South Dakota: Domestic LLC Formation Filing Requirements
The short answer
A South Dakota LLC files Articles of Organization stating its compliant name, designated-office address, registered-agent information, every organizer, any nonperpetual duration, management structure and initial managers, and whether any member assumes company debts. Organizers sign with name and capacity. Filing costs $150 online or $165 on paper. The articles take effect on filing or a stated date up to 90 days later. No publication or one-time initial report is required. The current paper form omits a dedicated member-liability field even though the statute requires it, so confirm how to supply that statement.
Ask Ezel about your situation
This is the general rule in South Dakota. Ezel applies current South Dakota law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | South Dakota LLC Act, SDCL ch. 47-34A; Secretary of State Articles of Organization for ordinary domestic LLC (§ 47-34A-203) |
|---|---|
| Organizer and signature | List every organizer name/address. Preformation filing signed by organizer with adjacent name/capacity; attorney-in-fact allowed and POA retained, not filed (§§ 47-34A-203(a)(4), -205; SOS form) |
| Required entity and purpose terms | Distinguishable name with permitted LLC designator; purpose optional. State duration only if not perpetual (§§ 47-34A-105, -203(a)(1), (5); SOS form) |
| Addresses and service fields | Initial designated-office street/mailing address; commercial agent or noncommercial agent with South Dakota street/mailing address. Form also offers optional email (§§ 47-34A-203(a)(2)–(3), 59-11-6; SOS form) |
| Management and owner disclosure | Choose member/manager management; manager-managed filing lists every initial manager/address. Statute also requires member-liability election; current paper form omits dedicated field. Beneficial-owner list optional (§ 47-34A-203(a)(6)–(7); SOS form) |
| Optional and restricted provisions | May add operating-agreement provisions or other lawful matters; cannot vary § 47-34A-103(b). Agreement controls insiders; articles control reasonably relying outsiders (§ 47-34A-203(b)–(c)) |
| Filing method, fee, and attachments | Online $150; paper $165 including $15 paper fee. No ordinary attachment, but use added provision/custom route for required liability statement if current workflow lacks field. Optional expedite $50 (SOS) |
| Formation and effective date | Effective at filing, later time that day, or specified delayed date/time ≤90 days; no-time delayed date is close of business (§ 47-34A-206(c)–(d)) |
| Publication and initial follow-up | No formation publication or one-time initial report under current Act/form. First annual report is due before Feb. 1 of year after formation; current fee $55 online/$70 paper (§§ 47-34A-211 to -212; 59-11-25; SOS) |
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Requirements one by one
Governing law and filing record
South Dakota forms an ordinary domestic LLC under Chapter 47-34A by filing
Articles of Organization with the Secretary of State under § 47-34A-203.
Organizer and signature
The articles list every organizer's name and address. Under § 47-34A-205, a
preformation filing is signed by a person organizing the company and states the
signer's name and capacity beside the signature. An attorney-in-fact may sign;
the company retains the power of attorney rather than filing it.
Required entity and purpose terms
The name must be distinguishable and use “limited liability company,” “limited
company,” “L.L.C.,” “LLC,” “L.C.,” or “LC” under § 47-34A-105. The purpose
field is optional. The articles state duration only if the company is not
perpetual.
Addresses and service fields
The articles give the initial designated office's street and mailing addresses.
They also include the § 59-11-6 registered-agent information: a commercial
agent, a named noncommercial agent with South Dakota address, or an internal
office/position and business-office address. The paper form displays the first
two routes and optional email fields.
Management and owner disclosure
The articles choose member or manager management. A manager-managed company
lists every initial manager and address. A member-managed company does not list
its members under the statute or current paper form.
Section 47-34A-203 also requires the articles to state whether one or more
members assume liability for company debts. The current paper form has no
dedicated field for that required election. Its beneficial-owner table is
separate and expressly optional. Confirm whether the current online workflow
collects the liability election or whether it should be added in the other-
provisions section or a custom filing.
Optional and restricted provisions
The articles may include operating-agreement provisions or other lawful matter.
They cannot vary the nonwaivable rules in § 47-34A-103(b). For other conflicts,
the agreement controls insiders, while the articles control outsiders who
reasonably rely on them to their detriment.
Filing method, fee, and attachments
Under § 47-34A-212, the base filing fee is $150. Paper filing costs
$165, including the $15 paper-filing fee. Optional expedited handling is
$50.
An ordinary filing has no universal attachment. Because the current paper form
omits the statutory member-liability election, a filer using paper should
confirm whether to add that statement in Article VIII or through another
accepted custom route.
Formation and effective date
Under § 47-34A-206, the articles take effect at filing, at a stated later time
that day, or at a delayed date and time no more than 90 days after filing. A
delayed date without a time takes effect at close of business.
What trips people up
The current paper form does not display the member-liability election required
by § 47-34A-203(a)(7). The optional beneficial-owner table does not substitute
for that statutory statement.
South Dakota publicly identifies every organizer and, for a manager-managed
company, every initial manager. It does not require the initial members' names
for a member-managed company.
There is no formation publication or one-time initial report. Under § 59-11-25,
the first annual report is due before February 1 of the year after formation.
The current fee is $55 online or $70 on paper.
Common questions
Is the purpose clause required?
No. The current paper form labels it optional, and § 47-34A-203 does not include
purpose in the mandatory list.
Must a member-managed LLC list its members?
No. The articles state the management structure but list initial managers only
when manager-managed.
Can the articles take effect later?
Yes. A delayed date and time may be up to 90 days after filing.
Statutes and sources
- S.D. Codified Laws §§ 47-34A-105, -203, -205, -206, -211, and -212 —
name, required and optional articles, organizers/signers, effective date,
90-day delay, annual-report duty, and statutory fees. Official Legislature
API pages, accessed July 29, 2026. - S.D. Codified Laws §§ 59-11-6 and 59-11-25 — registered-agent filing and
first annual-report deadline.
https://sdlegislature.gov/api/Statutes/59-11-6.html and
https://sdlegislature.gov/api/Statutes/59-11-25.html (accessed July 29,
2026). - South Dakota Secretary of State domestic articles, LLC forms page, and fee
page — current public form fields, paper/online routes, $150/$165 formation
fees, report fees, and expedite charge.
https://sdsos.gov/docs/business/llc-domestic-articlesoforganization.pdf,
https://sdsos.gov/business-services/corporations/corporate-forms/limited-liability-companies.aspx,
and https://sdsos.gov/general-information/filing-fees.aspx (accessed July
29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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