reglab/housing_qa huggingface dataset:
SD Codified L § 47-34A-909 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-909 - Effect of conversion.

47-34A-909. Effect of conversion.(a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:(1)All property owned by the converting organization remains vested in the converted organization;(2)All debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;(3)An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;(4)Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(5)Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(6)Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of §§47-34A-801 to 47-34A-812, inclusive.(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as set forth in this chapter. Source: SL 2010, ch 218, §10; SL 2013, ch 233, §23.
SD Codified L § 47-34A-910 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-910 - Domestication.

47-34A-910. Domestication.(a) A foreign limited liability company may become a limited liability company pursuant to §§47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if:(1)The foreign limited liability company's governing statute authorizes the domestication;(2)The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and(3)The foreign limited liability company complies with its governing statute in effecting the domestication.(b) A limited liability company may become a foreign limited liability company pursuant to §§47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if:(1)The foreign limited liability company's governing statute authorizes the domestication;(2)The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and(3)The foreign limited liability company complies with its governing statute in effecting the domestication.(c) A plan of domestication must be in a record and must include:(1)The name of the domesticating company before domestication and the jurisdiction of its governing statute;(2)The name of the domesticated company after domestication and the jurisdiction of its governing statute;(3)The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and(4)The organizational documents of the domesticated company that are, or are proposed to be, in a record. Source: SL 2010, ch 218, §11; SL 2013, ch 233, §24.
SD Codified L § 47-34A-911 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-911 - Action on plan of domestication by domesticating limited liability company.

47-34A-911. Action on plan of domestication by domesticating limited liability company.(a) A plan of domestication must be consented to:(1)By all the members, subject to §47-34A-912, if the domesticating company is a limited liability company; and(2)As provided in the domesticating company's governing statute, if the company is a foreign limited liability company.(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the secretary of state for filing under §47-34A-912, a domesticating limited liability company may amend the plan or abandon the domestication:(1)As provided in the plan; or(2)Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. Source: SL 2010, ch 218, §12; SL 2013, ch 233, §25.
SD Codified L § 47-34A-912 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-912 - Filings required for domestication--Effective date.

47-34A-912. Filings required for domestication--Effective date.(a) After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include:(1)A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;(2)The name of the domesticating company and the jurisdiction of its governing statute;(3)The name of the domesticated company and the jurisdiction of its governing statute;(4)The date the domestication is effective under the governing statute of the domesticated company;(5)If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;(6)If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and(7)If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of §47-34A-913(b).(b) A domestication becomes effective:(1)When the certificate of organization takes effect, if the domesticated company is a limited liability company; and(2)According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. Source: SL 2010, ch 218, §13; SL 2013, ch 233, §26.
SD Codified L § 47-34A-913 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-913 - Effect of domestication.

47-34A-913. Effect of domestication.(a) When a domestication takes effect:(1)The domesticated company is for all purposes the company that existed before the domestication;(2)All property owned by the domesticating company remains vested in the domesticated company;(3)All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;(4)An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;(5)Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;(6)Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and(7)Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of §§47-34A-801 to 47-34A-812, inclusive.(b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as set forth in this chapter.(c) If a limited liability company has adopted and approved a plan of domestication under §47-34A-910 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the secretary of state for filing setting forth:(1)The name of the company;(2)A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;(3)A statement the domestication was approved as required by this chapter; and(4)The jurisdiction of formation of the domesticated foreign limited liability company. Source: SL 2013, ch 233, §27.
SD Codified L § 47-34A-914 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-914 - Restrictions on approval of mergers, conversions, and domestications.

47-34A-914. Restrictions on approval of mergers, conversions, and domestications.(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:(1)The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and(2)The member has consented to the provision of the operating agreement.(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. Source: SL 2013, ch 233, §28.
SD Codified L § 47-34A-915 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-915 - Article not exclusive.

47-34A-915. Article not exclusive.The proceedings authorized under §§47-34A-901 to 47-34A-914, inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions. Source: SL 2013, ch 233, §29.
SD Codified L § 47-34A-1001 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1001 - Law governing foreign limited liability companies.

47-34A-1001. Law governing foreign limited liability companies.(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:(1)The internal affairs of the company; and(2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state. Source: SL 1998, ch 272, §1001; SL 2013, ch 233, §30.
SD Codified L § 47-34A-1002 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1002 - Application for certificate of authority.

