Learn About Articles Of Organization For South Dakota LLCs
If you are ready to submit the Articles of Organization for your LLC to the South Dakota government, you can do so using one of two methods.
The first way is to do it online. The filing fee is cheaper here at $150. You also get instant approval.
The second way is by postal mail. The filing fee for your LLC is a bit higher at $165. You should have approval after three to five business days.
Online Instructions For Filing The Articles Of Organization For Your LLC In South Dakota
First, visit the Business Services page for South Dakota at https://sosenterprise.sd.gov/BusinessServices/Business/RegistrationInstr.aspx
Once there, find the button that says Start a New Business and click on it.
The drop-down menu should have an option for Business Entity Type. Choose (Domestic) LLC and then click on the Next button.
Your LLC Business Name
In the very first two boxes provided, input the LLC name that you desire. Be sure that your name has a designator following it. As a courtesy reminder, South Dakota law permits the following designators:
-LLC (This is the most popular of all the options)
-Ltd. Liability Co.
-Ltd. Liability Company
-Limited Liability Co.
-Limited Liability Company
Punctuation Note: You can put a comma in the name of your LLC in South Dakota. It can be prior to the designator, or you can just omit it. For instance, you can do either “XYZ Books, LLC” or “XYZ Books LLC”. Either one is acceptable.
You might not need to worry about the drop-down menu for Professional Type. It’s intended purely for those LLCs offering professional services. Examples would include accountants, doctors, dentists, nurses, lawyers, and the like. If you’re doing a conventional LLC, you can let this remain at the (None) option. Otherwise, just pick your specific industry and then click on the button that says Next.
Your Principal Address
Enter the main place of your business for your LLC where it says Principal Address. That might be your physical office address, someone’s home address, or even the address of a family member or friend.
This particular address might be in any of the 50 states. You don’t actually have to use an address in the state of South Dakota, although you certainly can.
You’ll have options for listing a phone number and fax number. However, these are optional inputs. Many filers choose to let them stay blank for privacy reasons.
Listing an email address isn’t optional, however. You can just input your own personal email address, but you can put in any specific email address that you want. This email address doesn’t have to be an actual ‘official’ business address, but you can do so if you want. What you need to know is that this is an email address where you will get crucial reminders and notices regarding your LLC from the Secretary of State of South Dakota.
Your Mailing Address
If your Principal Address and Mailing Address is going to be the same, then check off the option telling South Dakota to use the same for both. Once you check that box, the website will automatically fill in that same address from the other section.
On the other hand, if you’re going to use a different address for your Mailing and Principal Address, enter the new one here. Again, this address might be in any state, South Dakota or otherwise.
Once you finish all of this, then click on the button that says Next in order to move ahead with the process.
Choosing Your Registered Agent
Notice: We have a lesson about Registered Agents. If you haven’t already gone through it, we invite you to do so now.
Will the Registered Agent of your LLC be a single person? If so, it could be you, a relative, or a friend. In any of these cases, go through the drop-down menu until you see Non-Commercial Registered Agent and pick that option.
Pointer: Even though the ‘search’ function here might strike you as odd, just make sure you go through the instructions listed so you can add your chosen individual. Chances are good they’re already somewhere in the database the state has so far.
Just type in their first and last name before clicking on Search. Based on the popularity or distinctiveness of their name, one of two things will happen:
First, you might get a popup that shows the names of similar people. If you do, just click on the option for Add A New Agent so you can input their individual contact information.
Second, if you get blue text saying No Results Found, you can likewise input the appropriate contact information.
Put the name and street address of your Registered Agent in. Keep in mind that the address here should be a South Dakota address, and it’ can’t be a PO box.
Put in the email address of your Registered Agent too.
You can use the above Registered Agent address as their Mailing Address too, although they might actually prefer getting mail somewhere else. That’s not common, though.
LLC Organizer Or Organizers
The Organizer(s) of an LLC is whoever is submitting the required Articles of Organization to the Secretary of State of South Dakota. This can be a person or business. The Organizer isn’t always an owner/member of the LLC, but they certainly can be.
Most filers are going to be the organizer of their LLC. In cases such as these, you input your own first and last name, along with your address (which only has online open). Leave blank the field for Company before you click on the button that says Add.
