How to Dissolve an LLC in South Dakota: Forms and Fees

South Dakota LLC termination at a glance

South Dakota's filing fees for closing are low, and the law is short. The Secretary of State's fee schedule lists LLC Articles of Termination at $10 (South Dakota Secretary of State), and the statute behind it is SDCL 47-34A-805. The general steps are in how to dissolve an LLC.

Source: South Dakota Secretary of State: Filing fees

Steps to dissolve an LLC in South Dakota

South Dakota's statute separates the decision to dissolve from the filing that ends the LLC. In practice:

• Decide to dissolve under the operating agreement and note the effective date of dissolution; the termination form asks for it.
• Wind up. SDCL 47-34A-806 says the assets must first go to creditors, including members who are creditors, and only then to members (SDCL 47-34A-806).
• Cancel the sales or contractor's excise tax license and file the final return with the Department of Revenue.
• Close payroll accounts, including the Reemployment Assistance account with the Department of Labor and Regulation.
• File the final federal return for the year of closing.
• Print, sign and mail the Articles of Termination with the $10 fee.

Filing South Dakota Articles of Termination

Under SDCL 47-34A-805, at any time after dissolution and winding up, an LLC may terminate its existence by filing articles of termination giving its name, the date of dissolution and a statement that the business has been wound up and the LLC's legal existence terminated. The LLC's existence ends on filing, or on a later effective date if the articles name one (SDCL 47-34A-805).

The Secretary of State's LLC forms page lists Articles of Termination without an online filing link, and its instructions are to print the form and mail it (South Dakota Secretary of State). The one-page form asks for the LLC's name and Business ID, the effective date of dissolution and a yes or no on whether the business has been wound up, and shows the $10 fee (Articles of Termination form). The office says new paper filings are processed in 1 to 3 business days on average (Business FAQs); that figure is for new filings, and we found no separate time for terminations.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: SDCL 47-34A-805: Articles of termination

South Dakota taxes: no income tax, but a license to cancel

South Dakota does not impose a corporate income tax (South Dakota Department of Revenue), so a South Dakota LLC or corporation has no state income tax return to finish. The Department of Revenue's closing rule is about sales tax instead.

• Sales and contractor's excise tax: you must cancel your license within 15 days and immediately file a final return and pay all tax due if you close the business (South Dakota Department of Revenue).
• How to cancel: electronic filers cancel the license in the online Filing and Tax Payment portal; paper filers check the out-of-business box in the upper right corner of the return.
• Reemployment Assistance: employer accounts are handled by the Reemployment Assistance Tax Unit of the Department of Labor and Regulation (SD Department of Labor and Regulation). File the last quarterly report and confirm the account is closed.
• Federal: file the final Form 1065, or the owner's return for a single-member LLC, and the final payroll forms.

Source: South Dakota Department of Revenue: Sales and use tax

Dissolving a South Dakota corporation

A South Dakota business corporation files Articles of Dissolution for $10, and the same fee schedule lists Articles of Revocation of Dissolution at $10 if the shareholders change course (South Dakota Secretary of State). With no state corporate income tax, the federal side does most of the tax work: a final Form 1120 or 1120-S, and Form 966 when the corporation adopts a plan to dissolve (IRS). See how to dissolve a corporation.

Source: South Dakota Secretary of State: Filing fees

Administrative dissolution, notices to claimants and reinstatement

South Dakota annual reports are due every year on the first day of the anniversary month of the original filing (Business FAQs). If an LLC is more than sixty days late with its annual report, or with fees, taxes or penalties, the Secretary of State may begin administrative dissolution (SDCL 47-34A-809). After service of the notice, the LLC has sixty days to fix it, and an administratively dissolved LLC may only wind up (SDCL 47-34A-810).

Coming back costs $150 plus each delinquent annual report (SDCL 47-34A-811), and the late fee for a delinquent report is $55. The Department of Revenue adds a step: a business applying for reinstatement must first receive a tax clearance certificate from it (South Dakota Department of Revenue).

A dissolved LLC can also publish a notice asking claimants to come forward. The notice runs once in a newspaper in the county of the principal office or, if there is none in South Dakota, in Hughes County, and claims not enforced within five years after publication are barred (SDCL 47-34A-808).

Source: SDCL 47-34A-809: Grounds for administrative dissolution

Withdrawing a foreign LLC from South Dakota

An LLC formed elsewhere cancels its South Dakota certificate of authority with the Cancellation of Certificate of Authority form listed on the Secretary of State's LLC forms page (South Dakota Secretary of State). The form itself lists a $10 filing fee, payable to the Secretary of State (foreign LLC cancellation form), the same as the $10 withdrawal for foreign corporations on the fee schedule. Close South Dakota sales tax and payroll accounts as well.

Source: South Dakota Secretary of State: LLC forms

Keeping a South Dakota company's records

South Dakota's Reemployment Assistance unit expects employers to keep records for each employee, including dates and reasons for termination of employment (SD Department of Labor and Regulation). The IRS adds at least 4 years for employment tax records (IRS). business records after closing lists the rest.

Export from software before cancelling it; export company records before closing explains how to do it in a usable format.

South Dakota businesses in agriculture, trades, health care or software often hold years of operating records. AI developers license records like that once personal information is removed and the rights are confirmed. selling company data after closing describes how a licensing review works.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.