Protected and Registered Series LLC Formation Requirements in South Dakota

At a glance

Requirements one by one

Agreement, articles, and designation

SDCL § 47-34A-701 lets an operating agreement establish or provide for a series of members, managers, or LLC interests. Under § 47-34A-203(a)(8), the parent articles say whether the LLC may establish series and include the matters required by § 47-34A-702. That section makes agreement creation, agreement liability terms, parent notice, separate records, separate asset accounting, and an issued designation certificate conditions of the series-only asset rule.

Section 47-34A-704(a)(1)-(2) starts a liability-limited series when the secretary of state issues its certificate of designation and treats the certificate as conclusive evidence of the stated organizational conditions. Section 47-34A-707 requires an application with the parent and series names, series principal office, and any different managers for a manager-managed series. Section 47-34A-704(a)(5) identifies who may execute the application; § 47-34A-1206(n) sets a $50 filing fee.

Name, records, and asset rule

Under § 47-34A-703, the domestic series name contains the whole LLC name and is distinguishable from the names of other series in the articles. Section 47-34A-702(a) requires distinct records and separate accounting for assets associated with each series, including assets held indirectly. Section 47-34A-702(e) permits a qualifying series to contract and hold title in its own name. Section 47-34A-702(c)-(d) states the converse asset limitation, subject to the agreement, and makes parent notice plus the designation certificate notice of the series limitation.

Changes and termination

A series name change uses a new designation application under § 47-34A-704(a)(3); § 47-34A-707 also requires a new application and fee for designation amendments. Section 47-34A-704(a)(4) permits separate series dissolution and provides for termination after winding up and the specified filing. Management of the series follows its agreement under § 47-34A-705(b).

What trips people up

The agreement and notice alone do not complete the liability-limited route: § 47-34A-702(a)(6) requires an issued certificate of designation for each series claiming the statutory limit. The ordinary parent amendment that adds series authorization has its own $110 filing fee under § 47-34A-1206(m); the series designation application fee is $50 under subsection (n).

Common questions

Can a series have different managers from the parent? Yes. Section 47-34A-707 requires the designation application to list different managers when that series is manager-managed; § 47-34A-705(b) lets the agreement provide for series management.

Does ending a series end the parent LLC? Section 47-34A-704(a)(4) permits a series to dissolve and wind up without dissolving the LLC, except as the operating agreement provides.

Can a series own assets in its own name? Section 47-34A-702(e) permits that for a liability-limited series. The separate-record and accounting conditions still apply.

Statutes and sources

• S.D. Codified Laws § 47-34A-203(a)(8): “Whether the limited liability company is authorized to establish one or more series and the matters required under § 47-34A-702 .” https://sdlegislature.gov/api/Statutes/47-34A-203.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-701: “An operating agreement may establish or provide for the establishment of a series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. To the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective.” https://sdlegislature.gov/api/Statutes/47-34A-701.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-702(a): “the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, if all of the following apply: (1) The operating agreement creates one or more series; (2) Separate and distinct records are maintained for or on behalf of any such series; (3) The assets associated with any such series, whether held directly or indirectly, including through a nominee or otherwise, are accounted for separately from the other assets of the limited liability company or of any other series; (4) The operating agreement provides for the limitations on liabilities of a series described in this subsection; (5) Notice of the limitation on liabilities of a series described in this subsection is included in the limited liability company’s articles of organization; and (6) A certificate of designation has been issued for each series that is to have limited liability under this section.” https://sdlegislature.gov/api/Statutes/47-34A-702.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-702(c)-(d): “With respect to a particular series, unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a limited liability company generally, or any other series thereof, are enforceable against the assets of such series, subject to the provisions of subsection (a). (d) Compliance with subdivisions (a)(5) and (a)(6) of this section shall constitute notice of such limitation of liability of a series.” https://sdlegislature.gov/api/Statutes/47-34A-702.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-702(e): “A series with limited liability shall be treated as a separate entity to the extent set forth in the articles of organization. Each series with limited liability may, in its own name, contract, hold title to assets, including real and personal property, whether tangible or intangible, grant security interests, sue and be sued, and otherwise conduct business and exercise the powers of a limited liability company under this chapter.” https://sdlegislature.gov/api/Statutes/47-34A-702.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-703: “Except in the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under § 47-34A-1005 , the name of the series with limited liability is required to contain the entire name of the limited liability company and be distinguishable from the names of the other series set forth in the articles of organization.” https://sdlegislature.gov/api/Statutes/47-34A-703.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-704(a)(1)-(2): “Upon issuance by the secretary of state of a certificate of designation setting forth the name of the series with limited liability, in compliance with § 47-34A-203 or amendments under § 47-34A-204 , the series' existence shall begin; (2) Each certificate of designation issued by the secretary of state shall be conclusive evidence that all required conditions have been met and that the series has been or shall be legally organized and formed under this section and is notice for all purposes of all other facts required to be set forth therein as of the filing date on the certificate;” https://sdlegislature.gov/api/Statutes/47-34A-704.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-704(a)(3): “The name of a series with limited liability under this section may be changed by filing an application for a new certificate of designation with the secretary of state pursuant to § 47-34A-204 , identifying the series whose name is being changed and the new name of such series.” https://sdlegislature.gov/api/Statutes/47-34A-704.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-704(a)(4): “A series with limited liability under this section may be dissolved (i) upon the occurrence of any of the events referenced in § 47-34A-801 with respect to the series or (ii) by the dissolution of the limited liability company as provided in § 47-34A-801 . Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company or any other series. The dissolution of a series established in accordance with § 47-34A-702 does not affect the limitation on liabilities of such series provided by § 47-34A-702 . A series will be terminated (i) upon the dissolution and winding up of the limited liability company and the filing of articles of termination pursuant to § 47-34A-805 , or (ii) upon the dissolution and winding up of the series and filing of an application for a certificate of designation identifying the series being terminated;” https://sdlegislature.gov/api/Statutes/47-34A-704.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-704(a)(5): “Articles of organization, articles of amendment, articles of termination, or applications for certificates of designation described under this subsection may be executed by the limited liability company or any manager, person, or entity designated in the operating agreement for the limited liability company.” https://sdlegislature.gov/api/Statutes/47-34A-704.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-705(b): “A series may be managed either by the member or members associated with the series or by the manager or managers chosen by the members of such series, as provided in the operating agreement. Unless otherwise provided in an operating agreement, the management of a series shall be vested in the members associated with such series.” https://sdlegislature.gov/api/Statutes/47-34A-705.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-707: “An application for a certificate of designation shall exist in a medium prescribed by the secretary of state and shall set forth: (1) The name of the limited liability company; (2) The name of the series of the limited liability company; (3) The principal office address for the series; and (4) Whether the series is to be manager-managed, and, if so, the name and address for each initial manager, if different than the manager of the limited liability company in subsection (1). Any amendment to the certificate of designation shall require a new application for a certificate of designation and payment of the applicable filing fee.” https://sdlegislature.gov/api/Statutes/47-34A-707.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-1206(m): “For amending or restating the articles of organization in the case of a domestic limited liability company or for filing an application to amend or restate the certificate of authority in the case of a foreign limited liability company, where the amendment contains a notice that the limited liability company is authorized to establish one or more series, a filing fee of one hundred ten dollars;” https://sdlegislature.gov/api/Statutes/47-34A-1206.html (accessed 2026-09-27).
• S.D. Codified Laws § 47-34A-1206(n): “For filing an application for a certificate of designation, fifty dollars.” https://sdlegislature.gov/api/Statutes/47-34A-1206.html (accessed 2026-09-27).