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How to Dissolve a South Dakota LLC

 

How do you dissolve/terminate a South Dakota Limited Liability Company?

To dissolve/terminate your domestic LLC in South Dakota, you must submit the completed Articles of Termination form to the South Dakota Secretary of State by mail or in person and in duplicate along with the filing fee.

South Dakota Limited Liability Company Dissolution FAQ

Is there a filing fee to dissolve or terminate a South Dakota LLC?

To dissolve your Limited Liability Company in South Dakota, there is a $10 filing fee required.

Do you need a Department of Revenue clearance before the South Dakota Secretary of State will accept your dissolution?

No, you do not need tax clearance to dissolve your LLC or corporation in South Dakota.

How long does it take the state to process the filing?

All documents filed with the South Dakota Secretary of State are processed in approximately two business days. You may expedite for an additional $50, which generally guarantees same day processing unless the document is received late in the afternoon.

How long before someone can take your business name?

Whether your South Dakota LLC is voluntarily terminated or administratively dissolved, the day after any company is dissolved in South Dakota the business name can be requested by another entity.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

If you do not file your Annual Report or Annual Fee by its due date, the South Dakota Secretary of State may begin the process of your administrative dissolution. They serve you by mail, a written notice stating that you have 60 days to deliver your annual report and pay the annual fee, and if you do not, the South Dakota Secretary of State shall sign a certificate of dissolution terminating your business.

At this time, the South Dakota Secretary of State only sends out the 60-day written notices, warning of the administrative dissolution, once per year; and that time is random depending on the office workload. So you could be much more than 60 days delinquent with your annual report before your company is dissolved.

Once South Dakota has dissolved your business authority, you must file an Application for Reinstatement, attach a certificate of clearance from the South Dakota Department of Revenue, and pay the $150 filing fee plus your back annual fee(s) along with submitting the late annual report(s). The Department of Revenue does not have a form for requesting the tax clearance that is required for a reinstatement. You must call (605) 773-4701 and furnish the department with your business name and EIN. The staff will check on your tax status and if you are current they will draft a letter stating such and that will serve as your tax clearance.

If you’d like help establishing another company, you may find our incorporation filing service and South Dakota registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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