Q: I’m looking to have a change of domicile done from California to South Dakota. Is this a service you offer?
Thank you to a customer moving to South Dakota for that great question! In most cases, we’re happy to help our clients move an existing business from one state to another. This process is generally known as domestication, and while some states don’t recognize it—South Dakota does! Here’s what you need to know about domesticating your business to South Dakota:
1. Create a plan of domestication
Before you file any paperwork with the state to establish your LLC in South Dakota, your company must adopt a plan of domestication. This is a formal process and must be accounted for in your business records, which means you’ll have to hold a meeting with all LLC members and those members must vote to approve domestication.
Each company’s internal operations may look a little different, so you should consult your company’s LLC operating agreement when it comes to voting procedures and record keeping.
What does my plan of domestication need to include?
According to SD Codified L § 47-34A-910, a plan of domestication must include the following:
- Name and jurisdiction of LLC before domestication
- Name and jurisdiction of LLC after domestication
- Terms and conditions of domestication, including how you’ll convert company assets from your current LLC to the LLC operating out of South Dakota
- Articles of organization for South Dakota
2. Complete South Dakota Articles of Organization
As part of your application for domestication in South Dakota, you’ll need to include South Dakota Articles of Organization. Your South Dakota articles must include the following:
- Name of LLC
- LLC address in South Dakota
- Name and address of South Dakota Registered Agent
- Name and address of your “organizer” (the person submitting the form)
- Duration of company (if it has a termination date)
- Name and address of each manager (if your LLC is manager-managed)
- Signature of LLC organizer
Can I keep my LLC name when I file for domestication in South Dakota?
It depends. If a company with your LLC name—or a similar name—already exists in the state’s business records, you may not be able to use the same name. It’s a good idea to check the South Dakota Business Name Availability archive before submitting your paperwork to the state.
If your desired name is already taken, you can contact the Secretary of State to seek authorization for that name (see: SD Codified L § 47-34A-105). But ultimately, whether or not you can use your name will be up to the state.
3. File South Dakota Articles of Domestication
To officially domesticate your LLC to South Dakota, you’ll need to file articles of domestication. While the state doesn’t provide a template for these articles, SD Codified L § 47-34A-912 specifies that articles of domestication must contain:
- A statement that the LLC has been domesticated in South Dakota from another jurisdiction
- LLC name and location prior to domestication
- LLC name and location in South Dakota
- A statement that domestication was approved by your LLC members, according to the statutes of your LLC’s state of formation (its location prior to domestication)
- South Dakota Articles of Organization (see above)
- Filing fee of $150
Can I file for domestication in South Dakota if my current state doesn’t have domestication laws?
No. If your LLC’s current state of domicile doesn’t legally recognize the process of domestication, then you won’t be able to move your company to South Dakota through domestication.
How do I submit my application for LLC domestication in South Dakota?
You can send your application for domestication in South Dakota to:
Secretary of State
Capitol Building
500 East Capitol Avenue
Pierre, SD 57501-5070
For further questions, you may want to reach out to a business attorney. Or, you can contact the office of the Secretary of State by phone or email:
Phone: (605) 773-4845
Email: [email protected]