Domestic Limited Partnership Formation Filing in South Dakota

At a glance

Requirements one by one

Agreement, partners, and certificate

A South Dakota LP has at least two people, one general partner and one limited partner (§ 48-7-101(7)). The statute defines their partnership agreement as valid and written or oral (§ 48-7-101(9)); a general partner is admitted under the agreement and named in the certificate (§ 48-7-101(5)). The public certificate is executed and filed with the Secretary of State (§ 48-7-201). It states the name, registered-agent information, each general partner's name and business address, and the latest dissolution date. Section 48-7-201 does not call for a limited-partner list.

Name, office, agent, and execution

The LP name uses “limited partnership,” “L.P.,” or “LP” and must be distinguishable from the names specified in § 48-7-102. A limited partner's name cannot generally appear in it, subject to the section's two exceptions. The partnership continuously maintains a South Dakota office where specified records are kept and an agent for service (§ 48-7-104). For the certificate's agent field, § 59-11-6 distinguishes commercial from noncommercial agents and treats the agent designation as an affirmation of consent.

Every general partner signs the initial certificate (§ 48-7-204). An attorney in fact may sign, and a general partner's execution affirms the facts under penalty of perjury. An authority document need not be shown as a filing prerequisite (§ 48-7-206).

Fee, effective time, and filing evidence

The statutory base fee is $125 (§ 48-7-206.1), matching the Secretary of State's domestic LP form. Electronic delivery is allowed if the office permits it; for paper, the office may require one exact or conformed copy (§§ 48-7-201, 48-7-206).

With substantial compliance, the LP forms at filing or a later time specified in the certificate (§ 48-7-201). A filed certificate gives notice that the entity is an LP and its listed general partners hold that role, not of its other statements (§ 48-7-208). The Secretary's filing or refusal does not validate the record or presume its contents correct (§ 48-7-206.2).

What trips people up

After the Secretary returns the marked filed copy, general partners must promptly send a copy to each limited partner unless the partnership agreement provides otherwise (§ 48-7-209). The current formation and filing provisions (§§ 48-7-201, 48-7-206) do not prescribe newspaper publication or proof filing.

Under current § 48-7-1106, a limited partnership can later qualify as a limited liability limited partnership through approval and a statement of qualification. HB 1096 § 2 adds a separate direct LLLP certificate route, but § 3 makes that act effective January 1, 2027. The ordinary LP certificate described here does not elect LLLP status.

Common questions

May the certificate take effect after it is filed? Yes. Section 48-7-201 allows a later time stated in it; the statute does not state a fixed day cap there.

Do limited partners sign the initial certificate? Section 48-7-204 assigns the original signature to all general partners.

Does the state filing verify every statement? No. Section 48-7-206.2 says filing or refusal does not establish correctness.

Statutes and sources

The official current chapter, agent provision, Secretary of State form, and enrolled HB 1096 were checked September 23, 2026. The current § 48-7-1106 page displays both the operative version and a separately labeled January 2027 version.

• S.D. Codified Laws § 48-7-101: “Definitions. Terms used in this chapter mean: (1) "Certificate of limited partnership," the certificate referred to in § 48-7-201 , and the certificate as amended or restated; (2) "Contribution," any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the partner's capacity as a partner; (3) "Event of withdrawal of a general partner," an event that causes a person to cease to be a general partner as provided in § 48-7-402 ; (4) "Foreign limited partnership," a partnership formed under the laws of any state other than South Dakota and having as partners one or more general partners and one or more limited partners; (5) "General partner," a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner; (6) "Limited partner," a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement; (7) "Limited partnership" and "domestic limited partnership," a partnership formed by two or more persons under the laws of South Dakota and having one or more general partners and one or more limited partners; (8) "Partner," a limited or general partner; (9) "Partnership agreement," any valid agreement written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business; (10) "Partnership interest," a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets; (11) "Person," a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation; (12) "State," a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-102: “Name. The name of a limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words "limited partnership" or the initials "L.P." or "LP"; (2) May not contain the name of a limited partner unless: (a) It is also the name of a general partner or the corporate name of a corporate general partner; or (b) The business of the limited partnership had been carried on under that name before the admission of that limited partner; (3) Must be distinguishable upon the records of the secretary of state from, the name of any corporation, whether for profit or not for profit, or limited partnership organized under the laws of South Dakota or licensed or registered as a foreign corporation, whether for profit or not for profit, or limited partnership in this state; and (4) May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-104: “Specified office and agent. Each limited partnership shall continuously maintain in this state: (1) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by § 48-7-105 to be maintained; and (2) An agent for service of process on the limited partnership that meets the requirements of §§ 59-11-1 to 59-11-23 , inclusive.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-201: “Content and filing of certificate. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth: (1) The name of the limited partnership; (2) The information required by § 59-11-6 ; (3) The name and the business address of each general partner; (4) The latest date upon which the limited partnership is to dissolve; and (5) Any other matters the general partners determine to include therein. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-204: “Execution of certificates. Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) An original certificate of limited partnership shall be signed by all general partners; (2) A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and (3) A certificate of cancellation shall be signed by all general partners. Any person may sign a certificate by an attorney - in - fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-206: “Filing in Office of Secretary of State. The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall: (1) Endorse on the original, Filed, and the day, month, and year of the filing thereof; and (2) File the original in the office; and (3) Return a copy to the person who filed it or the person's representative. Upon the filing of a certificate of amendment or judicial decree of amendment in the Office of the Secretary of State, the certificate of limited partnership is amended as provided in the certificate. Upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled. Delivery of a certificate may be filed by electronic transmission as permitted by the Office of the Secretary of State. If the certificate is filed in a typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conforming copy of the certificate to be delivered with the original certificate.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-206.1: “Filing fee. The provisions of § 1-8-10 notwithstanding, the fee for filing any document required under this chapter with the secretary of state is one hundred twenty-five dollars.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-206.2: “Effect of filing. The secretary of state's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; or (3) Create a presumption that the document is either valid or invalid or that information contained in the document is either correct or incorrect.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-208: “Scope of notice. The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-209: “Delivery of certificates to limited partners. Upon the return by the secretary of state pursuant to § 48-7-206 of the certificate copy marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 59-11-6: “Appointment of registered agent. A registered agent filing must state: (1) The name of the represented entity's commercial registered agent; or (2) If the entity does not have a commercial registered agent: (a) The name and address of the entity's noncommercial registered agent; or (b) The title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. The appointment of a registered agent pursuant to subdivision (1) or subsection (2)(a) is an affirmation by the represented entity that the agent has consented to serve as such.” (official text; accessed September 23, 2026).
• S.D. Codified Laws § 48-7-1106: “Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b). (a) A limited partnership may become a limited liability limited partnership by: (1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions; (2) Filing a statement of qualification under subsection 48-7A-1001(c) of the Uniform Partnership Act; and (3) Having as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP." (b) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under § 48-7A-1001(c) of the Uniform Partnership Act. (c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act apply to both general and limited partners of a limited liability limited partnership. Section 48-7-303 also applies to limited partners.” (official text; accessed September 23, 2026).
• 2026 S.D. HB 1096 § 2: “A limited liability limited partnership may be formed by delivering to the secretary of state a certificate of limited liability limited partnership.” (official text; accessed September 23, 2026).
• 2026 S.D. HB 1096 § 3: “This Act is effective beginning January 1, 2027.” (official text; accessed September 23, 2026).
• Secretary of State LP form: “FILING FEE: $125” (official form; accessed September 23, 2026).