This page covers the South Dakota certificate of authority for a master series foreign limited liability company: the Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company, issued by the South Dakota Secretary of State (SOS). A limited liability company (LLC) organized outside South Dakota, and authorized to establish one or more series, uses it to qualify in the state. On FillingPDF you can fill out the form online and download or print the completed PDF; the SOS publishes the original form and receives the filing by the channels described below.
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What is Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company – South Dakota?
The Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company is the South Dakota Secretary of State form that a limited liability company organized outside South Dakota uses to qualify as a master series LLC in the state. It cites SDCL 47-34A-1002.
On the SOS series LLC forms page, this document appears under the Foreign Forms for a Master/Parent LLC, listed as Certificate of Authority. Foreign forms are for organizations whose state of incorporation is not South Dakota. The form collects the company name (and an alternative name if needed), the jurisdiction under whose laws it is organized, its principal office, any office required by that jurisdiction, its South Dakota registered agent and a statement that the LLC is authorized to establish one or more series under SDCL §47-34A-702. An authorized person signs it.
It differs from its neighbors on the same page:
- Amended Certificate of Authority is the form for amending a previously registered LLC so that it can create series.
- Cancellation of Certificate of Authority ends the registration; cancelling a Master LLC also cancels all associated series LLCs.
- Domestic forms are for organizations incorporated in South Dakota.
- A foreign Series/Child LLC may, under the statute, choose a Certificate of Designation even if its Master is not qualified in South Dakota.
The printed edition is Nov2020.
Who needs to file Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company – South Dakota?
The main group is a limited liability company organized under the laws of a state or jurisdiction other than South Dakota that is authorized to establish one or more series and wants to qualify in South Dakota as a master series LLC. The signature must come from an authorized person of the company, who prints name and title on the form.
Other cases the Secretary of State's series LLC page separates out:
- Organizations incorporated in South Dakota use the Domestic forms, not this one.
- A previously registered LLC that wants to create series uses the Amended Certificate of Authority.
- A foreign Series/Child LLC may choose a Certificate of Designation even if its Master is not qualified in South Dakota.
- An LLC ending its registration uses the Cancellation of Certificate of Authority.
The SOS says its series LLC forms are to be used strictly for formation and amendments of series limited liability companies.
When to file Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company – South Dakota
The form prints no due date. You file it when a foreign limited liability company authorized to establish series applies for its Certificate of Authority in South Dakota, and only once you hold the one-page Original Certificate of Existence from the jurisdiction where it is organized, because that document must accompany the application.
An LLC that is already registered and wants to be allowed to create series files the Amended Certificate of Authority instead. Ending the registration uses the Cancellation of Certificate of Authority. For questions about timing, the form lists the Secretary of State office at (605)773-4845 and [email protected].
Documents you need
- A one-page Original Certificate of Existence issued by the Secretary of State or other official having custody of the organizational records in the state or jurisdiction under whose law the LLC is organized. The form says the application must be accompanied by it.
How to fill out Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company – South Dakota
Enter the company name
Item 1: write the name of the company. It must contain Limited Liability Company, Limited Company or the abbreviation L.L.C., LLC, L.C. or LC; Limited may be abbreviated as Ltd. and company as Co.
Add an alternative name if needed
Item 2: complete it only if the name in item 1 is not available in South Dakota or does not comply with SDCL 47-34A-105. Enter the alternative name the company adopts.
State the jurisdiction of organization
Item 3: enter the name of the state or other jurisdiction under whose laws the LLC is organized.
Enter the principal office
Item 4: give the street address, city, state and ZIP+4 of the executive offices. Add a mailing address only if it differs, and an email address if you wish; the email is optional.
Add the required home-jurisdiction office
Item 5: if the jurisdiction where the company is formed requires it to maintain an office there, give that office's street address and, if different, its mailing address.
Name the South Dakota registered agent
Item 6: complete only one option. For (a) a noncommercial registered agent (this may be an individual), enter the name, the actual street address in South Dakota, a different mailing address if any, and an optional email.
