LLC Operating Agreement South Dakota | The Complete Guide


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Starting an LLC may involve filing articles of organization with the state and establishing internal ground rules for how your business should operate. Establishing your credibility as a legal entity is a part of the plan.

Every South Dakota LLC is encouraged, but not required, to have an operating agreement to safeguard the company’s operations, from organization to dissolution. It ensures that all LLC members understand their roles and responsibilities. This page guides you in making a South Dakota operating agreement.

South Dakota LLC Operating Agreement Content

An operating agreement is a legal document detailing the LLC’s organizational structure and operational procedures. Topics not restricted to a single member or multi-member LLC will be covered. While these provisions might not influence day-to-day operations, they must be included for legal reasons.

  • Ownership: The operating agreement details who the members are and how ownership is divided, be it a sole proprietorship or LLC. Sole proprietorship refers to a single person with total control over a business, also known as a single-member LLC. Multi-member LLC members can have either equal or varying ownership interests.
  • Management: Your LLC could be member-managed or manager-managed. The former means members can decide regarding contracts with third parties; the latter means only designated managers can do so. Using “manager-managed” instead of “hands-on” can reduce administrative work. Management’s authority is also limited in the Operating Agreement. 
  • Voting: Define each owner’s voting rights and voting thresholds, such as a majority vote, supermajority vote, and unanimous consent. A variety of approvals are needed for each type of decision.
  • Changes in Membership Structure: If someone leaves the company, how will roles and ownership be transferred? A member buyout and/or replacement procedure must be outlined in the LLC’s governing document.
  • Contributions: All types of contributions are accepted. In order to fund their ownership interests, members will have to invest in the collective funds.
  • Equity Splits: Determine equity for each member, taking into consideration things like their contributions, responsibilities, and fairness. Maintaining fairness in your equity split will help prevent future disagreements.
  • Transfers: You may want to consider outlawing transfers of ownership interests without the consent of all owners. It’s always a good idea to include permitted transfers, such as first refusal, drag-along rights, tag-along rights, and estate planning transfers.
  • Business Restrictions: To protect the privacy of the company, including confidentiality obligations. You may also ban the owners from owning competing businesses.
  • Intellectual Property: Detail; the ownership of intellectual property created by members. Make sure all company-created intellectual property is owned by the company. You can find alternative ownership/license structures if necessary. 
  • Taxation: Determine how you will be taxed and plan accordingly. Remember, however, that you must file an LLC annual report and might be required a sales tax. 
  • Guaranteed Payments: Determine if any of the members should receive Guaranteed Payments, which are like a salary, particularly if your LLC is taxed as a partnership.
  • Distribution & Dividends: Explain to all members how the funds will be allocated. A pass-through entity will impose tax distributions regardless of profit distributions.
  • Dissolution: The LLC should be dissolved if all members elect to cease operations. It is important to identify how you will end your business in your operating agreement.

Note that the operating agreement, though not a legal requirement in most states, is vital in the operation of your LLC. Should your members have issues with the business, you can deal with it with guidance from the operating agreement.

Get Help from a Registered Agent

Developing an operating agreement could be tedious at times. Besides, since it deals with how your business operates, then it would be best to have professionals help you with it to make sure you get everything right. Getting help from registered agents would be your best bet. Here are three of our best LLC services that can provide you with registered agents to free you of worries:

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Importance of a South Dakota LLC  Operating Agreement

South Dakota doesn’t require that you draft an operating agreement if you own an LLC. Most states require their businesses to draft an operating agreement to allow them to inspect the structure of the business. You can bypass this step in South Dakota and the LLC will not be subject to any legal penalties.

This step is essential to ensure that the LLC to be shielded from any disputes or misunderstandings. Here are a few reasons why you should create an LLC agreement.

