Is an operating agreement required for South Dakota LLCs?

This page has not confirmed whether South Dakota law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what South Dakota requires, check the website of the state agency that registers LLCs in South Dakota, or ask a business attorney licensed in South Dakota.

Can I write my own South Dakota LLC operating agreement?

Yes, you can write your own South Dakota LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in South Dakota's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in South Dakota, and consider having a business attorney licensed in South Dakota review your draft before the members sign it.

Does my South Dakota LLC operating agreement need to be notarized?

This page has not confirmed whether South Dakota law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my South Dakota LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in South Dakota's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in South Dakota before you draft the agreement.

Can I amend my South Dakota LLC operating agreement after formation?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in South Dakota's LLC law can apply, so check them, or ask a South Dakota business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, South Dakota uses a separate filing, the Amended Articles of Organization.

South Dakota LLC Operating Agreement: What to Include

Protect your LLC with a comprehensive operating agreement that meets South Dakota requirements and safeguards your business interests.

By Edmond Hui · Last updated: October 2026

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Key sections of a South Dakota LLC operating agreement, listing the 7 provisions the document should cover. — What a South Dakota operating agreement should contain, section by section. Source: South Dakota Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes the foundation of your LLC's ownership structure and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. Clear management roles prevent confusion and ensure smooth daily operations.

Voting rights

Establish voting procedures, quorum requirements, and which decisions require member approval. This protects minority members and ensures democratic decision-making for important business matters.

Profit/loss allocation

Detail how profits, losses, and distributions will be allocated among members. This section should align with your tax strategy and member expectations for returns on investment.

Member duties

Define each member's responsibilities, time commitments, and fiduciary duties to the LLC. Clear expectations prevent misunderstandings and ensure all members contribute appropriately.

Dissolution process

Outline procedures for voluntary dissolution, member withdrawal, and asset distribution. Planning for these scenarios protects your investment and ensures orderly business wind-down when necessary.

Amendment procedures

Establish requirements for modifying the operating agreement, including voting thresholds and documentation. This flexibility allows your agreement to evolve with your changing business needs.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether South Dakota law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what South Dakota requires, check the website of the state agency that registers LLCs in South Dakota, or ask a business attorney licensed in South Dakota.
: Yes, you can write your own South Dakota LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in South Dakota's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in South Dakota, and consider having a business attorney licensed in South Dakota review your draft before the members sign it.
: This page has not confirmed whether South Dakota law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in South Dakota's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in South Dakota before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in South Dakota's LLC law can apply, so check them, or ask a South Dakota business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, South Dakota uses a separate filing, the Amended Articles of Organization.

Sources

4 documents

Each entry below is a document recorded in our verified South Dakota sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

South Dakota statute: SDCL 47-34A (Limited Liability Company Act)
South Dakota statute: SDCL 47-34A (LLC law)
South Dakota statute: South Dakota Codified Laws Chapter 47-34A (LLC law)
sdsos.gov/business-services/corporations/default.aspxSouth Dakota Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for South Dakota LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your South Dakota LLC?

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