South Dakota LLC Operating Agreement (2026)
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
South Dakota rules that this document follows
| LLC statute | South Dakota Uniform Limited Liability Company ActSource: SDCL ch. 47-34A |
|---|---|
| Formation document / filing office | Articles of Organization — South Dakota Secretary of State |
| Operating agreement required? | Not required by statute, but strongly recommended (may be oral; written is far safer)Source: SDCL §§ 47-34A-102, 47-34A-110 (oral, implied, in a record, or any combination) |
| Formation fee | $150.00 |
| Annual report | $50.00 — Annual report due by the first day of the anniversary month ($50 online / $65 paper)Source: SDCL § 47-34A-211 |
| Duty-of-loyalty waiver | May be limited only if not manifestly unreasonable; competing activities require disclosureSource: SDCL §§ 47-34A-407 (majority of members), 47-34A-404 (equal shares), 47-34A-504 (charging order exclusive remedy incl. single-member) |
| Charging order exclusive remedy (SMLLC) | yesSource: SDCL §§ 47-34A-407 (majority of members), 47-34A-404 (equal shares), 47-34A-504 (charging order exclusive remedy incl. single-member) |
Rules current as of 2026-10-27. Statutes change; verify before relying on them.
How to use this LLC Operating Agreement in South Dakota
Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, EIN letter and annual report receipts.
Frequently asked questions
Is an operating agreement required in South Dakota?
Not by statute (SDCL §§ 47-34A-102, 47-34A-110 (oral, implied, in a record, or any combination)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.
What are the ongoing state fees for an LLC in South Dakota?
Annual/periodic report: $50.00 (Annual report due by the first day of the anniversary month ($50 online / $65 paper); SDCL § 47-34A-211).
Does the operating agreement get filed with the state?
No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.
Why does it ask whether a member is married?
South Dakota is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
- Commercial Lease Agreement — South Dakota
- Demand Letter — South Dakota
- Bill of Sale — South Dakota
- Promissory Note — South Dakota
- All South Dakota forms →
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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.
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