South Dakota LLC
Articles of Organization (mail filing)
Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in South Dakota.
South Dakota LLC Costs:
South Dakota LLC filing fee: $150 (one-time)
South Dakota annual report fee: $50 per year
(check out Northwest vs LegalZoom)
To form a South Dakota LLC, you must file Articles of Organization with the South Dakota Secretary of State. This document is what officially creates your LLC under the South Dakota Uniform LLC Act.
You can file your South Dakota LLC’s Articles of Organization to the state in 1 of 2 ways:
1. Online: the LLC filing fee is $150 and your LLC will be approved immediately.
2. By mail: the LLC filing fee is $165, and your LLC will be approved in 3-5 business days.
Note: The “LLC filing fee” (the fee to create a South Dakota LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Secretary of State’s office, creates your South Dakota LLC.
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
South Dakota LLC: How to File Articles of Organization by Mail
Download the South Dakota Articles of Organization:
– You can print the form, fill it out by hand (use a black pen), then sign; or, you can type in the form on your computer, then print and sign.
– When printing, use regular white paper (8.5″ x 11″).
– You must mail the original and one copy to the South Dakota Secretary of State.
ARTICLE I: LLC Name
The name of the company:
Enter your desired LLC name in Article I. Make sure to include the designator at the end of the name. As a reminder, here are the allowable designators as per South Dakota law:
• LLC (most popular)
• Ltd. Liability Co.
• Ltd. Liability Company
• Limited Liability Co.
• Limited Liability Company
Comma: You can use a comma in your South Dakota LLC name before the designator or you can leave it out. For example, “CBB Construction, LLC” and “CBB Construction LLC” are both acceptable.
ARTICLE IA: Purpose
The purpose or purposes for which the LLC is to be organized: (Optional)
If you’d like your LLC to have a general purpose, you can leave this section blank. This means your LLC is allowed to engage in any and all lawful (legal) activity.
Alternatively, you can enter a few words or a sentence about what your LLC does (or will do).
Tip: Most filers leave this section blank.
Article II: Designated Office
Actual Street Address: Enter your LLC’s Initial Designated Office. This is where the company (or you) conduct business and work. This address can be located in South Dakota, or it can be located in any state. This can be an actual office address, or it can be a home address, or a friend or family member’s address.
Mailing Address: If you want to receive mail at a location different than your Actual Street Address, then enter that address here. If not, then leave this blank.
Email Address: The purpose of listing an email address is to receive notices and reminders from the state regarding your LLC. Enter an email address for your LLC if you’d like, or you can leave this blank, as this field is optional.
Article III: Registered Agent
Note: if you have not read our Registered Agent lesson, please do so before proceeding.
If your South Dakota LLC’s Registered Agent is going to be an individual person (you, a friend, or family member):
Enter this person’s name in “(a)”, followed by their Actual Street Address, which must be a South Dakota street address (remember, PO Boxes are not allowed).
For their Mailing Address, just leave this blank – unless they prefer to receive mail at a different location (but this isn’t very common).
The Email Address is also optional, so you can list an email address for your Registered Agent if you’d like, or leave this blank.
Note: Since your LLC’s Registered Agent is going to be an individual person, do not enter anything in Article III (b).
If you hired a Commercial Registered Agent for your South Dakota LLC:
• Leave all of section (a) blank.
• Enter the name of your Commercial Registered Agent, followed by their CRA#.
• If you hired Northwest Registered Agent ($125 per year), their CRA# is 000018 (that’s 4 zeros).
• If you hired a different Commercial Registered Agent, you will need to call or email them and get their CRA#.
Article IV: Organizer(s)
The name and address of each organizer:
The LLC’s Organizer is the person (or company) who is submitting the Articles of Organization to the South Dakota Secretary of State. An Organizer is not automatically a Member (owner) of an LLC, although they can be.
• You’ll be listing your LLC Members (owners) in your Operating Agreement, which we’ll discuss in the next lesson.
• The definition of an LLC Organizer often confuses people. To learn more about the differences between an LLC Organizer and an LLC Member, please read this article.
For most filers, they will be their LLC’s Organizers. If that’s the case, enter your full name and address.
