How to Reinstate an LLC in South Dakota

How reinstatement works in South Dakota

A South Dakota LLC that stays delinquent can be administratively dissolved, and restoring it involves two agencies and a fixed sequence. First, the LLC files every missed annual report through the Secretary of State's online system, paying each report fee and late penalty by card. Second, it requests a Tax Clearance Certificate from the Department of Revenue, either online or by phone; the Secretary of State will not process reinstatement until that certificate is in hand. If the registered agent changed, a Statement of Change must be filed before the application. Finally, the system generates the Application for Reinstatement for a domestic LLC under SDCL 47-34A-811, which is mailed with a $150 fee. A member or manager must sign it, depending on how the LLC is managed. Foreign LLCs cannot reinstate in South Dakota; they must apply for a new Certificate of Authority.

Steps to reinstate a South Dakota LLC

1. File all delinquent annual reports and pay their fees and penalties
2. Obtain a Tax Clearance Certificate from the SD Department of Revenue, which must reach the Secretary of State before the reinstatement paperwork
3. File a Statement of Change of Registered Agent or Office first if the agent information is outdated
4. Amend the period of duration in the articles if it has expired
5. File the Application for Reinstatement (Domestic LLC) signed by a member (member-managed) or manager (manager-managed)
6. Form to use: Application for Reinstatement, Domestic Limited Liability Company (SDCL 47-34A-811).
7. Start online: file the late annual reports through the Secretary of State's system and request the tax clearance through the Department of Revenue portal or by phone at (605) 773-3311. The system then generates a printable Application for Reinstatement, which is mailed with the $150 fee to the Secretary of State, 500 E Capitol Ave, Pierre, SD 57501.

Processing: Paper filings average 1 to 3 business days; online filings are processed immediately.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$150 Application for Reinstatement fee for a domestic LLC, plus every delinquent annual report ($55 each online) and the $55 late penalty for each. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Your LLC name: The application must confirm the LLC's name still satisfies SDCL 47-34A-105; if another entity has taken it, the name must be changed.

The most common cause is a missed Annual Report. See the South Dakota Annual Report guide for deadlines so it does not happen again.

Reinstatement in South Dakota and nearby states

Mistakes that slow down a South Dakota reinstatement

• Mailing the reinstatement application before the Department of Revenue's Tax Clearance Certificate has reached the Secretary of State.
• Skipping the registered agent update, which must be filed before the Application for Reinstatement if the agent changed.
• Trying to reinstate a foreign LLC, when South Dakota requires a new Certificate of Authority instead.