Form a Partnership in South Dakota
Forming a Partnership in South Dakota costs $0 in state filing fees and typically takes 3-5 business days for LP filings to process. After that, plan for a $50 annual report fee.
Last verified August 2026 against official South Dakota sources · see sources
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How to File
Choose a Partnership Type
Decide whether to form a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). GPs require no state filing, while LPs and LLPs must register with the South Dakota Secretary of State.
1-2 hours
Select and Reserve a Business Name
Choose a unique business name and verify its availability using the South Dakota Secretary of State's online business name search. For LPs and LLPs, the name must include the required designator such as 'Limited Partnership' or 'LLP'.
30 minutes
Draft a Partnership Agreement
Create a written partnership agreement outlining each partner's roles, contributions, profit/loss sharing, and decision-making procedures. Although not legally required by South Dakota, a written agreement is strongly recommended to prevent disputes.
2-5 hours
Designate a Registered Agent
Appoint a registered agent with a physical South Dakota street address to receive legal and official documents on behalf of the partnership. The agent must be available during normal business hours.
30 minutes
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Formation Documents (LP/LLP Only) — For Limited Partnerships, file a Certificate of Limited Partnership with the South Dakota Secretary of State online or by mail with a $125 filing fee. LLPs must file a Statement of Qualification for a $100 fee.
- •Obtain an EIN and Register for Taxes — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost. Register with the South Dakota Department of Revenue if the partnership will collect sales tax or hire employees.
- •Obtain Required Licenses and Permits — Apply for any necessary state, county, or local business licenses or permits applicable to your industry or location. South Dakota does not have a general statewide business license, but specific professions and activities may require permits.
Fees and Processing Time
- State filing fee:
- $0
- Standard processing:
- 3-5 business days for LP filings; general partnerships require no state filing
General partnerships (GP) in South Dakota do not require state registration or a filing fee. However, limited partnerships (LP) require a Certificate of Limited Partnership filed with the Secretary of State for a $125 fee. A fictitious name (DBA) registration costs $10 if the partnership operates under a trade name.
Partnership in South Dakota: Quick Answers
How much does it cost to form a Partnership in South Dakota?
The state filing fee is $0. Optional costs such as a paid registered agent are on top of that.
How long does it take to form a Partnership in South Dakota?
Standard processing is 3-5 business days for LP filings; general partnerships require no state filing.
Does a Partnership in South Dakota need a registered agent?
Yes. You must name a registered agent with a physical South Dakota address. You can serve as your own agent if you have a South Dakota street address and are available during business hours.
Does South Dakota require a Partnership to publish a notice?
No. South Dakota has no newspaper publication requirement for this entity type.
What are the annual fees and filings for a Partnership in South Dakota?
The annual report fee is $50. Due: First day of the second month following the anniversary month of formation. See Annual Obligations below for other required filings.
Advantages
- ✓South Dakota has no state income tax, meaning partners only pay federal income taxes on their share of partnership income
- ✓General partnerships require no state registration or filing fees, making formation fast and low-cost
- ✓Simple pass-through taxation avoids double taxation that affects corporations
- ✓South Dakota has a favorable and stable legal and regulatory environment with minimal bureaucratic requirements for small partnerships
Considerations
- •General partners face unlimited personal liability for all business debts and legal obligations of the partnership
- •Partnerships dissolve or require restructuring upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Raising outside investment capital is more difficult compared to corporations since partnerships cannot issue stock
Annual Obligations
How a Partnership Compares in South Dakota
Partnership vs. LLC
An LLC provides limited liability protection to all members, shielding personal assets from business debts, whereas general partners in a partnership have unlimited personal liability. LLCs also have more formal requirements and slightly higher formation costs than a general partnership in South Dakota.
Partnership vs. Corporation
Corporations offer strong liability protection and the ability to raise capital by issuing stock, but are subject to more complex regulations, double taxation (for C-Corps), and higher compliance costs than partnerships. Partnerships benefit from simpler pass-through taxation and fewer formalities.
Partnership vs. S-Corp
An S-Corp provides liability protection and pass-through taxation similar to a partnership but imposes strict IRS eligibility requirements including limits on the number and type of shareholders. Partnerships offer greater flexibility in profit-sharing arrangements and have no ownership restrictions.
Partnership vs. Nonprofit
Nonprofits are organized for charitable, educational, or public benefit purposes and can apply for tax-exempt status, while partnerships are formed for profit-generating business activities. Nonprofits face significant regulatory oversight and restrictions on profit distribution that partnerships do not.
Sources
Fees, steps and deadlines on this page come from South Dakota's official filing office and tax agency pages listed below and were last verified in August 2026. Fees change — confirm on the official site before you file.
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