ORGANIZATION.

SDCL tit. 47, ch. 47-34A, art. 47-34A-Article2

in effect

SDCL § 47-34A-201 Limited liability company as legal entity.

47-34A-201. Limited liability company as legal entity. A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company. SL 1998, ch 272, § 201.

SDCL § 47-34A-202.1 Organization.

47-34A-202.1. Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. (b) Unless a delayed effective date is specified in accordance with § 47-34A-206(d), the existence of a limited liability company begins when the articles of organization are filed. (c) The original articles of organization shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of organization conform to law, the secretary of state shall, when all fees have been paid as prescribed: (1) Endorse the original with the word, Filed, and the month, date, and year of the filing; (2) File the original; (3) Issue a certificate of organization and affix to the certificate, the exact or conforming copy. The certificate of organization, together with the exact or conforming copy of the articles of organization affixed to it by the secretary of state, shall be returned to the principal office of the limited liability company or to its representative. SL 1998, ch 272, § 202.1; SL 2005, ch 241, § 1; SL 2012, ch 222, § 14.

SDCL § 47-34A-202.2 Certificate of organization.

47-34A-202.2. Certificate of organization. Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the limited liability company. No limited liability company may transact business or incur indebtedness, except that which is incidental to its organization, or except for obtaining subscriptions for or payment of contributions, until the secretary of state has issued a certificate of organization. SL 1998, ch 272, § 202.2.

SDCL § 47-34A-203 Articles of organization.

47-34A-203. Articles of organization. (a) Articles of organization of a limited liability company must set forth: (1) The name of the company; (2) The address of the initial designated office; (3) The information required by § 59-11-6; (4) The name and address of each organizer; (5) The duration of the company if other than perpetual; (6) Whether the company is to be manager-managed, and, if so, the name and address for each initial manager; (7) Whether one or more of the members of the company are to be liable for its debts and obligations under § 47-34A-303(c);and (8) Whether the limited liability company is authorized to establish one or more series and the matters required under § 47-34A-702. (b) Articles of organization of a limited liability company may set forth: (1) Provisions permitted to be set forth in an operating agreement; or (2) Other matters not inconsistent with law. (c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of § 47-34A-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization: (1) The operating agreement controls as to managers, members, and members' transferees; and (2) The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment. SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.

SDCL § 47-34A-204 Amendment or restatement of articles of organization.

47-34A-204. Amendment or restatement of articles of organization. (a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the: (1) Name of the limited liability company; (2) Date of filing of the articles of organization; and (3) Amendment to the articles. (b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization. SL 1998, ch 272, § 204.

SDCL § 47-34A-205 Signing of records.

47-34A-205. Signing of records. (a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a: (1) Manager of a manager-managed company; (2) Member of a member-managed company; (3) Person organizing the company, if the company has not been formed; or (4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary. (b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer. (c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the Office of the Secretary of State as evidence of authority by the person filing but must be retained by the company. SL 1998, ch 272, § 205.

SDCL § 47-34A-206 Filing in Office of Secretary of State.

47-34A-206. Filing in Office of Secretary of State. (a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and send a receipt for the record and the fees to the limited liability company or its representative. (b) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record. (c) Except as otherwise provided in subsection (d), §§ 47-34A-202.1 and 47-34A-202.2, and § 47-34A-207(c), a record accepted for filing by the secretary of state is effective: (1) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original record; or (2) At the time specified in the record as its effective time on the date it is filed. (d) A record, including the articles of organization, may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified subject to the other requirements of this chapter. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day. SL 1998, ch 272, § 206.

SDCL § 47-34A-207 Correcting filed record.

47-34A-207. Correcting filed record. (a) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) By preparing articles of correction that: (i) Describe the record, including its filing date, or attach a copy of it to the articles of correction; (ii) Specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and (iii) Correct the incorrect statement or defective signing; and (2) By delivering the corrected record to the secretary of state for filing. (c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed. SL 1998, ch 272, § 207.

SDCL § 47-34A-208 Certificate of existence or authorization.

47-34A-208. Certificate of existence or authorization. (a) Any person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1) The company's name; (2) That it is duly organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified; (3) If payment is reflected in the records of the secretary of state and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this state have been paid; (4) Whether its most recent annual report required by § 47-34A-211 has been filed with the secretary of state; (5) That articles of termination have not been filed; and (6) Other facts of record in the Office of the Secretary of State which may be requested by the applicant. (c) A certificate of authorization for a foreign limited liability company must set forth: (1) The company's name used in this state; (2) That it is authorized to transact business in this state; (3) If payment is reflected in the records of the secretary of state and if nonpayment affects the authorization of the company, that all fees, taxes, and penalties owed to this state have been paid; (4) Whether its most recent annual report required by § 47-34A-211 has been filed with the secretary of state; (5) That a certificate of cancellation has not been filed; and (6) Other facts of record in the Office of the Secretary of State which may be requested by the applicant. (d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state. SL 1998, ch 272, § 208.

SDCL § 47-34A-209 Reserved

SDCL § 47-34A-210 Failure or refusal to sign record.

47-34A-210. Failure or refusal to sign record. If a person required by § 47-34A-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the state circuit court to direct the signing of the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall order the secretary of state to sign and file an appropriate record. SL 1998, ch 272, § 210.

SDCL § 47-34A-211 Annual report for secretary of state.

47-34A-211. Annual report for secretary of state. A limited liability company, and a foreign limited liability company authorized to transact business in this state, except a bank organized pursuant to § 51A-3-1.1, shall deliver to the secretary of state for filing an annual report pursuant to §§ 59-11-24 to 59-11-26, inclusive. SL 1998, ch 272, § 211; SL 2004, ch 289, § 5; SL 2005, ch 241, § 2; SL 2008, ch 275, § 76.

SDCL § 47-34A-212 Fees.

47-34A-212. Fees. The secretary of state shall charge and collect for: (a) Filing the articles of organization in the case of a domestic limited liability company, a filing fee of one hundred fifty dollars. Filing the articles of organization in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars; (b) A reporting fee of fifty-five dollars, due and payable with the filing of each annual report. Each entity that does not file or refuses to file its annual report within the time prescribed is subject to a penalty of fifty-five dollars to be assessed by the secretary of state; (c) Filing the articles of organization in the case of a domestic limited liability company, where the articles of organization contain a notice that the limited liability company is authorized to establish one or more series, a filing fee of two hundred dollars. Filing an application for a certificate of authority in the case of a foreign limited liability company authorized to establish a series under the laws of another state or jurisdiction, or series of such limited liability company on its own behalf, a filing fee of eight hundred dollars. SL 1998, ch 272, § 212; SL 1999, ch 221, § 1; SL 2003, ch 8, § 23; SL 2004, ch 279, § 2; SL 2005, ch 241, § 3; SL 2009, ch 4, § 18; SL 2016, ch 2, § 2; SL 2020, ch 200, § 9, eff. Nov. 15, 2020; SL 2025, ch 189, § 4.

Source: South Dakota Legislature (sdlegislature.gov)URL: https://sdlegislature.gov/Statutes/47-34A-Article2Fetched: 10/20/2026