You are only required to list 1 Organizer, but if you’d like to add additional Organizers, enter their names and addresses as well.
Article V: Duration
The duration of the company if other than perpetual is:
If you want your LLC to exist indefinitely, then leave this section blank. This means the LLC will have a “perpetual” existence and remain open until it is closed (if ever) by the Members. Most filers choose to have a perpetual existence for their LLC.
If you want your LLC to automatically shut down on a future date, write down either a specific date or the number of years until it expires.
Article VI: Management
An LLC can either be Member-managed or Manager-managed (note: we are only underlining words in this section to make things easier to read).
– A Member-managed LLC is where all the owners have the ability to bind the LLC in contracts and agreements, as well as run the business and day-to-day operations.
– A Manager-managed LLC is where only one, or a few designated people (called “managers”), have the ability to bind the LLC in contracts and agreements, as well as run the business and day-to-day operations. The other members cannot bind the LLC in contracts and agreements, and they can’t take part in running the business and day-to-day operations. Instead, they take on a more of a passive/investor role.
Article: If you’d like to learn more about Member-managed LLCs vs. Manager-managed LLCs, please read this article.
Tip: Most South Dakota LLCs choose to be run and managed by all Members, so they elect to be Member-managed.
• If your LLC will be Member-managed, check off the the first box and then leave the 3 Manager lines blank (these will not be applicable).
• If your LLC will be Manager-managed, check off the second box and then enter the Manager or Managers’ name(s) and address(es) below.
Article VII: Member’s Liability
Whether one or more of the members of the company are to be liable for its debts and obligations as set forth under SDCL 47-34A-303(c):
Under Chapter 47-34A-303(c) of the Uniform LLC Act, a Member of an LLC can be held liable for that LLC’s debts or obligations if:
– a provision to that effect is contained in the Articles of Organization; and
– the member so liable has consented in writing to the adoption of the provision or to be bound by the provision.
Tip: Most filers leave this section blank.
Article VIII: Additional Provisions
Any other provisions not inconsistent with law, which the members elect to set out in the Articles of Organization: (You may attach additional pages if necessary)
You can enter additional provisions for your LLC in this section.
Most filers leave this section blank though, unless their attorney has specifically given them additional Articles to add.
Each person listed in Article IV must sign and date this section.
Enter today’s date, have the Organizer(s) sign and print their name.
For title, enter “Organizer”.
Note: The date cannot be forward or backwards dated.
Mail your Articles of Organization to the South Dakota Secretary of State
Prepare a check or money order for $165 and make it payable to “Secretary of State”.
Remember, the state requires one original and one copy of the Articles of Organization. We recommend simply printing the form twice and having the Organizer(s) sign both forms.
Send both Articles of Organization along with the filing fee of $165 to:
Secretary of State
500 East Capitol Avenue
Pierre, SD 57501-5070
Congratulations! Your South Dakota LLC has been mailed for processing. Now you just need to wait for approval.
South Dakota LLC Approval (Mail Filing):
When filing by mail, the South Dakota Secretary of State will process and approve your LLC within 3-5 business days.
Once your LLC is approved, they will mail you back a stamped and approved Certificate of Organization.
Live near the city of Pierre and prefer to drop it off instead?
If you want to hand deliver your LLC’s Articles of Organization, the South Dakota Secretary of State also has a walk-in filing method. The fee is more expensive ($210), but your LLC will be approved on the spot that same-day, as long as it isn’t too late in the day..
If you live near the city of Pierre or are up for making the drive, bring your Articles of Organization (one original and one copy) and the $210 filing fee to the State Capitol Building, located at 500 East Capitol Avenue, Suite 204, Pierre, SD 57501.
We recommend arriving shortly after they open (8am) or sometime in the early morning in order to avoid any long lines or waiting times.
Once you’ve filed your Articles of Organization and your South Dakota LLC has been approved, you can then proceed to the next lesson: South Dakota LLC Operating Agreement.
South Dakota Secretary of State Contact Info
If you have any questions, you can contact the South Dakota Secretary of State at 605-773-4845 (Monday through Friday, 8:00am – 5:00pm Central Time).