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LLC Formation in South Dakota

South Dakota has its own, distinct requirements for forming an LLC (Limited Liability Company). Learning about South Dakota’s requirements can help you decide whether to form an LLC in the state and, if so, you’ll be better prepared for the formation process.

Naming your SD LLC

Your LLC’s name must contain one of the following: limited liability company, limited company, L.L.C., LLC, L.C. or LC. (Limited may be abbreviated as Ltd. and company may be abbreviated as Co.) It may not be the same as or descriptively similar to the name of any domestic or foreign LLC, corporation, limited partnership. It also must be distinguishable from any reserved, registered, or fictitious name.

Member/Manager information

The following are South Dakota’s requirements for the members and managers of LLCs:

  • Minimum number. There must be at least one member.
  • Residence requirements. South Dakota does not have a provision specifying where members or managers must reside.
  • Age requirements. South Dakota does not have age requirements for members or managers.
  • Inclusion in the Articles of Organization. If the LLC is managed by members, member names and addresses are not required to be listed in the Articles of Organization. If the LLC is managed by managers, the names and addresses of the managers are required to be listed.

Requirements for the Articles of Organization

The document required to form an LLC in South Dakota is called the Articles of Organization. The information required in the formation document varies by state. South Dakota's requirements include providing:

  • Street address of the LLC’s principal place of business (whether in ND or another state)
  • A statement of whether the LLC will be member-managed or manager-managed
  • The names and addresses of the initial managers—if the LLC is manager-managed (Members names are not required for a member-managed LLC.)
  • The LLCs term of existence—if it is not perpetual
  • A delayed effective date—if one is desired
  • The names, addresses and signatures of the LLC’s organizers

Registered Agent

Every South Dakota LLC must appoint and continually maintain a Registered Agent that is located in South Dakota. The name and street address of the Registered Agent must be listed in the Articles of Organization. (A post office box is not sufficient.) Your agent must be available during normal business hours throughout the year to accept Service of Process and other important legal and tax documents on behalf of the LLC.

Professional services businesses

South Dakota law does not provide for a Professional Registered Agent, but it does allow professionals, such as accountants, attorneys, and physicians, to form a regular LLC

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