Have you decided to stop transacting business with your South Dakota limited liability company? The state of South Dakota legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of South Dakota.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of South Dakota is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of South Dakota.
How to Dissolve a Domestic South Dakota LLC
LLCs that are domestic to South Dakota must file the Articles of Termination with the South Dakota Secretary of State. This form will require the following information:
- LLC name
- LLC business ID
- Effective date of dissolution
- Affirmation that the business has been wound up
- Date of dissolution filing
- Signature of authorized representative (LLC member or manager)
You will also need to include a $10 check made payable to the “Secretary of State” with your dissolution filing. Then, you can mail the form (in duplicate) and check to the following address:
Secretary of State Office
500 E Capitol Ave
Pierre, SD 57501
For standard filing, the Secretary of State’s office will generally process the dissolution in two business days. If you pay an additional $50 for expedited filing, the Secretary of State can do same-day processing.
How to Dissolve a Foreign LLC in South Dakota
Do you need to dissolve a limited liability company based outside of South Dakota, but qualified to transact business within this state?
LLCs formed outside of South Dakota will need to file the Notice of Cancellation of Certificate of Authority with the Secretary of State’s office in order to dissolve. This form requires the following information:
- LLC name
- LLC business ID
- Date of dissolution filing
- Signature of authorized representative
The Notice of Cancellation of Certificate of Authority also requires payment of a $10 filing fee. Checks should be payable to the “Secretary of State.” Once you have filled out the necessary information, you can mail the form (in duplicate) and check to this address:
Secretary of State Office
500 E Capitol Ave
Pierre, SD 57501
Just like the Articles of Termination, the Notice of Cancellation of Certificate of Authority can be processed in about 2 business days. You can also pay an additional $50 for same-day processing.
What Else Do I Need to Know About LLC Dissolutions in South Dakota?
The day after you dissolve an LLC in South Dakota, the business name becomes available for someone else to use.
Additionally, while you do not need to obtain tax clearance from the South Dakota Department of Revenue in order to dissolve your business, foreign entities may need to provide the resignation of their registered agent in certain circumstances.
It is also important to note that the state of South Dakota can administratively dissolve an LLC if it fails to file its annual report on time. If this happens, you will need to reinstate your business by filing the Application for Reinstatement form with a tax clearance certificate (obtained from the Department of Revenue), your delinquent annual reports, and payment of the $150 filing fee, in addition to any delinquent filing fees.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Both the Articles of Termination and the Notice of Cancellation of Certificate of Authority require the same filing process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a South Dakota LLC!