How to Form an LLC in South Dakota
South Dakota charges $150 to form an LLC online, $165 on paper, and then $55 a year for an annual report due on the 1st day of the anniversary month. It has no state income tax at all, corporate or personal. The surprises sit at the edges: reinstatement after administrative dissolution costs $150 plus every back report, fee, and penalty and a Department of Revenue tax clearance certificate, a foreign LLC pays $750 to register, and a foreign LLC that loses its authority cannot reinstate at all.
South Dakota at a glance
Filing fee: $150 for the Articles of Organization, filed with the South Dakota Secretary of State. Recurring: An annual report every year, due on the 1st day of the anniversary month, $55 online or $70 on paper. Filing opens 2 months before the due date. A $55 late fee is assessed when the report is still unfiled 2 months after the due date, so a delinquent report costs $110 online. South Dakota has no state income tax, corporate or personal. Registered agent: required: the registered agent must be a resident of South Dakota with both a physical and a mailing address in South Dakota, either an individual or a South Dakota registered business entity serving as a noncommercial agent, or a commercial registered agent registered with the Secretary of State. Every figure on this page was checked against the South Dakota Secretary of State's, the South Dakota Legislature's, and the South Dakota Department of Revenue's official sites on November 8, 2026.
The South Dakota filing steps
Check your name on the state's own search
Search the Secretary of State's Business Name Availability Search before you file; the Secretary of State calls it a preliminary check only. Under SDCL 47-34A-105(a), a South Dakota LLC name must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC," with "limited" shortened to "Ltd." and "company" to "Co." if you choose. Under SDCL 47-34A-105(b), the name must be distinguishable upon the records of the Secretary of State from the name of any corporation, limited partnership, or company incorporated, organized, or authorized to transact business in this state, and from a reserved or registered name. The Secretary of State applies this as a sound test, asking whether the two names sound the same: Philips Avenue Diner and John Philips Avenue Diner are distinguishable, while Dear LLC and Deer LLC are not. SDCL 47-34A-105(c) and (d) allow an indistinguishable name where the present user consents in a record and undertakes to change its name, where you deliver a certified copy of a court judgment establishing your right to the name, or where you merged with, reorganized with, or acquired substantially all the assets of the other company. A name containing the word "TRUST" needs approval from the Department of Labor and Regulation, Division of Banking, and cannot be filed online. A search does not reserve the name. To hold one, file an application to reserve a name for $25 under SDCL 47-34A-1206(e); SDCL 47-34A-106 reserves it for your exclusive use for 120 days, and the same applicant may not reserve the same name again until more than 60 days after the last 120 day period expires.
Choose your registered agent
South Dakota uses the registered agent wording, under the Model Registered Agents Act, SDCL chapter 59-11. SDCL 47-34A-203(a)(3) requires the articles to state the information required by SDCL 59-11-6. The Secretary of State states the qualification plainly: a registered agent must be a resident of South Dakota, with both a physical and a mailing address in South Dakota. The agent may be a noncommercial registered agent, an individual who resides in South Dakota or a business entity registered in South Dakota, or a commercial registered agent that has registered with the Secretary of State under SDCL 59-11-7. Appointment is an affirmation that the agent has consented to serve. SDCL 59-11-5 requires a filing that states an address to state an actual street address or rural route box number in this state, and a mailing address in this state if different. The office holder option in SDCL 59-11-6(2)(b) does not apply to LLCs, per the Secretary of State. Change the agent or office by filing a Statement of Change of Registered Office or Registered Agent or Both under SDCL 59-11-11, for $10 online or $25 on paper; the $25 paper total is the $10 base fee plus the $15 paper processing fee. Keep the record current: the Secretary of State lists failure to keep a valid South Dakota registered agent on file as a reason an entity can be administratively dissolved or revoked, and for a foreign LLC, SDCL 47-34A-1006(a)(3) to (4) expressly covers failure to appoint and maintain an agent and failure to file a statement of change within 30 days of a change in the agent's name or address.