Or list a commercial registered agent
Item 6(b): enter the Commercial Registered Agent's name and its CRA#, a number you obtain from that agent. Leave (a) blank if you use (b).
Confirm series authorization
Item 7: check the box stating that the LLC is authorized to establish one or more series under SDCL §47-34A-702.
Sign, date and identify the signer
Enter the date and have an authorized person sign. Add the printed name and title, and an email address if you wish. The signer is subject to the form's warning about false statements (SDCL 22-39-36).
Review and download the completed PDF
Check each item against the Certificate of Existence, then download or print the completed PDF from FillingPDF. Assemble the application, the Original Certificate of Existence and the fee check as described under How to submit.
How to submit Application for Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company – South Dakota
You send the completed application on paper to the South Dakota Secretary of State; the form names no other channel.
- By mail: Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501, the address printed at the top of the form. The agency's series LLC forms page says to print the form and mail it, and you may print it and complete it in ink instead of typing.
- What goes in the package: the signed application, the one-page Original Certificate of Existence, and the filing fee. The form prints the fee amount; the check is made payable to SECRETARY OF STATE.
- Questions before filing: call (605)773-4845 or write to [email protected].
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Sending the application without the one-page Original Certificate of Existence from the jurisdiction where the LLC is organized.
- Entering a company name that lacks Limited Liability Company, Limited Company or an allowed abbreviation (L.L.C., LLC, L.C., LC; Ltd. for Limited; Co. for company).
- Completing both (a) and (b) in item 6; the form says to complete only one, noncommercial or commercial registered agent.
- Entering a commercial registered agent without its CRA#, which you obtain from the agent.
- Putting a mailing address on the actual street address line for the registered agent; the form asks for an actual street address in South Dakota.
- Leaving the item 7 box unchecked when the LLC is authorized to establish one or more series under SDCL §47-34A-702.
- Using this form to amend an existing registration so it can create series, when the SOS lists the Amended Certificate of Authority for that purpose.
- Signing for the company without being an authorized person, or signing a report you know is false in a material respect; the form cites a criminal penalty under SDCL 22-39-36.
- Making the filing fee check payable to anyone other than SECRETARY OF STATE.
Frequently asked questions
What is the certificate of authority for a master series foreign LLC?
It is the South Dakota Secretary of State application for a Certificate of Authority & Qualification of Master Series Foreign Limited Liability Company. An LLC organized outside South Dakota files it, citing SDCL 47-34A-1002, to qualify in the state as a master series LLC.
Who should use this form, and who should not?
Use it if your LLC is organized outside South Dakota and is authorized to establish series. Organizations incorporated in South Dakota use the Domestic forms instead, and a previously registered LLC that wants to create series uses the Amended Certificate of Authority.
What must I attach to the application?
A one-page Original Certificate of Existence issued by the Secretary of State or other official who holds the organizational records in the state or jurisdiction where the LLC is organized. The form says the application must be accompanied by it.
Where do I send the South Dakota Certificate of Authority application?
Mail it to the Secretary of State Office, 500 E Capitol Ave, Pierre, SD 57501, the address printed on the form. The agency's page says to print the form and mail it; you may complete it in ink. For questions, call (605)773-4845.
Is there a filing fee and how do I pay it?
Yes. The form prints the filing fee amount, so check it there. Payment is by check made payable to SECRETARY OF STATE, sent with the application and the Certificate of Existence.
Can I use a commercial registered agent?
Yes. South Dakota law permits either a noncommercial registered agent, which may be an individual, or a commercial one. Complete only one part of item 6. For a commercial agent, enter its name and its CRA#, which you get from the agent.
How do I amend a registration to allow series?
Use the Amended Certificate of Authority, which the Secretary of State lists as the form for amending a previously registered LLC so that it can create series. This application is for qualifying as a master series foreign LLC.
Can I fill out this form online on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is independent of the Secretary of State and does not file the form; you mail it to the agency as described under How to submit.
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