How to Reinstate an LLC in South Dakota – 2024 Guide


Steve Bennett
Steve Bennett
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Get South Dakota LLC Reinstated

Reinstatement of an LLC in South Dakota involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in South Dakota, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in South Dakota, also known as The Mount Rushmore State. There might be several reasons for LLC dissolution in South Dakota. This article will also list the type of dissolution in South Dakota and which ones are eligible for reinstation.

What is LLC Reinstatement in South Dakota?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the South Dakota Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in South Dakota

There can be several reasons why a Limited Liability Company gets dissolved in South Dakota. Certain types of dissolution can be identified based on the reasons given. In South Dakota, reinstatement of an LLC depends on how and why the LLC got dissolved in South Dakota in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in South Dakota), tax dues, or any other administrative issues, the state can dissolve the LLC in South Dakota.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with South Dakota Secretary of State.

How to Reinstate an LLC in South Dakota

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in South Dakota.

Initial Steps Before Filing for Reinstatement

In South Dakota, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in South Dakota. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact South Dakota Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the South Dakota Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in South Dakota

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the South Dakota Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In South Dakota, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official South Dakota Secretary of State business section. A reinstatement fee might be paid to the South Dakota SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to South Dakota Tax Department [South Dakota Department of Revenue] or Insurance Department [South Dakota Division of Insurance]. Besides, the Certificate of Good Standing in South Dakota might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In South Dakota, the LLC reinstatement fee is $150.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in South Dakota is $50.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by South Dakota.

Accepted methods of payment are as follows:

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in South Dakota varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: As soon as the South Dakota Secretary of State receives the Tax Clearance Certificate from the Department of Revenue, it starts processing the reinstatement documents of the LLC.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in South Dakota

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in South Dakota to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by South Dakota Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the South Dakota LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • South Dakota Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in South Dakota where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on South Dakota Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in South Dakota can also be filed if the previous name is not available. Fill out the correct amendment form with South Dakota Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like South Dakota require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in South Dakota

