The South Dakota LLC operating agreement is a legal document that will allow a business to establish their own company policies as unanimously agreed upon by all members/owner(s). This form will provide assistance to the members/owner so that they may have the ability to create an internal structure to include their agreed procedures and policies.
This is not a required document to operate any business in this State, however, without its implementation, the members/owner may find their personal and financial assets could become vulnerable should any kind of legal claim be brought against the company that they contribute to and manage. Regardless of the fact that the business would remain liable, the members/owner will not be personally liable as long as this document is completed and filed with the State. The document will also provide tax options that would be unavailable to the business without placement of the form.
Members/owner(s) should review the document to ensure that they have a clear understanding of the language. If they are not completely confident in their understanding of the document, the members/owner(s) may opt to consult with an attorney for assistance.
Table of Contents
Multi-Member – For use by companies that have more than one (1) member to contribute and member manage the business.
Single-Member – For use specifically by a sole proprietor (single owner) who would like to establish the procedures and activities of the company, among many other aspects and needed protections.
Before filing your LLC with the South Dakota Secretary of State, be sure to in the State’s database to make certain that it is available and unique. The State will reject any business name similar to that of an already registered entity. Continue onto the steps below once the availability of the name has been confirmed.
Step 1 – Registered Agent
Each LLC in South Dakota will need to elect a Registered Agent. The Registered Agent is assigned to receive general correspondence on behalf of the company, and to act as a contact in the event of litigation against the LLC.
In South Dakota, a Registered Agent may be one of the following:
- Person with residence in the State
- Business with the authorization to operate in the State
Step 2 – Complete the Application
Download the appropriate application below and fill it in on your computer or by hand.
- Domestic LLC – Company formed within the State
- File – Articles of Organization
- Foreign LLC – Company initially formed outside the State
- File – Certificate of Authority
- Applications must be submitted in duplicate
- A Foreign LLC application must include an original Certificate of Existence which has been issued in the initial jurisdiction
Step 3 – Pay the Fee
With your application complete, attach to it a check made out to the ‘Secretary of State’ in the amount of the requisite filing fee, which is as follows:
- Domestic LLC – $150
- Foreign LLC – $750
Send your complete filing package by mail to the following address:
Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501
Step 4 – Operating Agreement
LLC owners/members may use an operating agreement to establish policies for the company as well as outline the financial interests, rights, and responsibilities of those involved. The form is optional, therefore it needn’t be filed with the State but instead given to each member for their personal records.
Step 5 – Employer Identification Number (EIN)
The Employer Identification Number (EIN) is the corporate equivalent to a Social Security Number in that it is used by the Internal Revenue Service (IRS) for tax reporting purposes. It is free to obtain an EIN on the or by mail using Form SS-4.
Step 1 – Once the document has been downloaded, submit the name of the company into the first line at the top of the form.
Step 2 – The Agreement – Submit the effective date for the agreement in dd/mm/yyyy format, and supply the following:
- Check an applicable box
- Any required information
- Single-Member – The name of the company, as well, the state where the business will be located. Enter the owner’s name and business address
- Multi-Member – Enter the names and addresses of all members
Step 3 – Name and Principal Place of Business – Submit the following:
- The registered name of the company
- The full business address
- The city where the business is located
Review all remaining information. Enter the following:
- The date of the formation of the company – dd/mm/yy
- Review the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Read the information that follows
- Multi-Members – Submit each member’s name and amounts for contribution
- Check the box that applies
- Single-Members – Read the information
- Multi-Members – Submit each member’s name and provide Percentage Interests (respective)
- Reviewing the remaining information and proceed
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review the information
Continue by reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read all information
- Multi-Members – Review
- Submit all appropriate limits agreed upon by the members. Place the limits into the lines provided
Step 5 – Titled Sections – If applicable, check the box – Review the remaining information and submit the following:
- Meetings of Members – A date for which the annual meeting of members shall be held (dd/mm/yy)
- Assignment of Interests
- Ownership of Company Property (Single Owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide the company name. Enter an effective date (dd/mm/yyyy)
- Indemnification (Owners)
Step 6 – Signatures – Provide the following:
- The execution date of the document
- The signature of a select company representative
- Members must enter signatures
Once the document is complete, prior to filing, all members/owners must be provided a copy of the document for their record keeping.