If there is only a single Organizer for your LLC, then you can move ahead with the process by clicking on Next. However, if you want to add other Organizers, then put their contact information in before clicking Add.
Once you’re all done, click on the button that says Next.
Any Additional Details
The Period Of Duration:
The drop-down menu should have an option that defaults to Perpetual. Leave this as it is if you intend for your LLC to go on for an indefinite amount of time. That would leave your LLC open until such time that the Members close it, if ever. The majority of filers pick the perpetual existence option for their own LLCs.
On the other hand, if you would like an automatic shut down date in the future for your LLC, then choose the drop-down menu option for Expires. You then input either a particular Expiration Date or Year Until Expiration.
A Delayed Effective Date:
Leave this option blank if you want your LLC to automatically come into existence on its approval date, once South Dakota’s Secretary of State gives their blessing.
On the other hand, you can choose future dates, up to 90 days in the future, for your LLC existence to begin. You would enter that date in this box.
Click on the Next button to keep moving.
The LLC Manager(s)
Your LLC can be Manager-managed, or it can be Member-managed.
Member-managed LLCs are entities where every owner has the power to bind the LLC in both agreements and contracts. They can also run both the business and its daily operations.
Alternatively, Manager-managed LLCs usually have one designated person as the manager, although there might be several. The designated manager or managers are the only ones with binding powers for LLC contracts and agreements as well as overseeing daily and business operations. Other members can’t partake in any of this, as they work more as pure investors or play other passive roles.
The LLC Is Managed By:
This drop-down menu lets you stipulate whether or not your LLC is going to be Manager- or Member-managed.
If you decide on Manager-management, then you’ll see new fields where you have to input contact information for the manager or managers, just as you did with the Organizer(s).
If you go with Member-management, then there won’t be any new fields, so you don’t have to input anything extra.
LLC Liability For Debts/Obligations:
The LLC Act of South Dakota Chapter 47-34A-303 states that LLC members can be actually held liable for the obligations or debts of that LLC if the Articles of Organization have a provision stipulating this and a member has consented via writing to this provision.
Pointer: There’s No option for this. Most filers pick it, for obvious reasons.
Click on the button that says Next in order to move ahead.
The Beneficial Owner(s)
In the case of LLCs, the LLC Members are the Beneficial Owner(s).
If you want to list your LLC Members, it would include them with your public filing. To do so, enter their contact information. It follows the same pattern as earlier information inputs.
Keep in mind that this particular section is an optional one. You can just leave it all blank and click on the Next button to keep all this private and keep going.
Add Extra Provisions
You can input additional Articles for your LLC here.
Many filers skip this section, except when their lawyer or attorney gave them extra provisions to input.
Proceed with the process by clicking on the button that says Next.
The instructions for this section might seem confusing. It’s more often used by filing companies or attorneys submitting documents for their clients when they’re not listing themselves as an actual Organizer.
If you would like copies of the approval documents of your LLC mailed to somebody other than yourself, then this is where you put their name and postal address in.
Pointer: Many filers skip this section, leaving it blank before clicking on the button that says Next.
This section lists the information you have listed for the Articles of Organization for your LLC. Review all of your information for typos and accuracy.
The application section to the left lets you make any necessary or desired changes.
Pointer: You should also see some kind of message about your Articles of Organization ‘print and mail’ option. Ignore this if you do. You can finish all of this digitally.
Once it all looks right, find the Next button one more time and click on it.
The Signature/Authorization By
Read all the specific terms and conditions. Then, input the first and last name of your Organizer.
Use the Organizer for the title.
Pointer: If you had previously listed more than one Organizer, then you only have to have the very first one listed be the one to sign here.
Click on the button that says Next in order to get to the next step.
Making Your Payment
There should be a button that says Pay Online.
Click on it so you can input debit/credit card information, your email address, and phone number, and your billing address affiliated with the debit/credit card.
Pointer: Your email address and phone number will be kept private.
Click on the button that says Process for your payment to be finalized. This submits your LLC filing with South Dakota’s government.
Now that your LLC filing is online, it will be processed for approval. Online filings get immediate approval, and you’ll have a link to your Certificate of Organization, complete with stamp and approval. Download the document so you can save and print multiple copies.