Articles of Organization LLC South Dakota

What Are South Dakota Articles of Organization?

The Articles of Organization in South Dakota, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document outlines the basic details of the LLC, such as its name, address, and management structure, and is filed with the South Dakota Secretary of State. The Articles of Organization serve as the official record of the LLC's formation and are governed by the South Dakota Codified Laws, specifically Chapter 47-34A.

Are South Dakota Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in South Dakota. According to SDCL 47-34A-202, an LLC is not legally recognized until the Articles of Organization are filed with the Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in South Dakota Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per SDCL 47-34A-105. The name must be distinguishable from other registered entities in South Dakota. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the South Dakota Business Information Search.

South Dakota Registered Agent and Registered Office

Every South Dakota LLC must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident of South Dakota or a business entity authorized to do business in the state, as outlined in SDCL 47-34A-111. The registered office must be a physical address in South Dakota, not a P.O. Box. The agent must consent to their appointment, and more information can be found in the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per SDCL 47-34A-203. The document should include the names and addresses of the initial managers or members, depending on the management structure chosen.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in South Dakota, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

South Dakota allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required. For more information, refer to the Professional Entity Forms.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per SDCL 47-34A-203. During a delayed effective period, the LLC is not considered active until the specified date.

How to File South Dakota Articles of Organization

Online

The South Dakota Secretary of State offers an online filing system called FirstStop. This service is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

1. Create an account on FirstStop.
2. Select "File a New Business."
3. Complete the Articles of Organization form.
4. Pay the filing fee.
5. Submit the form.

Mail

To file by mail, send the completed Articles of Organization form to:

South Dakota Secretary of State
500 E Capitol Ave
Pierre, SD 57501

Include one original and one copy of the form, along with a check payable to "Secretary of State." Processing time for mail filings is typically 3-5 business days. The original document will be returned to the filer once processed.

South Dakota Articles of Organization Filing Fee

The filing fee for the Articles of Organization in South Dakota is $150. For the most current fee schedule, visit the South Dakota Secretary of State's fee schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing South Dakota Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in South Dakota. The Secretary of State will issue a Certificate of Organization as evidence of filing. The LLC must then obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done here.

The LLC may also need to register for state taxes with the South Dakota Department of Revenue, which can be done here. While an Operating Agreement is not required by law, it is recommended to outline the management and operational structure of the LLC.

Common Mistakes When Filing South Dakota Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Ensure the name is distinguishable and complies with SDCL 47-34A-105.
2. Missing Required Information: Omitting required details such as the registered agent's information can result in rejection. Double-check all fields before submission.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure they consent to the role and have a physical address in South Dakota.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "university."
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer. Unsigned documents will not be processed.
7. Wrong Forms for Professional Services: Professional LLCs may require different forms. Check the Professional Entity Forms for guidance.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within 90 days of filing as per SDCL 47-34A-203.

Additional Resources

• South Dakota Secretary of State Main Page
• South Dakota Department of Revenue
• Contact: Phone: (605) 773-4845, Email: sdsos@state.sd.us

This article provides general information about South Dakota LLC formation requirements under the South Dakota Codified Laws. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.