47-34A-1002. Application for certificate of authority.(a) A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state.(b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The application must state:(1)The name of the company and, if the name does not comply with §47-34A-105, an alternate name adopted pursuant to §47-34A-105;(2)The name of the state or other jurisdiction under whose law the company is formed;(3)The street and mailing addresses of the company's principal office and if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing address of the required office;(4)If the limited liability company is authorized to establish one or more series, the matters required under §47-34A-702; and(5)The name and street and mailing address of the company's initial agent for service of process in this state.(c) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed together with the fees required by §47-34A-212, and all other fees. Source: SL 1998, ch 272, § 1002; SL 2008, ch 275, § 79; SL 2012, ch 222, § 15; SL 2013, ch 233, § 31; SL 2020, ch 200, § 10, eff. Nov. 15, 2020.
SD Codified L § 47-34A-1003 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1003 - Activities not constituting transacting business.

47-34A-1003. Activities not constituting transacting business.(a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include:(1)Maintaining, defending, or settling an action or proceeding;(2)Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;(3)Maintaining accounts in financial institutions;(4)Maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities;(5)Selling through independent contractors;(6)Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(7)Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;(8)Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;(9)Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and(10)Transacting business in interstate commerce.(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any law of this state other than this chapter. Source: SL 1998, ch 272, §1003; SL 2013, ch 233, §32.
SD Codified L § 47-34A-1004 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1004 - Filing of certificate of authority.

47-34A-1004. Filing of certificate of authority.Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees to the company or its representative. Source: SL 1998, ch 272, §1004; SL 2013, ch 233, §33.
SD Codified L § 47-34A-1005 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1005 - Noncomplying name of foreign limited liability company.

47-34A-1005. Noncomplying name of foreign limited liability company.(a) A foreign limited liability company whose name does not comply with §47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with §47-34A-105. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 37-11 or §47-34A-105. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under chapter 37-11 or §47-34A-105 to transact business in this state under another name.(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with §47-34A-105, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.  Source: SL 1998, ch 272, §1005; SL 2013, ch 233, §34.
SD Codified L § 47-34A-1006 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1006 - Revocation of certificate of authority.

47-34A-1006. Revocation of certificate of authority.(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not:(1)Pay, within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter;(2)Deliver, within sixty days after the due date, its annual report required under §47-34A-211;(3)Appoint and maintain an agent for service of process as required by South Dakota law; or(4)Deliver for filing a statement of a change within thirty days after a change has occurred in the name or address of the agent.(b) To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this state, or if the company does not appoint and maintain a proper agent in this state, to the company's designated office. The notice must state:(1)The revocation's effective date, which must be at least sixty days after the date the secretary of state sends the copy; and(2)The grounds for revocation under subsection (a).(c) The authority of a foreign limited liability company to transact business in this state ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b). If the company cures each ground, the secretary of state shall file a record so stating. Source: SL 1998, ch 272, §1006; SL 2008, ch 275, §80; SL 2013, ch 233, §35.
SD Codified L § 47-34A-1007 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1007 - Cancellation of certificate of authority.

47-34A-1007. Cancellation of certificate of authority.To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate of authority is cancelled when the notice becomes effective. Source: SL 1998, ch 272, §1007; SL 2012, ch 222, §16; SL 2013, ch 233, §36.
SD Codified L § 47-34A-1008 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1008 - Effect of failure to obtain certificate of authority.

47-34A-1008. Effect of failure to obtain certificate of authority.(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.(c) A member or manager of a foreign limited liability company is not liable for the debt, obligations, or other liabilities of the company solely because the company transacted business in that state without a certificate of authority.(d) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of actions arising out of the transaction of business in this state. Source: SL 1998, ch 272, §1008; SL 2013, ch 233, §37.
SD Codified L § 47-34A-1009 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1009 - Action by attorney general.

47-34A-1009. Action by attorney general.The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article. Source: SL 1998, ch 272, §1009; SL 2013, ch 233, §38.
SD Codified L § 47-34A-1010 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1010 - Domestication.

47-34A-1010. Domestication.(a) A foreign limited liability company may become a domestic limited liability company only if the domestication is permitted by the organic law of the foreign limited liability company.(b) A domestic limited liability company not required by law to be a domestic limited liability company may become a foreign limited liability company if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption of the limited liability company of a plan of domestication in the manner provided in this section and §§47-34A-1011 to 47-34A-1016, inclusive. Source: SL 2010, ch 218, §2.