South Dakota LLC Operating Agreement
Set out who owns your South Dakota LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
South Dakota LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "any valid agreement, either written or oral, under § 47-34A-103 concerning the relations among the members, managers, and limited liability company" (SDCL 47-34A-101(14)); "need not be in writing" (47-34A-103(a))
- Governing act
- South Dakota Uniform Limited Liability Company Act (SDCL Chapter 47-34A, Limited Liability Companies; enacted SL 1998, ch. 272, from ULLCA 1996)
Without an agreement: Distributions made before dissolution and winding up "must be in equal shares" — SDCL § 47-34A-405(a). Source: SDCL §§ 47-34A-101(14), 47-34A-103 · verify ↗.
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Why your South Dakota LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the South Dakota Uniform Limited Liability Company Act (SDCL Chapter 47-34A, Limited Liability Companies; enacted SL 1998, ch. 272, from ULLCA 1996) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
South Dakota law
No — South Dakota does not require an operating agreement (as of 2026): Not required. SDCL 47-34A-103(a): "all members of a limited liability company may enter into an operating agreement, which need not be in writing"; the chapter supplies default rules where the agreement is silent. Definition at SDCL 47-34A-101(14).. But without one, the default rules of the South Dakota Uniform Limited Liability Company Act (SDCL Chapter 47-34A, Limited Liability Companies; enacted SL 1998, ch. 272, from ULLCA 1996) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: SDCL §§ 47-34A-101(14), 47-34A-103. Check the current South Dakota LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in South Dakota?
No — South Dakota does not require an operating agreement (as of 2026): Not required. SDCL 47-34A-103(a): "all members of a limited liability company may enter into an operating agreement, which need not be in writing"; the chapter supplies default rules where the agreement is silent. Definition at SDCL 47-34A-101(14).. But without one, the default rules of the South Dakota Uniform Limited Liability Company Act (SDCL Chapter 47-34A, Limited Liability Companies; enacted SL 1998, ch. 272, from ULLCA 1996) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: SDCL §§ 47-34A-101(14), 47-34A-103.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no South Dakota agency records it.
Can the agreement be oral in South Dakota?
South Dakota's statute recognizes: "any valid agreement, either written or oral, under § 47-34A-103 concerning the relations among the members, managers, and limited liability company" (SDCL 47-34A-101(14)); "need not be in writing" (47-34A-103(a)) (SDCL §§ 47-34A-101(14), 47-34A-103). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does South Dakota compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How South Dakota compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for South Dakota: SDCL §§ 47-34A-101(14), 47-34A-103 ↗.
- South Dakota is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
The rest of what South Dakota requires
The figures below are South Dakota's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full South Dakota page for that document.
- Security deposit cap · as of 2026
- 1 month's rent S.D. Codified Laws §43-32-6.1 & §43-32-24 ↗
- Deposit return deadline · as of 2026
- 14 days after move-out S.D. Codified Laws §43-32-6.1 & §43-32-24 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days S.D. Codified Laws §43-32-6.1 & §43-32-24 ↗
- Small claims limit · as of 2026
- $12,000 SDCL 16-12C-13 (jurisdictional limit); SDCL ch. 15-39 (small claims procedure) ↗
- Where you file · as of 2026
- Small claims procedure in Magistrate Court / Circuit Court (SD Unified Judicial System) · filing fee $24.84 to $42.84 all-in by claim size per the official UJS schedule: up to $100 = $24.84; $100.01-$1,000 = $30.84; $1,000.01-$3,999.99 = $40.84; $4,000-$12,000 = $42.84; add $11.84 per additional defendant (totals include certified-mail service). SDCL 16-12C-13 (jurisdictional limit); SDCL ch. 15-39 (small claims procedure) ↗
- Rental application fee · as of July 2026
- No statutory limit South Dakota Codified Laws ↗
- Bill of sale notarization · as of 2026
- Not required South Dakota DMV (Form MV-016) ↗
- Power of attorney signing · as of 2026
- Notarization required S.D. Codified Laws §59-12-4 (form §59-12-41) ↗
- Recording a deed · as of 2026
- County Register of Deeds (SDCL 43-28-1 — 'must be recorded by the register of deeds of the county in which the real property... is situated') · no witnesses SDCL 43-25-26 ↗
LLC operating agreement in other states
More South Dakota legal forms
Different state? See LLC operating agreements by state →