South Dakota · Operating agreement
South Dakota LLC operating agreement
What South Dakota's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my South Dakota operating agreementWhat South Dakota’s LLC act says
South Dakota defines an operating agreement as any valid agreement, written or oral, about the relations among the members, managers and the company. 2
In South Dakota the members may enter into an operating agreement that need not be in writing, so it can be written or oral. The act does not mention an implied agreement. 1
What South Dakota’s act does not let an agreement change:
- Eliminate the duty of loyalty 1
- Eliminate the obligation of good faith and fair dealing 1
- Vary the right to expel a member in a listed event 1
One-member company. South Dakota says the operating agreement of a company with a single member is not unenforceable because only one person is a party to it. 2
Not confirmed for South Dakota from an official source: whether a South Dakota agreement is filed with the state.
What happens with no agreement
In South Dakota a company is member-managed unless its articles of organization designate it as manager-managed. 2
South Dakota splits distributions made before dissolution in equal shares when no agreement says otherwise. 3
What the template covers in South Dakota
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
South Dakota’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a South Dakota LLC
You form a South Dakota LLC by filing with South Dakota’s Secretary of State.
The South Dakota annual report is due the 1st day of your formation anniversary month. 4
Search the South Dakota business records at the Secretary of State before you file: South Dakota entity search.
The operating agreement for a South Dakota LLC is separate from the South Dakota formation filing.
Common questions
Is an operating agreement required for an LLC in South Dakota?
South Dakota's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement is silent, the act's own rules govern the members, managers and company. 1
Is there a South Dakota LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member South Dakota LLC have an operating agreement?
South Dakota says the operating agreement of a company with a single member is not unenforceable because only one person is a party to it. 2
Does a South Dakota operating agreement need to be notarized?
None of the South Dakota rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a South Dakota operating agreement, and is it filed?
We could not confirm from an official South Dakota source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with South Dakota’s Secretary of State. 5
Also in South Dakota
Sources 5 links, checked Sep 1, 2026 to Nov 13, 2026
- South Dakota LLC act, section 47-34A-103 sdlegislature.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
- South Dakota LLC act, section 47-34A-101 sdlegislature.gov, checked Nov 13, 2026
‘Member-managed company’ means a limited liability company other than a manager-managed company
- South Dakota LLC act, section 47-34A-405 sdlegislature.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.
- South Dakota annual report sosenterprise.sd.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sdsos.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains South Dakota’s rules. It is not legal or tax advice.
Ready to file? Start your South Dakota LLC.