reglab/housing_qa huggingface dataset:
SD Codified L § 48-7-802 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-802 - Judicial dissolution.

48-7-802. Judicial dissolution.On application by or for a partner the circuit court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Source: SL 1986, ch 391, §802.
SD Codified L § 48-7-803 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-803 - Winding up.

48-7-803. Winding up.Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee. Source: SL 1986, ch 391, §803.
SD Codified L § 48-7-804 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-804 - Distribution of assets.

48-7-804. Distribution of assets.Upon the winding up of a limited partnership, the assets shall be distributed as follows:(1)To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under §48-7-601 or 48-7-604;(2)Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under §48-7-601 or 48-7-604; and(3)Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions. Source: SL 1986, ch 391, §804.
SD Codified L § 48-7-901 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-901 - Law governing.

48-7-901. Law governing.Subject to the Constitution of this state, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state. Source: SL 1986, ch 391, §901.
SD Codified L § 48-7-902 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-902 - Registration.

48-7-902. Registration.Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. 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. In order to register, a foreign limited partnership shall submit to the secretary of state an original application for registration as a foreign limited partnership, signed by a general partner and setting forth:(1)The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;(2)The state and date of its formation;(3)The information required by §59-11-6;(4)Repealed by SL 2008, ch 275, §83;(5)The street address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;(6)The name and business address of each general partner; and(7)The street address, or a statement that there is no street address, of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn. Source: SL 1986, ch 391, §902; SL 1990, ch 370, §5; SL 2008, ch 275, §83; SL 2012, ch 222, §22.
SD Codified L § 48-7-903 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-903 - Issuance of registration.

48-7-903. Issuance of registration.If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:(1)Endorse on the original and on the copy of the application the word "Filed," and the month, day, and year of the filing thereof;(2)File in his office the original of the application; and(3)Issue a certificate of registration to transact business in this state.The certificate of registration, together with the copy of the application, shall be returned to the person who filed the application or his representative. Source: SL 1986, ch 391, §903; SL 1990, ch 370, §6.
SD Codified L § 48-7-904 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-904 - Name.

48-7-904.Name.A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L. P." or "LP" and that could be registered by a domestic limited partnership under the provisions of §48-7-102. Source: SL 1986, ch 391, §904; SL 1990, ch 370, §7; SL 2014, ch 216, §2.
SD Codified L § 48-7-905 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-905 - Changes and amendments.

48-7-905. Changes and amendments.If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate signed and sworn to by a general partner, correcting such statement. Source: SL 1986, ch 391, §905.
SD Codified L § 48-7-906 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-906 - Cancellation of registration.

48-7-906. Cancellation of registration.A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed by a general partner. 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. Service of process is perfected on a foreign limited partnership that has filed a cancellation in the manner outlined in §§59-11-16 to 59-11-19, inclusive. Source: SL 1986, ch 391, §906; SL 2008, ch 275, §84; SL 2012, ch 222, §23.
SD Codified L § 48-7-907 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-907 - Transacting of business without registration.

48-7-907. Transacting of business without registration.A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to claims for relief or causes of action arising out of the transaction of business in this state. Source: SL 1986, ch 391, §907.
SD Codified L § 48-7-908 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-908 - Action by attorney general.

48-7-908. Action by attorney general.The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of any provision of this chapter regulating the activities of foreign limited partnerships. Source: SL 1986, ch 391, §908; SL 1990, ch 370, §8.
SD Codified L § 48-7-1001 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1001 - Right of action.

48-7-1001. Right of action.A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. Source: SL 1986, ch 391, §1001.
SD Codified L § 48-7-1002 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1002 - Proper plaintiff.

48-7-1002. Proper plaintiff.In a derivative action, the plaintiff must be a partner at the time of bringing the action and at the time of the transaction of which he complains or his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. Source: SL 1986, ch 391, §1002.
SD Codified L § 48-7-1003 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1003 - Pleading.

48-7-1003. Pleading.In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. Source: SL 1986, ch 391, §1003.
SD Codified L § 48-7-1004 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1004 - Expenses.

48-7-1004. Expenses.If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him. Source: SL 1986, ch 391, §1004.
SD Codified L § 48-7-1101 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1101 - Construction and application.

48-7-1101. Construction and application.This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Source: SL 1986, ch 391, §1101.
SD Codified L § 48-7-1102 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1102 - Short title.

48-7-1102. Short title.This chapter may be cited as the Uniform Limited Partnership Act. Source: SL 1986, ch 391, §1102.
SD Codified L § 48-7-1103 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1103 - Severability.

48-7-1103. Severability.If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. Source: SL 1986, ch 391, §1103.
SD Codified L § 48-7-1104 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1104 - Effective date, extended effective date, and repeal.

