You have a big idea, truckloads of ambition, dreams of a thriving South Dakota LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Formation.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Formation is what authenticates your LLC, making it official in South Dakota. It’s perhaps the most important step in starting your South Dakota LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Formation, you should have a few pieces of information ready to help streamline the process.
Recommended ✔If you want to make sure your LLC is formed correctly, hire an LLC service. Below are the top two that will take care of all the legal paperwork:
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review. If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
If getting the most value out of an LLC service is your priority, choose ZenBusiness. They charge one of the lowest rates online and include all the most important features when starting a business. Read Review.
If you're on a strict budget and prefer using the cheapest LLC service, choose IncFile. They will form an LLC for free (plus state filing fee) and give you great features along the way. Read Review.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Articles of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
Before including a name on your Articles of Organization, confirm that it complies with the state’s requirements. This means that it must include “limited liability company,” “limited company,” or one of the following abbreviations: “L.L.C.,” “LLC,” “L.C.,” or “LC.” Plus, it needs to be distinguishable from every other name on record with the South Dakota Secretary of State. To find out if someone’s already using your name, search for it using the Name Availability Search tool.
Once you’ve found your perfect name, include it on your Articles of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.
IMPORTANT: Don’t forget to get your business domain name so nobody else can use it. This will protect your brand and make things much easier for you down the road. Secure it easily through GoDaddy.
Choosing a South Dakota Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. You must declare your initial registered agent at the time that you filed the Articles of Organization by including their name and address.
Your registered agent can be either an individual or a business entity like a registered agent service. An individual agent must be a South Dakota resident with a physical and mailing address in the state. And if you use a company, it must be authorized to do business in South Dakota.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your South Dakota Articles of Organization
Now for the main event: the Articles of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in South Dakota.
Considering its immense importance to your LLC, it’s a nice surprise that the Articles of Organization isn’t overly long or complicated. Still, it’s a good idea to gather all the necessary information beforehand. This way, you’ll fly right through it. Here’s what you need:
- The LLC name
- The LLC’s business purpose (optional)
- The designated office
- Registered agent name and address
- Each organizer’s name and address
- LLC duration
- Whether the LLC is managed by members or managers
- The name and address of each manager (if manager-managed)
- Whether members will be liable the LLC’s debts and obligations
- Name(s), address(es), and signature(s) of the organizer(s)
The fee and processing time depend on which filing method you choose. Online filings are processed immediately and cost $150, while paper submission processing takes 3-5 business days and costs $165. If you’re filing a hard copy, you can also request expedited processing for an additional $50 fee.
The state offers three options for filing – online, by mail, and in-person – so you can choose the one that works best for you.
If you need to start your business right away, this is the method for you. Filing online is the quickest and most cost-effective way to do it. As mentioned above, forms are processed immediately. As a bonus, it’s also $15 cheaper than submitting a hard copy.
Download and complete the paper application, then submit it (with your $165 payment) to:
Secretary of State Office
500 E Capitol Ave
Pierre, SD 57501
Live in Pierre? You can also hand-deliver your form and payment to:
215 E. Prospect Ave.
Pierre, SD 57501
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in South Dakota), but what if your business is expanding to South Dakota from another state? In this case, don’t worry about the Articles of Organization. You’ll be taking a different route.
Any business that was formed in another state must foreign qualify in South Dakota by filing an Application for Certificate of Authority either online or by mail. It might be tempting to start doing business immediately, but resist the urge! Operating without authorization can lead to some serious consequences.
After you’ve successfully received your Certificate of Authority, however, go ahead and kick off your business activities!
Want Help Filing Your Articles of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Articles of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the South Dakota Secretary of State. They will complete everything outlined in this guide and notify you when your Articles of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like Annual Reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.