Discover why amending your South Dakota Articles of Organization or Articles of Incorporation is essential for compliance and adaptability. Explore our guide below for expert insights.
Forming a South Dakota limited liability company (LLC) begins with submitting Articles of Organization to South Dakota’s Secretary of State. If you’re starting a corporation, you file the Articles of Incorporation instead. These documents include all basic information about your business, including name, purpose, member information, and more at the time of formation. Occasionally, this information will need to be updated by filing Articles of Amendment with the Secretary of State. If this sounds complicated, we’re here to help. Let’s take a closer look at the South Dakota amendment process, why you might need to file one, and how we can help.
If you need help making changes to a South Dakota LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled, “Amending a South Dakota Corporation Articles of Incorporation.”
In South Dakota, the Articles of Organization is the form that officially creates your LLC; technically speaking, until you file this form, your LLC doesn’t even exist. This form asks for a variety of information about your business, such as:
Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.
South Dakota LLCs will need to file the Application for Amended Articles of Organization form to make changes to their founding documents. But before you jump into this paperwork, it’s helpful to gather the information you need to make your desired changes.
To complete your amendment application, you’ll need the following information:
Having all of this information on hand in advance will help streamline your filing process.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in South Dakota, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.
If you fail to update your Articles of Organization, you may not be able to receive a Certificate of Good Standing in South Dakota. This document certifies that your business is compliant with state requirements and fees. Investors and lenders appreciate consistency and may request a Certificate of Good Standing. If you haven’t filed a South Dakota LLC Amendment to reflect the changes in your business, you may be ineligible for a Certificate of Good Standing.
This can have issues down the line, such as making it tricky to enter into certain contracts, get business loans, and more. So while there aren’t specific penalties from the state, not filing your amendment paperwork can have practical consequences.
Now it’s time to file your amendment paperwork. In South Dakota, there isn’t an online form for this, so you’ll have to download the “Application for Amended Articles of Organization” form from the Secretary of State’s website. Then you’ll need to fill it out with the information you gathered during step 2 and submit it by mail or in-person drop-off at the Secretary of State’s office.
There’s currently a $60 filing fee (at the time of this writing). Once the form is processed, your amendment will go into effect.
Need to make changes to a South Dakota corporation? We’ll show you how in this section.
In South Dakota, the Articles of Incorporation is the form that officially creates a corporation; technically, until this form is filed, your corporation won’t even exist. This form asks for a variety of information, including:
Generally speaking, if you need to make changes to this information, then you’ll need to file amendment paperwork.
South Dakota corporations need to file the Application for Amended Articles of Incorporation to make changes to their business. But before you dive into this paperwork, it’s helpful to gather the information you need to make your desired changes.
The amendment application asks for a variety of information, including:
Having this information on hand can help streamline your filing process.
Articles of Amendment make changes to the original Articles of Organization or Articles of Incorporation. A Restatement of the Articles keeps all information in one place so you have a single cohesive document.
There is no official form for South Dakota Restatement of Article of Organization. South Dakota law states, “Restated articles . . . must be signed and filed in the same manner as articles of amendment.” You will need to title the document “Restated Articles of Organization” or “Restated Articles of Incorporation” and include the company’s present name and any former names in the introductory paragraph.
If you only need to change your registered agent’s name or address, then you don’t have to file the full amendment paperwork with the state. Instead, you can file the Statement of Change of Registered Office or Registered Agent or Both form. This form is a little simpler and cheaper (at least at the time of this writing), but it can’t be used to make any other changes.
If you need to make more extensive changes, make sure you use the Application for Amended Articles of Organization or the Application for Amended Articles of Incorporation form.
Filing South Dakota amendment paperwork is one more thing to keep track of in your already busy schedule. Let us take some of the stress out of tracking state filings with our Worry-Free Compliance Service, and take advantage of our other tools and services designed to make running your business easier.
FAQ
You do not need an attorney to file your South Dakota business amendments, but you may consider consulting with a legal or business professional to determine how your amendments will legally impact the company.
A South Dakota limited liability company or corporation may amend any changes approved by the business management or owners (as dictated by the operating agreement or bylaws) except a change of registered agent. These include the name of the company, address, members or managers or incorporators, and contact information.
Though some of the information is the same, the South Dakota amendment forms and annual reports are different. You will need to file your annual report each year regardless of whether information in your Articles of Organization or Articles of Incorporation changes.
Standard processing takes two business days. One-day expedited processing is available.
The South Dakota Secretary of State will return the duplicate amendment by mail. It will return it by fax for an additional fee.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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