One of the earliest steps of starting a business in South Dakota is forming a business entity, and one popular entity is the Limited Liability Company. Forming your first LLC can be confusing, but I’ll go over how to fill out the South Dakota LLC Articles of Organization so that you have the information needed to start your business.
Related: Guide to starting a business in South Dakota
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Steps To Fill Out The South Dakota LLC Articles Of Organization
The South Dakota Articles of Organization is the official document filed with the South Dakota Secretary of State to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To get started, you will need to submit the completed Domestic Limited Liability Company Articles of Organization form to the South Dakota Secretary of State. The form can be downloaded and sent by mail or filed online.
In this example, I’ll cover online filing, which is less expensive and faster. To get started, visit the South Dakota Secretary of State’s website.
Once on the website, click on “Start a New Business.”
Then choose your entity type. In this example, I’ll go over the Domestic Limited Liability Company as it is the most common. The other LLC choice is the Foreign Limited Liability Company, which is a business that was initially formed in another state, but now wants to physically do business in South Dakota.
Step 1: Pick a Name for the LLC
The first step in filling out the South Dakota Operating Agreement is to pick a business name.
There are a few requirements when choosing a South Dakota LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of South Dakota. You can verify name availability by doing a South Dakota LLC name search with the South Dakota Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
– L.L.C.
– LLC
– L.C.
– LC
Limited can be abbreviated as Ltd. and Company abbreviated as Co.
Enter the LLC name, including the identifier, to continue. If you choose a name that is taken, the Secretary of State will return your application.
Additionally, if your business provides a licensed service in South Dakota, such as an accountant, attorney, veterinarian, etc., you can optionally register for a Professional LLC (PLLC), but it is not required.
Step 2: Provide the Address of the Principal Office
Next, you will provide the address of the initial designated office, which is where the conducts a majority of its business. A physical address must be used for the Initial Designated Office, as P.O. Boxes are not acceptable.
An email address is also needed should the South Dakota Secretary of State contact you with questions about the filing.
Then, if there is a mailing address where correspondence from the Secretary of State should be sent, you can enter it in the following section.
Step 3: Appoint a Registered Agent
One requirement to have an LLC in South Dakota is to appoint a South Dakota registered agent. The registered agent is a party that is physically located in the state of South Dakota that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of South Dakota and is generally available during business hours, they may be the registered agent. Additionally, any adult resident of the state, attorney or accountant in the state (Select Noncommercial Registered Agent), or a registered agent service (Select Commercial Registered Agent) can also act as the LLC’s Agent.
If the registered agent is an individual, enter their name, address, phone number, and email address. If a Commercial Registered Agent service is being used, enter the company’s name and CRA# (Commercial Registered Agent) number.
Related: Should you be the registered agent?
Step 4: Enter the Organizer’s Information
An LLC Organizer is someone involved with the formation of the Articles of Organization. The Organizer may or may not become a member, such as a mentor, attorney, or accountant, but any LLC member can be listed as an organizer. An organizer can also be a business entity, such as a business formation service.
At least one Organizer must be entered. Enter the Organizer’s information and click on the “+ Add” button.
Step 5: Provide Additional Details
In step 5, additional details regarding the LLC will be entered.
The first one is for the period of duration, which refers to the length of time the LLC will exist.
Most LLCs will be perpetual as most people don’t have a set date in mind to close the business. However, if there is a predetermined date, the LLC will dissolve, select “Expires” from the drop-down menu and enter the date. This is more common for investment-related entities.
Otherwise, choose “Perpetual” from the menu.
Next, you can optionally choose a delayed effective date.
Left blank, your LLC will be official once the Secretary of State finishes the paperwork. You can choose a date up to 90 days in the future to have the LLC started. Sometimes people will select this if they want to get the LLC filing out of the way, but they aren’t ready to start the business.
Step 6: Select the Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC is involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
If the LLC will be Manager-Managed, check the box and enter each Manager’s name and address.
Step 7: Enter the Beneficial Owner’s Information
Step 7 is an optional section where the contact information of each person or business entity that is an owner can be entered.
Entering their information puts their names and address on public record.
Step 8: Include Any Additional Articles
Step 8 is also optional, and additional articles regarding the regulation and governance of the LLC are included here.
Step 9: Provide the Recipient’s Information
This step, which is optional, is used only if documents are being mailed to the Secretary of State for completion. The name and address entered will have the documents sent back to them.
Step 10: Review the Articles of Organization
Next, review the information that was entered. If this is correct, click “Next.”
Step 11: Provide an Email Address
In step 11, you can provide an email if you want to receive an electronic copy of the filed Articles of Organization.
Step 12: Sign the Articles of Organization
Review the terms and enter the name and title of the person submitting the Articles of Organization.
Step 13: Pay and File the Articles of Organization
Last, provide payment information and submit the Articles of Organization to the South Dakota Secretary of State!
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South Dakota LLC FAQs
How much does a South Dakota LLC cost?
The cost to start an LLC in South Dakota is $150 for online filings.
What is the cost to maintain an LLC in South Dakota?
Each year, the South Dakota LLC annual report and a $50 state filing fee will need to be sent to the South Dakota Secretary of State.
How long does it take to set up an LLC in South Dakota?
South Dakota LLCs that are formed online are processed immediately with the Secretary of State, while mailed-in forms can take 5-7 business days.
Does South Dakota require an LLC to have an operating agreement?
Under South Dakota law, Statute § 47-34A-103, an LLC operating agreement is optional. Although it isn’t required, it is recommended that most LLCs have one, as it can help prevent disputes among members and better protect the LLC’s legal status.
Do you need a business license in South Dakota?
The requirements for business licenses and registrations in South Dakota vary depending on what the business does and where it’s located.
Here is a list of common business licenses in South Dakota.
Do South Dakota LLCs need an EIN?
Only South Dakota LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to apply for an EIN
