reglab/housing_qa huggingface dataset:
SD Codified L § 47-34A-408 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-408 - Members' and managers' right to information.

47-34A-408. Members' and managers' right to information.(a) A limited liability company shall provide managers and members and the respective agents and attorneys of members access for proper purposes to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their respective agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.(b) A limited liability company shall furnish to a manager:(1)Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the manager's performance of the manager's duties under the operating agreement or this chapter; and(2)On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.(c) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:(1)Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and(2)On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.(d) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement. Source: SL 1998, ch 272, §408; SL 2010, ch 218, §1.
SD Codified L § 47-34A-410 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-410 - Actions by members.

47-34A-410. Actions by members.(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:(1)The member's rights under the operating agreement;(2)The member's rights under this chapter; and(3)The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.(b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. Source: SL 1998, ch 272, §410.
SD Codified L § 47-34A-411 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-411 - Good faith reliance upon information.

47-34A-411. Good faith reliance upon information.A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company by any of its other managers, members, officers, employees, or committees of the limited liability company, or any other person, as to matters the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid. Source: SL 2010, ch 218, §14.
SD Codified L § 47-34A-501 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-501 - Member's distributional interest.

47-34A-501. Member's distributional interest.(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company.(b) A distributional interest in a limited liability company is personal property and, subject to §47-34A-502 and §47-34A-503, may be transferred in whole or in part.(c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to §47-34A-503, may also provide for the transfer of any interest represented by the certificate. Source: SL 1998, ch 272, §501.
SD Codified L § 47-34A-502 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-502 - Transfer of distributional interest.

47-34A-502. Transfer of distributional interest.A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled. Source: SL 1998, ch 272, §502.
SD Codified L § 47-34A-503 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-503 - Rights of a transferee.

47-34A-503. Rights of a transferee.(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.(b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under §47-34A-402 and for obligations under §47-34A-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records.(e) A transferee who does not become a member is entitled to:(1)Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;(2)Receive, upon dissolution and winding up of the limited liability company's business:(i)In accordance with the transfer, the net amount otherwise distributable to the transferor;(ii)A statement of account only from the date of the latest statement of account agreed to by all the members.(f) A limited liability company need not give effect to a transfer until it has notice of the transfer. Source: SL 1998, ch 272, §503; SL 2009, ch 234, §1.
SD Codified L § 47-34A-504 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-504 - Rights of creditor.

47-34A-504. Rights of creditor.(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, and following notice to the limited liability company of such application, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment.(b) A charging order constitutes a lien on the judgment debtor's distributional interest.(c) A distributional interest in a limited liability company which is charged may be redeemed:(1)By the judgment debtor;(2)With property other than the company's property, by one or more of the other members; or(3)With the company's property, but only if permitted by the operating agreement.(d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.(e) This section provides the exclusive remedy that a judgment creditor of a member's distributional interest or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in a limited liability company. No other remedy, including foreclosure on the member's distributional interest or a court order for directions, accounts, and inquiries that the debtor, member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited liability company.(f) No creditor of a member or a member's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the company.(g) This section applies to single member limited liability companies in addition to limited liability companies with more than one member. Source: SL 1998, ch 272, §504; SL 2007, ch 262, §1; SL 2009, ch 234, §2; SL 2012, ch 226, §1; SL 2013, ch 233, §13.
SD Codified L § 47-34A-602 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-602 - Member's power to dissociate; wrongful dissociation.

47-34A-602. Member's power to dissociate; wrongful dissociation.(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to §47-34A-601(1).(b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:(1)It is in breach of an express provision of the agreement; or(2)Before the expiration of the term specified in the articles of organization if any:(i)The member withdraws by express will;(ii)The member is expelled by judicial determination under §47-34A-601(6);(iii)The member is dissociated by becoming a debtor in bankruptcy; or(iv)In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. Source: SL 1998, ch 272, §602.
SD Codified L § 47-34A-603 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-603 - Effect of a member's dissociation.

47-34A-603. Effect of a member's dissociation.(a) A limited liability company does not dissolve and wind up its business as result of a member's dissociation.(b) Upon a member's dissociation from a limited liability company:(1)The member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in §47-34A-803, and the member ceases to be a member and is treated the same as a transferee of a member;(2)The member's duty of loyalty under §47-34A-409(b)(3) terminates; and(3)The member's duty of loyalty under §47-34A-409(b)(1) and (2) and duty of care under §47-34A-409(c) continue only with regard to matters arising and events occurring before the member's dissociation. Source: SL 1998, ch 272, §603.
SD Codified L § 47-34A-604 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-604 - Dissociated member's power to bind limited liability company.