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in South Dakota.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in South Dakota is voluntary by members, it is not common for them to restore the LLC in South Dakota.
  • For Judiciary Dissolution, it is very uncommon to reinstate in South Dakota. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How can I reinstate my LLC in South Dakota?
To reinstate your LLC in South Dakota, you will need to file a reinstatement form with the Secretary of State’s office.
Can an LLC be reinstated in South Dakota after it has been dissolved?
Yes, an LLC can be reinstated in South Dakota after it has been dissolved by submitting the necessary forms and fees to the Secretary of State.
What is the process for reinstating an LLC in South Dakota?
The process for reinstating an LLC in South Dakota typically involves filing a reinstatement form, paying any outstanding fees or penalties, and bringing the LLC up to date with all required documents.
How much does it cost to reinstate an LLC in South Dakota?
The cost to reinstate an LLC in South Dakota varies depending on factors such as how long the LLC has been inactive and any outstanding fees or penalties that may be owed.
Are there any specific requirements for reinstating an LLC in South Dakota?
Yes, there may be specific requirements for reinstating an LLC in South Dakota, such as providing updated operating agreements or financial statements.
How long does it take to reinstate an LLC in South Dakota?
The time it takes to reinstate an LLC in South Dakota can vary, but it typically takes a few weeks to process the necessary paperwork and fees.
Can I reinstate my LLC in South Dakota if it has been inactive for a long time?
Yes, you may still be able to reinstate your LLC in South Dakota even if it has been inactive for a long time by meeting the necessary requirements and paying any outstanding fees.
What happens if I do not reinstate my LLC in South Dakota?
If you do not reinstate your LLC in South Dakota, it may be permanently dissolved, and you may lose any protections and benefits that come with having an active LLC.
Is there a deadline for reinstating an LLC in South Dakota?
There may be a deadline for reinstating an LLC in South Dakota, so it is important to act quickly to avoid any additional penalties or fees.
Can I reinstate my LLC in South Dakota without a lawyer?
Yes, you can reinstate your LLC in South Dakota without a lawyer, but it is recommended to seek professional assistance to ensure the process is completed properly.
How do I reinstate my LLC in South Dakota?
To reinstate your LLC in South Dakota, you will need to file reinstatement forms with the Secretary of State and pay any required fees.
What forms do I need to file to reinstate my LLC in South Dakota?
To reinstate your LLC in South Dakota, you will need to file the Articles of Reinstatement with the Secretary of State.
What are the fees associated with reinstating an LLC in South Dakota?
The fees for reinstating an LLC in South Dakota vary depending on the circumstances. It is best to check with the South Dakota Secretary of State for the current fee schedule.
Can I reinstate my LLC online in South Dakota?
Yes, you can reinstate your LLC online in South Dakota. The South Dakota Secretary of State’s website has an online filing system for reinstatements.
Can I expedite the reinstatement of my LLC in South Dakota?
Yes, you may be able to expedite the reinstatement of your LLC in South Dakota by paying an additional fee for expedited processing. Check with the Secretary of State for more information on expedited services.
What happens if my LLC has been administratively dissolved in South Dakota?
If your LLC has been administratively dissolved in South Dakota, you will need to follow the reinstatement process to bring your LLC back into good standing with the state.
Do I need to file a new Articles of Organization when reinstating my LLC in South Dakota?
No, you do not typically need to file a new Articles of Organization when reinstating your LLC in South Dakota. You will typically only need to file the Articles of Reinstatement.
Can I change my LLC’s name when reinstating it in South Dakota?
If you wish to change your LLC’s name when reinstating it in South Dakota, you will need to file a Name Change Amendment in addition to the Articles of Reinstatement.
What is the deadline for reinstating my LLC in South Dakota after it has been administratively dissolved?
The deadline for reinstating your LLC in South Dakota after it has been administratively dissolved can vary. It is best to check with the Secretary of State for the specific deadline for your situation.
Will I lose my business name if my LLC is administratively dissolved in South Dakota?
If your LLC is administratively dissolved in South Dakota, you may lose your business name if another entity registers a new LLC with the same name during the period of dissolution.
Can I reinstate my LLC in South Dakota if it has been dissolved for failure to file annual reports?
Yes, you can reinstate your LLC in South Dakota if it has been dissolved for failure to file annual reports. You will need to file delinquent reports and pay any associated fees.
What happens if my LLC’s registered agent resigned while it was administratively dissolved in South Dakota?
If your LLC’s registered agent resigned while it was administratively dissolved in South Dakota, you will need to appoint a new registered agent as part of the reinstatement process.
Can I resign as the organizer of my LLC when reinstating it in South Dakota?
Yes, you can resign as the organizer of your LLC when reinstating it in South Dakota. You will need to appoint a new organizer or manager as part of the reinstatement process.
How can I check the status of my LLC with the South Dakota Secretary of State?
You can check the status of your LLC with the South Dakota Secretary of State by searching for your LLC’s name on the Secretary of State’s website.
What forms of payment does the South Dakota Secretary of State accept for LLC reinstatements?
The South Dakota Secretary of State accepts payment for LLC reinstatements in the form of credit card, check, or money order. Be sure to check with the Secretary of State for accepted forms of payment.
Do I need to have a South Dakota registered agent to reinstate my LLC in the state?
Yes, you will need to have a South Dakota registered agent to reinstate your LLC in the state. You can appoint a new registered agent during the reinstatement process if needed.
Can I reinstate my LLC in South Dakota if it owes outstanding taxes or fees?
Yes, you can reinstate your LLC in South Dakota if it owes outstanding taxes or fees. You will need to pay any delinquent taxes or fees as part of the reinstatement process.
What is the difference between administrative dissolution and voluntary dissolution in South Dakota?
Administrative dissolution in South Dakota is typically involuntary and occurs when an LLC fails to meet certain state requirements, while voluntary dissolution is initiated by the owners of the LLC.
How do I know if my LLC has been administratively dissolved in South Dakota?
You can check the status of your LLC with the South Dakota Secretary of State or receive a notice if your LLC has been administratively dissolved. It is important to keep your contact information updated with the state.
Can I reinstate my LLC in South Dakota if it has been involuntarily dissolved by court order?
If your LLC has been involuntarily dissolved by court order in South Dakota, you may still be able to reinstate it by following the necessary procedures outlined by the court.

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In Conclusion

LLC reinstatement or restoration in South Dakota mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in South Dakota. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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