  • To protect your company: The operating contract sets out the rules for an LLC. So, if the members fail to follow the rules, they will be operated in accordance with the regulations of the government. The agreement can save the LLC from the regulations of the government and provide extra benefits.
  • It helps the LLC appear credible when investors research businesses, they look to see how professional it is. And the operating agreement makes the LLC look professional since it shows that the members care about the company and they want to make all the regulations and rules legal too. This helps grow the company by attracting investors.
  • The LLC’s status has to be secured: LLCs are well-known for their limited liability status. If the operating agreement clearly defines this, the government is not able to confused. It’s extremely easy for sole proprietorships to confuse an LLC comprised of a single member, however an operating contract can help establish that they’re distinct.
  • To settle any conflict To resolve any conflicts that may arise over distributions or decisions. Operating agreements outline the requirements, processes, and rules for the company’s members. If a job is needed members are able to consult the operating agreement to find details and move forward.
  • LLC flexibility is aided through Limited Liability Companies. Limited Liability Companies are expected to be flexible since it is part of their nature. This is exactly what the operating agreement does. The operating agreement is an official document that gives the LLC the freedom to operate.
  • For opening bank accounts for business typically, the business owner must have a copy of the operating agreement. If the company doesn’t have this document, it will be difficult to open bank account.

How to Edit Operating Agreement of LLC in South Dakota

Operating Agreement of LLC in South Dakota can be edited when all the members agree to the amendment(s). You do not need to file it with the state.

Luckily, there is an easy way to amend your LLC operating agreement in South Dakota, without having to write a new document. There are a few steps to take in order to fill out the form accurately, including saving your changes before exiting. After you’ve saved the current version, click on the “Reset” button to return to the original format. You can then return to the official landing page of the form to edit it again.

An LLC operating agreement is not legally required in South Dakota, but it is highly recommended. An Operating Agreement lays out the rights, responsibilities, and liabilities of the members of the LLC. This private document is not filed with the Secretary of State, so existing LLCs will continue to use the articles of incorporation. However, if you plan to change the members of your LLC, it is important to edit your Operating Agreement.

First, you should file an Application for Amended Articles of Organization. This form needs to be submitted in person or through the mail. Make sure to include a copy of your business license and the registration fee, which is usually around $150. If you’d like to receive your LLC’s license quicker, you can pay a $50 filing fee and get it approved within two business days. If you’re wondering how to edit your Operating Agreement in South Dakota, don’t worry. DoMyLLC has you covered. It’s easy, fast, and hassle-free.

The name of your LLC is very important and must be distinctive from any other business entities. To ensure your LLC’s name is not already registered, check the business name database of the South Dakota Secretary of State. If you’re unsure of the availability of a name, you can submit an Application for Reservation of Name. Once you’ve received approval, you’ll have 120 days to change it. It is recommended that you change your name if you want to change the name.

Next, file the Articles of Organization for your South Dakota LLC. The Secretary of State can accept foreign LLCs for business if you’ve filed your Articles of Organization correctly. The fee for filing an LLC in South Dakota is $150 for an online filing, and a $165 filing fee if you file by mail. Once you have filed your Articles of Organization, make sure to add an Application for Certificate of Authority.

The Operating Agreement should be used to manage the business. If your LLC has more than one member, you should choose a name that will appeal to customers and satisfy the requirements of your state’s laws. The best way to choose an LLC name is to brainstorm a list of ideas and come up with a few names that are both descriptive and unique. Try different names, since some of them might already be taken.

F.A.Qs

Does South Dakota require an operating agreement?

In order to clearly state the purpose of a business as well as its ownership interests, a written operating agreement is strongly advised in South Dakota.

What if an LLC has no operating agreement?

You and other members of the LLC will be unable to reach any agreements if you do not have an operating agreement. Even worse, your LLC must follow the state’s default operating conditions.

Can I write my own operating agreement?

It is required by law in California, New York, Maine, and Missouri, but it is not in South Dakota. Although it is not legally required, creating a written agreement is strongly advised. You may self-notarize and distribute the documents.

In Conclusion

The operating agreement is an important document for your South Dakota LLC. However, it is not mandatory to file in many states. It is strongly recommended to file the operating agreement even if it is not required in your state. Get a professional LLC service to file your operating agreement properly.

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