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PCF makes it fast, easy and cost-efficient to Form a LLC in South Dakota
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AND keep up with recurring South Dakota LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your South Dakota LLC and we will notify you each year well in advance of the due date for
any required South Dakota LLC reporting requirements
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If you're ready to form a South Dakota LLC online now
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Check our South Dakota LLC options and prices
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If you need more information about forming a South Dakota LLC online, the information below may help you understand the requirements and implications of
forming a LLC in South Dakota.
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Do I need a lawyer to form a South Dakota Limited Liability Company (LLC)
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The short answer is no.
The state of South Dakota does not legally require a lawyer to form a
South Dakota LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a South Dakota LLC.
However, if there is anything about forming an LLC in South Dakota
that you're not sure about you should seek the advice of a competent South Dakota lawyer, a South Dakota accountant,
or both before you form a LLC in South Dakota.
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Once you have made the decision to form a LLC in South Dakota, a South Dakota lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new South Dakota LLC.
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Put the money you save with PCF right where it belongs
into your new South Dakota LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a South Dakota Limited Liability Company (LLC)
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1. Choose a name for your South Dakota LLC
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- PCF will check to make sure that your South Dakota LLC name is available, conforms to state of South Dakota LLC naming
regulations, and will reserve the LLC name with the South Dakota Secretary of State.
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Your South Dakota LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the South Dakota LLC name that you choose must be distinguishable from the name of any other registered South Dakota LLC or other
business entity and the name must also be different from any reserved names on record with the state of South Dakota.
Your South Dakota LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your South Dakota LLC name must not be a name that is likely to mislead the public.
Your South Dakota LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your South Dakota LLC because if you want to change it after you form your South Dakota LLC you
will have to file amended Articles of Organization with the South Dakota Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your South Dakota LLC
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- PCF can act as the official Registered Agent for your South Dakota LLC.
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Every South Dakota LLC must have an address that is physically located in the state of South Dakota.
This address is "registered" with the South Dakota Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of South Dakota to receive all correspondence on behalf of the South Dakota
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many South Dakota LLCs hire a Registered Agent because they don't have a physical
address within the state of South Dakota.
Some South Dakota LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your South Dakota LLC
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- PCF will include Guidelines for Managers in your South Dakota LLC documents.
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The owners of a South Dakota LLC are called Members - not partners or shareholders.
(South Dakota LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the South Dakota LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each South Dakota LLC must have at least one member.
Members need not live in the state of South Dakota or be citizens of the United States.
Managers are responsible for the day to day operation of the South Dakota LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the South Dakota LLC.
Management for your South Dakota LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
South Dakota LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the South Dakota LLC is created.
If a single member South Dakota LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member South Dakota LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| There is no Corporate Income Tax in the state of South Dakota. For South Dakota Corporate Tax Information click here. |
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5. File Articles of Organization with the South Dakota Secretary of State
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- PCF can draft Articles of Organization that are specific to your South Dakota business and file them with the South Dakota Secretary of State.
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A South Dakota Limited Liability Company is a type of business that is authorized by the state of South Dakota - not by the federal government.
In order to form a LLC in South Dakota you must file Articles of Organization with the South Dakota Secretary of State.
The Articles of Organization must include certain specific information about your South Dakota LLC.
If the Articles do not conform exactly to state of South Dakota requirements they will be rejected.
You may subsequently amend the Articles of Organization for your South Dakota LLC but you will have to pay a fee to the state of
South Dakota in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your South Dakota LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your South Dakota LLC.
All South Dakota LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your South Dakota LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member South Dakota LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member South Dakota LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your South Dakota LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my South Dakota LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your South Dakota LLC that is based on your specific South Dakota
business requirements.
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An Operating Agreement defines the rules by which your South Dakota LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your South Dakota LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a South Dakota LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of South Dakota, if you plan to form a multiple member South Dakota LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your South Dakota LLC grows over time, you may amend your Operating Agreement as necessary.
When your South Dakota LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of South Dakota.
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2. Open a Business Bank Account in South Dakota
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It's very important that you have a separate business bank account for your South Dakota LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your South Dakota LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a South Dakota LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A South Dakota LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your South Dakota LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your South Dakota LLC vary depending on your business activities
and the specific locations within the state of South Dakota in which you want to conduct business.
If your South Dakota LLC will be selling products in South Dakota you may be required to obtain a Reseller's Permit from the appropriate
South Dakota state agency.
If your South Dakota LLC will be selling products in South Dakota you will also be responsible for all applicable local and state of South Dakota
sales taxes if there are any.
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4. File the required South Dakota LLC reports
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Each South Dakota LLC must file an Annual Report with the South Dakota Secretary of State.
The South Dakota Annual Report includes basic information about your South Dakota LLC.
Failure to submit a properly completed South Dakota Annual Report to the South Dakota Secretary of State on or before the
due date may subject the South Dakota LLC to being administratively dissolved in the state of South Dakota or having its authority to
transact business in the state of South Dakota revoked by the South Dakota Secretary of State.
Penalties may accrue if you fail to file any South Dakota LLC Annual Report to the South Dakota Secretary of State
by the due date.
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5. Keep proper records of your South Dakota LLC on file
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Keep the following records on file and available at the principal business office of your South Dakota LLC:
- Names and addresses of all Members and Officers of the South Dakota LLC
- Articles of Organization for the South Dakota LLC and any Amendments to them
- Copies of all tax returns and reports for the South Dakota LLC for the last 3 years
- If the South Dakota LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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South Dakota Foreign LLC Qualification
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You want to do business in the state of South Dakota but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of South Dakota you must register with the South Dakota Secretary of State as
a South Dakota Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of South Dakota is called South Dakota Foreign Qualification.
The process of South Dakota Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of South Dakota.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your South Dakota Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the South Dakota Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of South Dakota click here.
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