How do I maintain my South Dakota?
Are you considering setting up an LLC in South Dakota? BetterLegal has developed a complete yet concise guide to help you through the process through our years of experience. The five critical steps to properly set up an LLC in South Dakota in order are:
Prepare by choosing a Name and Registered Agent
File Articles of Organization with the State of South Dakota
Apply for an EIN with the IRS
Obtain an Operating Agreement
Handle Ongoing South Dakota Compliance and Maintenance
An LLC (Limited Liability Company) is a fairly new business structure which combines the best aspects of two older structures. Corporations have existed since before the US existed, but require heavy maintenance such as quarterly meetings with officially recorded minutes, board approval and distribution of ownership, and more. On the other side of the spectrum is a sole proprietorship (or partnership if more than one person) that possesses tax benefits, but doesn't provide the owners with liability protection.
Combining the liability protection of a corporation and the tax benefits of a partnership, LLCs were created and slowly adopted by all 50 states between 1977-1998. This means that, as the owner of an LLC, you are not personally liable for any debts or obligations of the business. This can be a crucial safeguard for a sole proprietor, as transitioning to an LLC protects your personal assets, such as your home or savings, in the event that the business is sued or faces financial difficulties.
In addition to liability protection, an LLC helps establish credibility for your business. When you officially register your business as an LLC, you are signaling to the public that you are a professional and legitimate operation. This is especially important for a sole owner of a business as customers have more options than ever and are more likely to choose a company that feels more trustworthy. Any credibility you can build with your future customers is extremely important.
The first step in setting up an LLC in South Dakota is choosing a name for your business. The name you choose will represent your company and be used on all official documents, so it's essential to take the time to carefully consider your options.
It may seem tempting to have a very specialized name like "Irene's South Dakota Ice Cream." However, if you're still iterating on your business offering or may expand, a somewhat generalized name may work in your favor. Don't fret too much as you can always change a South Dakota LLC's name or use a nickname by filing a South Dakota DBA. More on those post-formation options can be found under Step 5: Changes and Maintenance.
It's important to choose a name that is unique and not already in use by another business. You can use the South Dakota Secretary of State's name check service to verify the availability of your desired LLC name. If you are having trouble accessing the name check service, you can also call the South Dakota Secretary of State. Call (605) 773-4845 for assistance..
When choosing a name for your LLC, it's important to keep the following guidelines in mind: The LLC name must contain one of the following: LC, L.C., LLC (most popular), L.L.C., Ltd. Liability Co., Ltd. Liability Company, Limited Liability Co., Limited Liability Company.
When choosing a name, it's also important to consider available domain names and social handles. One of our early customers owned austineventcollective.com as well as austineventcollective across every social platform. Unfortunately, someone in Texas already had a registered "Austin Event Collective LLC" and rejected her filing.
If you’re not ready to file, it is possible to reserve your South Dakota LLC's name before officially registering your LLC with the South Dakota Secretary of State. Please note that this is an additional and separate cost from officially filing your LLC and only holds the name, so you have to decide whether reserving a name for a few months is a better option than simply setting your Effective Start Date for the future (more on this in Step 2).
The next step in setting up an LLC in South Dakota is choosing a registered agent. This person or entity will be responsible for receiving official mail from the State of South Dakota and legal documents on behalf of your business.
The Registered Agent for your LLC in South Dakota must have a physical street address in South Dakota. PO Box addresses aren’t allowed.
It's worth noting that this information is considered a public record and may be accessed by anyone. This means that anyone can view the names and addresses of the managers or members of your LLC by requesting a copy of your Articles of Organization from the South Dakota Secretary of State. If you are concerned about privacy, you may want to consider using a third party to act as a registered agent for your LLC rather than using your own personal information. This step helps protect your operator's and owner's privacy and shield your personal information from public view.
There are countless options for Registered Agent Service, but we believe BetterLegal provides the best value. Click here to sign up.
Some additional guidelines in South Dakota for Registered Agents: The registered agent may be an individual or a registered entity in SD.
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Once you have chosen a name and registered agent for your LLC, you'll need to file the Articles of Organization with the South Dakota Secretary of State for a fee of If filing online, $150. If filing by mail, $165. which is refundable and provide a digital, scanned, or wet signature of the organizer.
If filing online, credit card. If filing by mail, payment check or money order.
The turnaround time for LLC formation in South Dakota is advertised by the Secretary of State as one (1) minute after payment if it was submission was made online. However, if it was made by mail, it can take up to three (3) to five (5) business days. Keep in mind that this can take longer based on state examiner’s workload at the time of filing. BetterLegal's internal experience with South Dakota is twenty-four (24) hours from the time of payment receipt, as long as the filing request was received during BetterLegal's operating hours (Monday to Friday from 9 a.m. to 7 p.m. EST). Expedited services are not available for South Dakota LLC formation.
Please note that the Secretary of State's office in South Dakota is closed on weekends and state holidays. The office is open from 8:00am to 5:00pm, Monday through Friday.
Also note, that you should not apply for an EIN (Step 3) until South Dakota has approved and delivered your Articles of Organization in case your LLC's name is rejected.
If you want to set a future "start date" for your LLC, this the date when you submitted your LLC application or a future effective date that may not be more than ninety (90) days from the date of filing. in the State of South Dakota.
In South Dakota, you're required to provide Principal Office Address, Registered Agent Address, Manager's Address" If you want your address information to be private rather than public record, make sure your Registered Agent allows for all addresses. BetterLegal's $90/year service provides full privacy.