File the Articles of Organization with the Secretary of State
File the Articles of Organization with the Secretary of State, online through Business Services Online or on paper. The fee is $150 online and $165 on paper. SDCL 47-34A-212(a) sets the filing fee at $150, and the Secretary of State adds a $15 paper processing fee to articles filed on paper that could otherwise be filed online. Online filings are processed immediately, and an online filer receives a color PDF certificate of organization for immediate download; paper filings average 1 to 3 business days. Articles that contain a notice that the company is authorized to establish one or more series cost $200 under SDCL 47-34A-212(c). Under SDCL 47-34A-203(a), the articles state the name of the company, the address of the initial designated office, the registered agent information required by SDCL 59-11-6, the name and address of each organizer, the duration of the company if other than perpetual, whether the company is to be manager-managed and, if so, the name and address of each initial manager, whether one or more members are to be liable for its debts and obligations under SDCL 47-34A-303(c), and whether the company is authorized to establish one or more series. No business purpose statement and no member list are required: the Secretary of State confirms that owners of LLCs are not filed with its office, only organizers are.
Get an EIN from the IRS
Free, online, and takes minutes once your South Dakota filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.
Write your operating agreement
South Dakota recognizes written and oral operating agreements alike. SDCL 47-34A-101(14) defines an operating agreement as any valid agreement, either written or oral, under SDCL 47-34A-103 concerning the relations among the members, managers, and the limited liability company, and a single member company's agreement is not unenforceable merely because only one person is a party to it. Under SDCL 47-34A-103(a), all members may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and govern relations among the members, managers, and company, and a person who becomes a member is deemed to assent to it. Where the agreement does not provide, chapter 47-34A governs instead. SDCL 47-34A-103(b) sets the nonwaivable limits: the agreement may not eliminate the duty of loyalty or the obligation of good faith and fair dealing, though it may set standards the statute allows, may not vary the right to expel a member under SDCL 47-34A-601(6), may not vary the requirement to wind up in the cases specified in SDCL 47-34A-801(a)(3) or (4), and may not restrict the rights of non-members, non-managers, and non-transferees. If an operating agreement provision conflicts with the articles, the operating agreement controls as to managers, members, and transferees, and the articles control as to other persons who reasonably rely on them. The agreement is an internal document: the Secretary of State states that operating agreements are not filed with its office, and no fee for one appears in SDCL 47-34A-212 or SDCL 47-34A-1206.
Open the business bank account and handle licenses
Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. South Dakota issues no single statewide general business license through the Secretary of State. Licensing is industry specific, through state agencies, or local, through your city or county. The state level step most operating businesses meet is sales tax licensing with the Department of Revenue where the business's own sales activity requires it, as the cost page explains. Check your industry and your city before you budget, because those offices, not the Secretary of State, set those charges.
Filing details that trip people up
- No publication is required to form, and none ever becomes required. The complete required contents of the articles in SDCL 47-34A-203(a) contain no publication step, and no formation provision in chapter 47-34A imposes one. The Act's only publication provision is optional and comes after dissolution: under SDCL 47-34A-808(a), a dissolved company may publish notice of its dissolution at least once in a newspaper of general circulation in the county of its principal office, or Hughes County if it has none in this state, to bar claims not brought within five years after publication. It is a claims bar tool the company may use, never a formation requirement, and it carries no state fee on this site.
- The annual report is $55, not $50, and it is due on the 1st day of the anniversary month. SDCL 47-34A-212(b), as amended by House Bill 1024 (SL 2025, ch. 189), sets the reporting fee at $55, due and payable with each annual report; the $70 paper total adds the $15 paper processing fee. Older $50 and $65 figures are superseded. The Secretary of State states that annual reports are due every year on the 1st day of the anniversary month of when the business was initially filed, so an entity filed June 11, 2026 owes its first report June 1, 2027 and every June 1 after, and filing may begin 2 months before the due date. A January 31 alternative filing date takes effect January 1, 2027 under SL 2026, ch. 203; it is not available before that date.
- A foreign LLC pays $750 to register, and its home state certificate of existence has no stated freshness window. SDCL 47-34A-212(a) sets the foreign filing fee at $750 online, $765 on paper with the paper processing fee, and a foreign series application is $800. Under SDCL 47-34A-1002(c), the company shall deliver with the completed application a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of its publicly filed records in its home jurisdiction, and the official form calls for a one page original certificate of existence. No freshness window, for example 30 or 90 days, is stated in SDCL 47-34A-1002(c) or on the official form, and this site prints none. A company that transacts business without a certificate may not maintain an action or proceeding in South Dakota under SDCL 47-34A-1008, although its contracts stay valid, it can still defend an action, and a member or manager is not liable for the company's debts solely because of the unregistered business.
