reglab/housing_qa huggingface dataset:
SD Codified L § 48-7-304 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-304 - Person erroneously believing himself limited partner.

48-7-304. Person erroneously believing himself limited partner.(a) Except as provided in this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:(1)Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or(2)Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.(b) A person who makes a contribution of the kind described in subdivision (a) is liable as a general partner to any third party who transacts business with the enterprise:(1)Before the person withdraws and an appropriate certificate is filed to show withdrawal; or(2)Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction. Source: SL 1986, ch 391, §§304(a), 304(b).
SD Codified L § 48-7-305 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-305 - Information.

48-7-305. Information.Each limited partner has the right to:(1)Inspect and copy any of the partnership records required to be maintained by §48-7-105; and(2)Obtain from the general partners from time to time upon reasonable demand:(a)True and full information regarding the state of the business and financial condition of the limited partnership;(b)Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and(c)Other information regarding the affairs of the limited partnership as is just and reasonable. Source: SL 1986, ch 391, §305.
SD Codified L § 48-7-401 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-401 - Admission of additional general partners.

48-7-401. Admission of additional general partners.After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners. Source: SL 1986, ch 391, §401.
SD Codified L § 48-7-402 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-402 - Events of withdrawal.

48-7-402. Events of withdrawal.Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:(1)The general partner withdraws from the limited partnership as provided in §48-7-602;(2)The general partner ceases to be a member of the limited partnership as provided in §48-7-702;(3)The general partner is removed as a general partner in accordance with the partnership agreement;(4)Unless otherwise provided in writing in the partnership agreement, the general partner:(a)Makes an assignment for the benefit of creditors;(b)Files a voluntary petition in bankruptcy;(c)Is adjudicated a bankrupt or insolvent;(d)Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;(e)Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or(f)Seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;(5)Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;(6)In the case of a general partner who is a natural person:(a)His death; or(b)The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;(7)In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;(8)In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;(9)In the case of a general partner that is corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or(10)In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership. Source: SL 1986, ch 391, §402.
SD Codified L § 48-7-403 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-403 - General powers and liabilities.

48-7-403. General powers and liabilities.Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. Source: SL 1986, ch 391, §403.
SD Codified L § 48-7-404 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-404 - Contributions by general partner.

48-7-404. Contributions by general partner.A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner. Source: SL 1986, ch 391, §404.
SD Codified L § 48-7-405 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-405 - Voting.

48-7-405. Voting.The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter. Source: SL 1986, ch 391, §405.
SD Codified L § 48-7-406 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-406 - Restrictions on corporate general partner.

48-7-406. Restrictions on corporate general partner.Any limited partnership which has a corporation as its general partner shall conform to the restrictions placed upon corporations under chapter 47-9A. Source: SL 1990, ch 370, §12.
SD Codified L § 48-7-407 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-407 - Registration of foreign corporate general partner.

48-7-407. Registration of foreign corporate general partner.Any foreign corporation acting as the general partner in a limited partnership shall conform to the foreign corporation registration laws of this state. Source: SL 1990, ch 370, §13.
SD Codified L § 48-7-501 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-501 - Form of contribution.

48-7-501. Form of contribution.The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. Source: SL 1986, ch 391, §501.
SD Codified L § 48-7-502 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-502 - Liability for contribution.

48-7-502. Liability for contribution.No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the stated contribution that has not been made.Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation. Source: SL 1986, ch 391, §502.
SD Codified L § 48-7-503 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-503 - Sharing of profits and losses.

48-7-503. Sharing of profits and losses.The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. Source: SL 1986, ch 391, §503.
SD Codified L § 48-7-504 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-504 - Sharing of distributions.

48-7-504. Sharing of distributions.Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. Source: SL 1986, ch 391, §504.
SD Codified L § 48-7-601 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-601 - Interim distributions.

48-7-601. Interim distributions.Except as provided in §§48-7-601 to 48-7-608, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. Source: SL 1986, ch 391, §601.
SD Codified L § 48-7-602 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-602 - Withdrawal of general partner.

48-7-602. Withdrawal of general partner.A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him. Source: SL 1986, ch 391, §602.
SD Codified L § 48-7-603 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-603 - Withdrawal of limited partner.

48-7-603. Withdrawal of limited partner.A limited partner has no right of withdrawal from a limited partnership except as otherwise specified in writing in the partnership agreement. The provisions of this bill do not apply to limited partnership agreements in existence June 30, 1996, unless such agreements specify the time or events for dissolution or winding up of the limited partnership. Source: SL 1986, ch 391, §603; SL 1996, ch 270.
SD Codified L § 48-7-604 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-604 - Distribution upon withdrawal.

48-7-604. Distribution upon withdrawal.Except as provided in §§48-7-601 to 48-7-608, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership. Source: SL 1986, ch 391, §604.
SD Codified L § 48-7-605 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-605 - Distribution in kind.

48-7-605. Distribution in kind.Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership. Source: SL 1986, ch 391, §605.
SD Codified L § 48-7-606 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-606 - Right to distribution.

48-7-606. Right to distribution.At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. Source: SL 1986, ch 391, §606.
SD Codified L § 48-7-607 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-607 - Limitations on distribution.

48-7-607. Limitations on distribution.A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. Source: SL 1986, ch 391, §607.
SD Codified L § 48-7-608 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-608 - Liability upon return of contribution.

48-7-608. Liability upon return of contribution.If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to §48-7-105, of his contribution which has not been distributed to him. Source: SL 1986, ch 391, §608.
SD Codified L § 48-7-701 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-701 - Nature of partnership interest.

48-7-701. Nature of partnership interest.A partnership interest is personal property. Source: SL 1986, ch 391, §701.
SD Codified L § 48-7-702 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-702 - Assignment of partnership interest.

48-7-702. Assignment of partnership interest.Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would have been entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest. Source: SL 1986, ch 391, §702.
SD Codified L § 48-7-703 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-703 - Rights of judgment creditor--Exclusive remedy.

48-7-703. Rights of judgment creditor--Exclusive remedy.On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.This section provides the exclusive remedy that a judgment creditor of a general or limited partner or of the general or limited partner's assignee may use to satisfy a judgment out of the judgment debtor's interest in the partnership. No other remedy, including foreclosure on the general or limited partner's partnership interest or a court order for directions, accounts, and inquiries that the debtor, general or limited partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited partnership. No creditor of a partner or a partner's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership. Source: SL 1986, ch 391, §703; SL 2007, ch 263, §1; SL 2009, ch 234, §4.
SD Codified L § 48-7-704 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-704 - Right of assignee to become limited partner.

48-7-704. Right of assignee to become limited partner.An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:(1)The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or(2)All other partners consent.An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership, under §§48-7-207 and 48-7-502. Source: SL 1986, ch 391, §704.
SD Codified L § 48-7-705 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-705 - Power of estate of deceased or incompetent partner.

48-7-705. Power of estate of deceased or incompetent partner.If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's personal representative, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. Source: SL 1986, ch 391, §705; SL 1995, ch 167, §188.
SD Codified L § 48-7-801 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-801 - Nonjudicial dissolution.

48-7-801. Nonjudicial dissolution.A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:(1)At the time specified in the certificate of limited partnership;(2)Upon the happening of events specified in writing in the partnership agreement;(3)Written consent of all partners;(4)An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or(5)Entry of a decree of judicial dissolution under §48-7-802. Source: SL 1986, ch 391, §801.