The first step in forming a South Dakota Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of South Dakota. The South Dakota Secretary of State makes it easy to search and verify if your LLC name is available.  Learn how to do a no-cost South Dakota LLC name search. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– Limited Liability Company
– Limited Company
– L.L.C.
– LLC
– L.C.
– LC
Additionally, Limited can be abbreviated as Ltd. and Company abbreviated as Co.

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

If there is an LLC name you want to use, but you are not ready to register the LLC, the Application for Name Reservation can be filed with the Secretary of State to hold a name for up to 120 days.

Before settling on a name, you may want to do a domain name search to try and match your business name and website address.

Every LLC in South Dakota is required to have a registered agent. A registered agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The basic requirements to be a registered agent in South Dakota include:
– The agent must be a South Dakota resident at least 18 years of age or a commercial registered agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.

Learn more about the requirements for a registered agent in South Dakota.

An individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or still employed.  Hiring a commercial registered agent service like Northwest Registered Agent will help keep the owner’s names from being listed on the state’s website.

The paperwork to officially create an LLC in South Dakota is called the Articles of Organization. To submit the paperwork, either file online through the South Dakota Secretary of State’s website.  If you prefer to fill out and mail the application, download the Articles of Organization Form.

Related: How to fill out the South Dakota Articles of Organization

When filling out the Articles of Organization, a few sections and terms can be confusing. Let’s go over a few of these sections to help get your LLC started right.

Principal Address – In this section, enter the street address, city, state, and zip code of the initial principal office.  This address can be the LLC’s physical address or the address where the business records are stored.  You may not use a PO Box for the designated office.  There are also fields for a phone number and email address and is not often provided as the phone number becomes public record.  The email is required and is the address where the Secretary of State will send notifications when annual reports are due.

A mailing address is needed, and it can be the same as the principal address.  If the LLC records should be sent to a different address, enter that information in the Mailing Address Section.  If the address is the same as the principal office, click on the “Use this address as the Mailing Address also” box to copy the Principal Address address.

Organizer(s) – An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney, or accountant, but any LLC member can be listed as an organizer.

For most LLCs, the members will also be the organizers.

Period of Duration – In this section, you can indicate how long the LLC will remain in existence.  Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.

Delayed Effective Date – If you want the LLC to start immediately, leave this field blank.  If you want the LLC to start later, enter a date less than 90 days in the future.  The main reason for delaying the LLC start date is when the filing is made close to the end of a calendar year, but the business isn’t going to have any activity until the start of the next year.  You can eliminate the need to file a partial-year business tax return by delaying the start date until the following year.

Management – This section asks if the LLC is Member-Managed or Manager-Managed.
– Member-Managed LLCs have an active involvement in the management and have the authority to act on behalf of the LLC.
– Manager-Managed LLCs are hired by the members to run the LLC, similar to a CEO of a corporation.  This is generally used when there are passive members in the LLC, and the members do not actively manage or operate in the affairs of the business.

Most LLCs are Member-Managed.

Beneficial Owner(s) – This is an optional section, and each member of the LLC is typically considered a beneficial owner.  Entering their names with the LLC filing puts their names and address on public record.