- A DBA is a fictitious name registration, $10 per name for 5 years. South Dakota registers DBAs, called fictitious names, with the Secretary of State under SDCL chapter 37-11. Under SDCL 37-11-1, any person regularly engaging in or conducting a business in this state shall file a fictitious name statement unless the business name plainly shows the true surname of each person interested in the business, or the name of the business is on file with the Secretary of State in a required business filing, so an LLC trading under its exact legal name on file needs no filing and an LLC trading under a different name does. The fee is $10 per name with each new filing and renewal, registrations last five years from the date of filing, and renewal runs from 30 days before the expiration date until the day of expiration; once expired, the name must be registered as new. An amendment on a change of ownership interest or addresses is $10 per name, and cancellation carries no fee. Our DBA guide covers the details.
- Reinstatement costs $150 plus everything owed and a tax clearance certificate, and closing voluntarily costs $10. The official Application for Reinstatement under SDCL 47-34A-811 states a filing fee of $150 and requires the applicant to show the grounds for dissolution did not exist or have been eliminated by filing all required reports and paying all fees and penalties, and to attach a certificate from the South Dakota Department of Revenue reciting that any and all taxes owed by the company have been paid; the Department emails the approved certificate directly to the Secretary of State, and it must be received before the reinstatement paperwork can be processed. Foreign business entities cannot be reinstated in South Dakota and must file for a new Certificate of Authority. Voluntary closing is simpler: Articles of Termination under SDCL 47-34A-805 cost $10 under SDCL 47-34A-1206(b), and the three required contents of those articles contain no tax clearance certificate and no Department of Revenue sign off.
After your South Dakota LLC is approved
Get the EIN, open the business bank account, and handle sales tax licensing with the Department of Revenue if your activity requires it. Then calendar the one recurring deadline South Dakota imposes: the annual report, due on the 1st day of the anniversary month every year, $55 online or $70 on paper, with filing opening 2 months early. Do not let it slip 2 months past the due date, because at that point the $55 late fee is assessed and the report costs $110 online, and an LLC that does not pay fees, taxes, or penalties within 60 days after they are due, or does not deliver its annual report within 60 days after it is due, can be administratively dissolved under SDCL 47-34A-809. Keep the registered agent record current as well, and file a statement of change, $10 online or $25 on paper, whenever the agent or office changes. If the business will trade under a different name, budget the $10 fictitious name registration, which lasts 5 years.
The full recurring picture for South Dakota, with fees and due dates, is on the South Dakota annual report and compliance page, and the money view is on the South Dakota LLC cost page.
South Dakota LLC questions
Does South Dakota have a state income tax on an LLC?
No. The Department of Revenue states that South Dakota is one of seven states that does not impose a state income tax, and that South Dakota does not impose a corporate income tax. There is no entity level income tax on a default LLC, no pass-through income tax return to the state, and no state income tax on members. Federal taxation is unaffected.
What happens if a South Dakota LLC misses its annual report?
The report is due on the 1st day of the anniversary month. If it has still not been filed 2 months following the due date, the entity becomes delinquent and the $55 late fee in SDCL 47-34A-212(b) is assessed, so a delinquent report costs $110 online or $125 on paper. Under SDCL 47-34A-809, the Secretary of State may commence administrative dissolution where a company does not pay fees, taxes, or penalties within 60 days after they are due or does not deliver its annual report within 60 days after it is due. Reinstatement costs $150 plus all delinquent reports, fees, and penalties, plus a Department of Revenue tax clearance certificate. See the South Dakota report page.
How much does a foreign LLC pay to register in South Dakota?
$750 online, or $765 on paper. SDCL 47-34A-212(a) sets the fee for filing the articles of organization in the case of a foreign limited liability company at seven hundred fifty dollars, and the official paper application states $765 with the $15 paper processing fee. The application must be accompanied by a certificate of existence from the home jurisdiction; neither the statute nor the official form states a freshness window for that certificate.
Does a South Dakota LLC file a BOI report?
No. US-formed companies are exempt under the federal final rule of August 14, 2026. See the BOI tracker.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.