.
  • Each organizer's name and address.
  • If the LLC isn't going to be perpetual, you need to know how long it is going to exist.
  • A notation regarding who among the members will be liable for the LLC's debts and other obligations.

Filing Articles of Organization in South Dakota

Your Articles of Organization can be filed either in person or by sending them in the mail. It takes South Dakota about one week to process the paperwork. The filing fee needs to be paid when the Articles of Organization are submitted. The filing fee was $150 as of 2014, but you can confirm the amount through the Secretary of State's office or website. If you need your Articles of Organization to be processed faster, you can pay an extra fee of $50 for processing within two business days.

Assigning a Registered Agent

Another key step in filing your LLC's paperwork is appointing a registered agent. In South Dakota, each LLC must have a registered agent located within the state to accept service of process. The registered agent can be either an individual or a business entity that agrees to accept legal paperwork on behalf of your LLC if it gets sued. The registered agent must have a street address that's physically located in South Dakota.

Preparing the Operating Agreement for an LLC in SD

Operating agreements aren't required in the state of South Dakota, but having one can benefit your business. Think of the operating agreement as a rule book for your LLC, because it gives your LLC the structure needed to function well.

Other South Dakota LLC Fees and Forms

There are some other forms and fees you need to provide when managing an LLC in South Dakota. These include:

  • The statement change of registered office or registered agent if you name a new registered agent or your registered agent relocates. The fee for filing this form is $10.
  • The amended articles of organization which has a filing fee of $60.
  • The articles of termination if you decide to end the existence of your LLC. This filing fee is $10.
  • The application for reinstatement if your LLC is administratively dissolved. The fee for this is $150.
  • The annual report filing fee which is $50.

Qualifying as a South Dakota Foreign LLC

Search the database on the South Dakota Secretary of State website to see if your chosen name is available. If it isn't available, choose another name. If it is available, file all the necessary documents along with the foreign LLC filing fee of $750.

Some Terminology Used in the South Dakota LLC Act

There are a number of terms used in the SD LLC Act that can be helpful to understand. These include:

  • Articles of Organization: This term describes the documents used for the initial filing, amending a filing.
  • Business: This includes all types of trade, all occupations, and all professions, whether the transactions are for a nonprofit or for-profit entity.
  • Contribution: Anything a person does that benefits an LLC is considered a contribution.
  • Creditor: Any entity or person the LLC owes is a creditor.
  • Day: The term day in the LLC Act refers to the 24-hour period spanning from midnight one day until the next midnight.

These are just a few of the terms included in this legal code regarding South Dakota LLCs.

If you need help with understanding the South Dakota LLC Act, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.