State's Mailing Address: The mailing address may be different from the listed registered agent address or principal office address
The Manager's Information section of your LLC's Articles of Organization may include the names and addresses of the managers or members of your LLC. Here is extra information South Dakota will want to know about your Managers:
Management Type - Is your LLC manager-managed or member-managed?
Manager's Name - It may be an individual or non-individual manager. Members and managers may be individuals, partnerships, corporations, and any other type of legal entity. However, for non-individual managers, there must be an authorized representative to sign the LLC's articles of organization.
Manager's Address - This may be a business or post office box address, especially if privacy concerns are an issue. Note that a document on file with the secretary of state is a public record that is subject to public access and disclosure.
After the Articles of Organization has been filed and accepted by the South Dakota Secretary of State, the LLC is officially formed. Here's what South Dakota will provide back to you based on your method of submission: If filed online, documents can be downloaded immediately after payment on website portal. If by mail, approved documents will be mailed to the return address.
The official deliverables will include: the following documents: 1) Stamped filling acknowledgment (contains certificate) 2) Letter (receipt)
You should keep a copy of the Articles of Organization for your records and use it to open a bank account, apply for business licenses, and conduct other business.
If your filing is rejected, you'll receive information from the South Dakota Secretary of State explaining the reason for the rejection. You can then make the necessary corrections and resubmit your documents. Regardless whether filed online or by mail, the document must be refiled.
Obtaining an Employer Identification Number (EIN) is a crucial step in starting an LLC in South Dakota because banks require it to open a business bank account and the IRS requires it to pay taxes. So if you plan on making money, you'll need one. You don't need to employ anyone to need an EIN, it's simply a poor name choice by the IRS for what is essentially your LLC's Social Security Number or Tax ID.
An EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business for tax purposes and formatted as 12-3456789. EINs are free to get from the Internal Revenue Service's website, but can be tricky if you're not careful when answering their questions.
An EIN is a Tax ID for the federal government, it is not your Tax ID for the State of South Dakota.
Here are some key points to keep in mind when obtaining an EIN for your LLC:
It's important to note that the EIN is for tax purposes only and does not give any rights or privileges to the holder.
The turnaround time for an EIN is instant and the fee is $0. However, the IRS’ website that generates EINs only works normal business hours EST, so it’s a good idea to plan ahead if getting this item is time sensitive. Also note, that you should not apply for an EIN until South Dakota has approved and delivered your Articles of Organization in case your desired business name is rejected.
An operating agreement is an important document for any LLC, as it lays out the rights and responsibilities of the members (owners), as well as the management structure of the LLC. It's not a mandatory document filed with the State of South Dakota, but it's highly recommended to have notarized as it can help prevent disputes and misunderstandings among members later on.
While it's your preference to decide whether the South Dakota LLC is manager-managed or member-managed, BetterLegal prefers to set up LLCs as manager-managed since an individual can be both a manager and a member. If a manager/member wants to become passive at a later stage of the company and the Operating Agreement is set up as member-managed, then it opens up a can of worms that could have been avoided by retaining the separation of duties from the beginning.
Here are some key points to keep in mind when creating an Operating Agreement for your LLC:
This is an important document for a South Dakota Limited Liability Company and is too often overlooked or skimped on. If setting up a single-member LLC, be wary of professionals that charge hundreds or thousands of dollars for a single-page document. We have seen attorneys charge $3500 for a simple document providing zero ability for supporting multiple owners in the future. While you may start as a sole owner, that may not always be the case. It's best to plan ahead during these early phases before the grind of entrepreneurship sets in.
We've also seen instances where an individual helping with the business early on later claims ownership upon the business' later success. Never refer to someone paid or unpaid as a "partner" in public, especially if you don't have a signed and notarized Operating Agreement in place.
If you're setting up your South Dakota LLC on your own and need an Operating Agreement, BetterLegal can provide one for a reasonable fee.
The Operating Agreement should be reviewed periodically and updated to ensure that it accurately reflects the current state of the South Dakota LLC.
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As an LLC in South Dakota, you'll need to comply with certain South Dakota regulations.
This includes, but not limited to:
Can I file an LLC in South Dakota myself?
You can file an LLC in South Dakota yourself by visiting the South Dakota Secretary of State's website and submitting the necessary paperwork and fees. The process involves filling out the Articles of Organization and paying a filing fee. Additionally, you will need to choose a unique name for your LLC and appoint a registered agent for your business. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.
How much does it cost to file an LLC in South Dakota?
The cost to file an LLC in South Dakota is If filing online, $150. If filing by mail, $165.. This fee is for filing the Articles of Organization with the state and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.
Can you file an LLC in South Dakota for free?
No, there is a fee to file an LLC in South Dakota. The fee for filing an LLC is If filing online, $150. If filing by mail, $165. and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.
How fast can you get an LLC in South Dakota?
The turnaround time for LLC formation in South Dakota is advertised by the Secretary of State as one (1) minute after payment if it was submission was made online. However, if it was made by mail, it can take up to three (3) to five (5) business days. . This turnaround can take longer based on state examiner’s workload at the time of filing.
Can I file for an LLC in South Dakota Online?
Yes, you can file for an LLC in South Dakota online through the South Dakota Secretary of State's website. The process involves filling out the Articles of Organization, choosing a unique name for your LLC, and appointing a registered agent. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.
What is the minimum number of members in a South Dakota LLC?
The minimum number of members in an LLC is one. An LLC can have any number of members, and the members can be individuals or other entities such as corporations or other LLCs.
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