LLC Annual and Biennial Report Requirements in South Dakota

At a glance

Requirements one by one

Periodic report obligation

South Dakota requires every LLC to file an annual report with the Secretary of State. The LLC Act (SDCL § 47-34A-211) points to the consolidated business-entity rules in SDCL §§ 59-11-24 to 59-11-26, and both domestic LLCs and out-of-state (foreign) LLCs authorized to transact business must file. A bank organized under the cited banking statute is the narrow exception.

Frequency and first report

The report is due every year. Under the rule in force through 2026, a newly formed LLC does not file in its formation year: § 59-11-25 requires the first annual report "before the first day of the second month" of the following calendar year and every later report "by the same date each subsequent year." In ordinary calendar terms, that means the first report is due by January 31 of the year after formation, followed by a January 31 deadline each year.

Due date and filing window

Current law sets the deadline before February 1, meaning by January 31. The rule changes on January 1, 2027: 2026 SD HB 1102 § 1 allows an entity to select either filing during its formation- anniversary month or filing by January 31 beginning the calendar year after formation. The entity selects the schedule on its formation document, and an entity in good standing may later switch by filing a change-of-filing-date form. Check the Secretary of State's Business Database for the date assigned to your entity, especially during the transition.

Filing office and method

File with the South Dakota Secretary of State. The standard route is online through the Secretary of State's Business Services portal. You can instead print the completed report and mail it; the fee schedule lists the paper filing at $70, and the instructions describe the difference from the $55 online fee as an additional $15 paper-processing fee.

Required information

Section 59-11-24 lists what the report must contain: the LLC's name; the state or country whose law formed it; the address of its principal office; its registered agent and registered office information; and the names and business addresses of its governors (managers) — with an important carve-out: a member-managed LLC "need not" list its governors. The report also asks whether the LLC owns agricultural land and, if so, about any foreign beneficial ownership. The information must be current "as of the date the annual report is executed."

Filing fee and related charges

The reporting fee is $55, "due and payable with the filing of each annual report" (§ 47-34A-212(b)). The Secretary of State's current fee schedule independently lists $55 online and $70 on paper, with the paper total including the additional processing fee.

Late fee and delinquency

An LLC "that does not file or refuses to file its annual report within the time prescribed is subject to a penalty of fifty-five dollars" (§ 47-34A-212(b)); the Secretary of State's fee schedule likewise lists a $55 late fee for delinquent annual reports. That is the first step, not the last: if the report is still not delivered within 60 days after it is due — or fees or penalties go unpaid 60 days after they come due — the Secretary of State may begin administrative dissolution (§ 47-34A-809).

Dissolution, reinstatement, and cure

Sixty days past due is the trigger for administrative dissolution (§ 47-34A-809). South Dakota is forgiving about coming back: § 47-34A-811 lets a dissolved LLC "apply to the secretary of state for reinstatement after the effective date of dissolution," with no outer deadline. To reinstate, the LLC pays the filing fees for any delinquent annual report plus a $150 reinstatement fee, states that the grounds for dissolution are gone, confirms its name still complies (§ 47-34A-105), and attaches a certificate that all taxes owed have been paid. Reinstatement "relates back to" the dissolution date, so the LLC picks up as if it had never been dissolved — but that relation-back does not erase the taxes it had to clear or any license that lapsed in the meantime.

What trips people up

• The filing calendar changes January 1, 2027. Through 2026 the statute means January 31. Under HB 1102, an entity may use its formation-anniversary month instead, or remain on January 31.
• The late penalty is $55, not $50. The current statute and fee schedule both say $55, although the annual-report instructions still display the older $50 figure.
• Paper costs more. Mailing instead of e-filing adds a $15 processing fee, so $70 total.
• Member-managed LLCs skip the manager list. Section 59-11-24 says a member-managed LLC "need not" set forth its governors — but every LLC still lists its registered agent and principal office.
• Dissolution starts at 60 days late. Not the day after the deadline — § 47-34A-809 gives a 60-day runway before the Secretary of State can move to dissolve.

Common questions

When is my South Dakota LLC's annual report due? Under the rule in force through 2026, by January 31 beginning in the calendar year after formation. Starting January 1, 2027, the entity may instead use its formation-anniversary month under HB 1102; check the Secretary of State's business search for the selected date.

How much does it cost? $55 filed online, or $70 by mail (the $55 fee plus a $15 paper-processing charge). Filing late adds a $55 penalty (§ 47-34A-212(b)).

What happens if I don't file? You owe the $55 penalty and lose good standing; if you are still not filed 60 days after the due date, the Secretary of State can administratively dissolve your LLC (§ 47-34A-809).

Can I bring a dissolved South Dakota LLC back? Yes, with no deadline: apply for reinstatement, pay the delinquent report fees plus a $150 reinstatement fee, and attach a certificate that all taxes are paid (§ 47-34A-811). Reinstatement relates back to the dissolution date.

Statutes and sources

• SDCL § 47-34A-211 — LLC annual-report duty, routed to the consolidated rules in §§ 59-11-24 to 59-11-26. https://sdlegislature.gov/api/Statutes/47-34A-211.html (accessed 2026-08-17)
• SDCL § 59-11-24 — contents of the annual report, including the member-managed-LLC governor carve-out. https://sdlegislature.gov/api/Statutes/59-11-24.html (accessed 2026-08-17)
• SDCL § 59-11-25 — current January 31 timing and the future version effective January 1, 2027. https://sdlegislature.gov/api/Statutes/59-11-25.html (accessed 2026-09-19)
• 2026 SD HB 1102 §§ 1-2 — enrolled future-effective schedule and January 1, 2027 effective date. https://sdlegislature.gov/api/Bills/HTML/306277 (accessed 2026-08-17); official bill history.
• SDCL § 47-34A-212 — fees: $55 reporting fee and $55 non-filing penalty (raised by 2025 S.L. ch. 189). https://sdlegislature.gov/api/Statutes/47-34A-212.html (accessed 2026-08-17)
• SDCL § 47-34A-809 — grounds for administrative dissolution 60 days after a missed report or unpaid fees. https://sdlegislature.gov/api/Statutes/47-34A-809.html (accessed 2026-08-17)
• SDCL § 47-34A-811 — reinstatement: $150 fee, tax-clearance certificate, relation-back to the dissolution date. https://sdlegislature.gov/api/Statutes/47-34A-811.html (accessed 2026-08-17)
• South Dakota Secretary of State — Filing Fees — $55 online report, $70 paper report, $55 late fee, and $150 domestic-LLC reinstatement fee. https://sdsos.gov/general-information/filing-fees.aspx (accessed 2026-08-17)
• South Dakota Secretary of State — File an Annual Report — online portal and the $15 paper- processing fee. https://sosenterprise.sd.gov/BusinessServices/Business/AnnualReportInstr.aspx (accessed 2026-08-17)