47-34A-604. Dissociated member's power to bind limited liability company.For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under §47-34A-301 before dissociation only if at the time of entering into the transaction the other party:(1)Reasonably believed that the dissociated member was then a member;(2)Did not have notice of the member's dissociation; and(3)Is not deemed to have had notice under §47-34A-605. Source: SL 1998, ch 272, §604.
SD Codified L § 47-34A-605 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-605 - State of dissociation.

47-34A-605. State of dissociation.(a) A dissociated member or a limited liability company may file in the office of the secretary of state a statement of dissociation stating the name of the company and that the member is dissociated from the company. If the statement is filed by a dissociated member a copy of the statement must also be delivered to the company by the dissociated member.(b) For the purposes of §§47-34A-301 and 47-34A-604, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed. Source: SL 1998, ch 272, §605.
SD Codified L § 47-34A-701 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-701 - Series of members, managers, or limited liability company interests permitted.

  47-34A-701  .  Series of members, managers, or limited liability company interests permitted.   An operating agreement may establish or provide for the establishment of a series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. To the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective.     Source:  SL 2020, ch 200, § 1, eff. Nov. 15, 2020.
SD Codified L § 47-34A-703 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-703 - Name of series.

  47-34A-703  .  Name of series.   Except in the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under §  47-34A-1005  , the name of the series with limited liability is required to contain the entire name of the limited liability company and be distinguishable from the names of the other series set forth in the articles of organization. In the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under §  47-34A-1005  , the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in this state.     Source:  SL 2020, ch 200, § 3, eff. Nov. 15, 2020.
SD Codified L § 47-34A-706 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-706 - Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.

  47-34A-706  .  Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.   (a) If a limited liability company with the ability to establish series does not register to do business in a foreign jurisdiction for itself and its series, a series of a limited liability company may itself register to do business as a limited liability company in the foreign jurisdiction in accordance with the laws of the foreign jurisdiction.   (b) If a foreign limited liability company, as permitted in the jurisdiction of its organization, has established a series having separate rights, powers, or duties and has limited the liabilities of such series so that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, or so that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof are not enforceable against the assets of such series, then the limited liability company, on behalf of itself or any of its series, or any of its series on its own behalf may register to do business in this state in accordance with this chapter. The limitation of liability shall also be stated on the application for registration. In addition to the requirements of §  47-34A-1002  , the registration application filed shall identify each series being registered to do business in the state by the limited liability company. Unless otherwise provided in the operating agreement, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series of such a foreign limited liability company shall be enforceable against the assets of such series only and not against the assets of the foreign limited liability company generally or any other series thereof, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to such a foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series. Any series registering to do business in this state on its own behalf shall provide the information required in §  47-34A-1002   and pay the fees required by §  47-34A-212   and any other required fees.     Source:  SL 2020, ch 200, § 6, eff. Nov. 15, 2020.
SD Codified L § 47-34A-707 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-707 - Requirements for application for certificate of designation.

  47-34A-707  .  Requirements for application for certificate of designation.   An application for a certificate of designation shall exist in a medium prescribed by the secretary of state and shall set forth:   (1) The name of the limited liability company;   (2) The name of the series of the limited liability company;   (3) The principal office address for the series; and   (4) Whether the series is to be manager-managed, and, if so, the name and address for each initial manager, if different than the manager of the limited liability company in subsection (1).   Any amendment to the certificate of designation shall require a new application for a certificate of designation and payment of the applicable filing fee.     Source:  SL 2020, ch 200, § 7, eff. Nov. 15, 2020.   Source:  SL 2020, ch 200, § 7, eff. Nov. 15, 2020.
SD Codified L § 47-34A-801 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-801 - Events causing dissolution and winding up of company's business.

47-34A-801. Events causing dissolution and winding up of company's business.(a) A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:(1)An event specified in the operating agreement;(2)Consent of the number or percentage of members specified in the operating agreement;(3)An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;(4)On application by a member or a dissociated member, upon entry of a judicial decree that:(i)The economic purpose of the company is likely to be unreasonably frustrated;(ii)Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member;(iii)It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; or(iv)The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal or fraudulent. Source: SL 1998, ch 272, §801; SL 2009, ch 234, §3.
SD Codified L § 47-34A-802 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-802 - Limited liability company continues after dissolution.

47-34A-802. Limited liability company continues after dissolution.(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case:(1)The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and(2)The rights of a third party accruing as a result of the dissolution, under §47-34A-804(a), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. Source: SL 1998, ch 272, §802.
SD Codified L § 47-34A-803 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-803 - Right to wind up the limited liability company's business.

47-34A-803. Right to wind up the limited liability company's business.(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.(b) A legal representative of the last surviving member may wind up a limited liability company's business.(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to §47-34A-806, settle disputes by mediation or arbitration, and perform other necessary acts. Source: SL 1998, ch 272, §803.