South Dakota LLC Operating Agreement

The South Dakota LLC Operating Agreement is the core document that is referred to when issues concerning a South Dakota limited liability company (“LLC”) need to be resolved.

The LLC Operating Agreement is the most important document for your South Dakota LLC.

In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.

With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of South Dakota.

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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of South Dakota will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.

Your South Dakota Limited Liability Company

LLC Filing Office

Secretary of State
Capitol Building
500 East Capitol Avenue Ste 204
Pierre, SD 57501-5070
Tel: 605-773-4845
www.sdsos.gov/busineservices/corporations.shtm
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Entity or Franchise Level Tax

South Dakota does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income.

State LLC Act

The South Dakota LLC Act is contained in Title 47, Chapter 34 of the South Dakota Codified Laws.

The South Dakota LLC Act

Important Statutory Rules

LLC Management

An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.

Admission of Members

Unless otherwise provided, new interests in the LLC must be issued with the consent of all the members.

Amending the Operating Agreement

Unless otherwise provided in the Operating Agreement, amendments to the Operating Agreement require approval of all the members.

Dissolution

Unless otherwise specified in the Operating Agreement, unanimous consent of all members is required to voluntarily dissolve the LLC.

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