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South Dakota Multi-Member LLC Operating Agreement Form

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The South Dakota multi-member LLC operating agreement is a legal document that is designed to provide assistance to any business that has more than one contributing, managing member so that they may agree up and establish company standard operating procedures, policies, member lists and many other important structures of the company.

Although the state will not require that any business have this document on file to do business within the state, the document is vital should the members wish to protect their private assets from potential legal claims against the company. By completing and filing this document with the state, the personal assets of all member shall remain protected, although the company will remain liable to pay any claims in the event the courts find in favor of the claimants or creditors. The document will also provide taxation options that will not be available to the named company, unless the document is implemented.

Members must review the document prior to filing. If the members do not fully understand the contents of the form, they may elect to employ legal counsel for advice and/or assistance

 How to Write

Step 1 – Download the document. At the top of the document, submit the name of the company

Step 2 –  The Agreement – Provide:

  • The effective date of the document – mm/dd/yyyy
  • Full names of all members

Step 3 – The Company – Submit:

Formation –

  • The commencement date of the document – mm/dd/yyyy
  • The name of the entity
  • The business name used while conducting the principal business

Name – Enter:

  • The business name that will be used to conduct the company’s business
  • Purpose – Review

Office –

  • Enter the address that is maintained where the principal of the business shall operate

Registered Agent – Provide:

  • The initial registered agent’s full name
  • The business address

Term –

  • Enter the date of commencement in mm/dd/yyyy format

Review the titles:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections (and subsections) – The members must review all of the sections and subsections before proceeding:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1  – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1 – subsections 9.1.1 through 9.1.4 as well, 9.2 subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Review all of the information contained within these titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Documents, Member’s Signatures and Notary Acknowledgement – All of the members must provide signatures in the presence of a notary public so that the document may be effective

  • Members must enter their printed or typed names
  • Members must provide their signatures

Listing of Members – Schedule 1 – Provide the following:

  • The company name
  • The date that the list will become effective – dd/m/yy
  • Member’s names
  • Member’s addresses
  • Type or print member’s names
  • The Members signatures

Listing of Capital Contributions -Schedule 2 – Enter:

  • The company name at the top of the page
  • Member’s names
  • Member’s contributions
  • The member’s percentages of interest
  • Date of member’s signatures in dd/m/yy format
  • Print or type the member’s names
  • Each member’s signature

Listing of Valuation of Members Interest – Schedule 3 –Enter:

  • The company name at the top of the form
  • Member’s names
  • Members Valuation Endorsements amounts
  • Date the member’s signatures – (dd/m/yy)
  • Signatures must be submitted before a notary public

Step 7 – Notarization –

  • When the document has been completed, the notary must proceed by completing the remainder of the document with the notary’s information. The notary shall then sign the document and affix their seal so to acknowledge all signatures

Signatories must receive a copy of the completed, notarized document, for personal record keeping.


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