48-7-1104. Effective date, extended effective date, and repeal.Except as set forth below, the effective date of this chapter is July 1, 1986, and the Uniform Limited Partnership Act being §§48-6-1 to 48-6-64, inclusive, are hereby repealed:(1)The existing provisions for execution and filing of certificates of limited partnerships and amendments thereunder and cancellations thereof continue in effect until July 1, 1987, the extended effective date, §§48-7-102 to 48-7-105, inclusive, 48-7-201 to 48-7-204, inclusive, and 48-7-206 are not effective until the extended effective date;(2)Section 48-7-402, specifying the conditions under which a general partner ceases to be a member of a limited partnership, is not effective until the extended effective date, and the applicable provisions of existing law continue to govern until the extended effective date;(3)Sections 48-7-501, 48-7-502, and 48-7-608 apply only to contributions and distributions made after the effective date of this chapter;(4)Section 48-7-704 applies only to assignments made after the effective date of this chapter;(5)Sections 48-7-901 to 48-7-908, inclusive, dealing with registration of foreign limited partnerships, are not effective until the extended effective date;(6)Unless agreed otherwise by the partners, the applicable provisions of existing law governing allocation of profits and losses, rather than the provisions of §48-7-503, distributions to a withdrawing partner, rather than the provisions of §48-7-604, and distribution of assets upon the winding up of a limited partnership, rather than the provisions of §48-7-804, shall govern limited partnerships formed before the effective date of this chapter;(7)The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this chapter, nor does the repeal of any existing statutory provision by this chapter impair any contract or affect any right accrued before the effective date of this chapter. Source: SL 1986, ch 391, §1104.
SD Codified L § 48-7-1105 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1105 - Rules for cases not provided for in this chapter.

48-7-1105. Rules for cases not provided for in this chapter.In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern. Source: SL 1986, ch 391, §1105.
SD Codified L § 48-7-1106 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-1106 - Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).

48-7-1106. Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).(a) A limited partnership may become a limited liability limited partnership by:(1)Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions;(2)Filing a statement of qualification under subsection 48-7A-1001(c) of the Uniform Partnership Act; and(3)Having as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP."(b) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under §48-7A-1001(c) of the Uniform Partnership Act.(c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act apply to both general and limited partners of a limited liability limited partnership. Section 48-7-303 also applies to limited partners. Source: SL 2002, ch 210, §1.
SD Codified L § 48-7A-101 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-101 - Definitions.

48-7A-101. Definitions.In this chapter:(1)"Business" includes every trade, occupation, and profession;(2)"Debtor in bankruptcy" means a person who is the subject of:(i)An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or(ii)A comparable order under federal, state, or foreign law governing insolvency;(3)"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;(4)"Foreign limited liability partnership" means a partnership that:(i)Is formed under laws other than the laws of this state; and(ii)Has the status of a limited liability partnership under those laws;(5)"Limited liability partnership" means a partnership that has filed a statement of qualification under §48-7A-1001 and does not have a similar statement in effect in any other jurisdiction;(6)"Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under §48-7A-202, predecessor law, or comparable law of another jurisdiction;(7)"Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;(8)"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;(9)"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;(10)"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;(11)"Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;(12)"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;(13)"Statement" means a statement of partnership authority under §48-7A-303, a statement of denial under §48-7A-304, a statement of dissociation under §48-7A-704, a statement of dissolution under §48-7A-805, a statement of merger under §48-7A-907, a statement of qualification under §48-7A-1001, a statement of foreign qualification under §48-7A-1102, or an amendment or cancellation of any of the foregoing;(14)"Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. Source: SL 2001, ch 249, §101.
SD Codified L § 48-7A-102 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-102 - Knowledge and notice.

48-7A-102. Knowledge and notice.(a) A person knows a fact if the person has actual knowledge of it.(b) A person has notice of a fact if the person:(1)Knows of it;(2)Has received a notification of it; or(3)Has reason to know it exists from all of the facts known to the person at the time in question.(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.(d) A person receives a notification when the notification:(1)Comes to the person's attention; or(2)Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. Source: SL 2001, ch 249, §102.
SD Codified L § 48-7A-103 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-103 - Effect of partnership agreement, nonwaivable provisions.

48-7A-103. Effect of partnership agreement, nonwaivable provisions.(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.(b) The partnership agreement may not:(1)Vary the rights and duties under §48-7A-105 except to eliminate the duty to provide copies of statements to all of the partners;(2)Unreasonably restrict the right of access to books and records under subsection 48-7A-403(b);(3)Eliminate the duty of loyalty under subsection 48-7A-404(b) or subsection 48-7A-603(b)(3), but:(i)The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or(ii)All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;(4)Unreasonably reduce the duty of care under subsection 48-7A-404(c) or subsection 48-7A-603(b)(3);(5)Eliminate the obligation of good faith and fair dealing under subsection 48-7A-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;(6)Vary the power to dissociate as a partner under subsection 48-7A-602(a), except to require the notice under subsection 48-7A-601(1) to be in writing;(7)Vary the right of a court to expel a partner in the events specified in subsection 48-7A-601(5);(8)Vary the requirement to wind up the partnership business in cases specified in subsection 48-7A-801(4), (5), or (6);(9)Vary the law applicable to a limited liability partnership under subsection 48-7A-106(b); or(10)Restrict rights of third parties under this chapter. Source: SL 2001, ch 249, §103.