Free tool
Create your South Dakota operating agreement
Answer a few questions, download the PDF. No card, no account.
Required by state law
No, but recommended
Filed with the state
No, kept with your records
Governing law
South Dakota Limited Liability Company Act (SDCL 47-34A)
What South Dakota law says
South Dakota does not require an operating agreement by law, but every LLC should have one. Without it, South Dakota's default LLC rules decide how profits are split and what happens when a member leaves.
Source: South Dakota Limited Liability Company Act (SDCL 47-34A).
The agreement is not filed with the state. Your LLC is created by filing the Articles of Organization with the South Dakota Secretary of State; the operating agreement is the private contract between the members that sits alongside it.
How it fits with your South Dakota filings
The operating agreement stays private, but it has to agree with what is on the public record. If your Articles of Organization says the LLC is manager-managed, the agreement should name the managers and say what they can decide.
South Dakota LLCs file an Annual Report every year. It is due by the first day of the anniversary month of the original filing each year, starting the year after formation. When a member joins or leaves, or managers change, amend the agreement first, then update the state's records in your next Annual Report.
What to include in a South Dakota operating agreement
- 01
Ownership
Each member, what they contributed and their percentage.
- 02
Profits and losses
How they are allocated and when money is distributed.
- 03
Management
Member-managed or manager-managed, matching your Articles of Organization.
- 04
Decisions
Voting rights, and what needs a majority or everyone.
- 05
Transfers
Whether a member can sell their share, and to whom.
- 06
Leaving and closing
What happens when a member leaves, dies or the LLC closes.
Single-member or multi-member
Single-member: short and simple. Its main job is to show the LLC is separate from you: its own money, its own decisions, its own records. Banks often ask for it.
Multi-member: this is where the agreement earns its keep. Spell out ownership percentages, who decides what, how money comes out, and what happens if a member wants to leave. Most disputes between co-owners are about something the agreement did not say.
Create your South Dakota operating agreement free
Our generator asks about your members, ownership and management, then writes a South Dakota operating agreement you can download as a PDF. If you form your LLC with us, the agreement is included in the $399.
Related
Frequently asked questions
Is an operating agreement required in South Dakota?
South Dakota does not require an operating agreement by law, but every LLC should have one. Without it, South Dakota's default LLC rules decide how profits are split and what happens when a member leaves.
Do I file my South Dakota operating agreement with the state?
No. The South Dakota Secretary of State receives your Articles of Organization, not the operating agreement. Every member signs the agreement and the LLC keeps it with its records.
Does a single-member South Dakota LLC need an operating agreement?
It is worth having. It shows the LLC is a business separate from you, which supports your liability protection, and banks often ask for it when you open a business account.
Can I write my own South Dakota operating agreement?
Yes. Use our free generator, choose South Dakota, answer the questions and download the PDF. For investors, unusual profit splits or a dispute, have a lawyer review it.
Does a South Dakota operating agreement need to be notarized?
No. Notarizing is not required. Every member signs it and keeps a copy.
