reglab/housing_qa huggingface dataset:
SD Codified L § 47-34A-1011 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1011 - Plan of domestication.

47-34A-1011. Plan of domestication.(a) The plan of domestication shall include:(1)A statement of the jurisdiction in which the limited liability company is presently domesticated; and(2)A statement of the jurisdiction in which the limited liability company is to be domesticated.(b) The plan of domestication may include:(1)As a referenced attachment, the articles of organization of the limited liability company upon its domestication; and(2)Any other provision relating to the domestication.(c) The plan of domestication may also include a provision that the plan may be amended at any time prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication. Source: SL 2010, ch 218, §3.
SD Codified L § 47-34A-1012 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1012 - Action on plan of domestication by a domestic limited liability company.

47-34A-1012. Action on plan of domestication by a domestic limited liability company.In the case of a domestic limited liability company:(a)Unless the articles of organization or a written operating agreement of the limited liability company provides otherwise, the members of the limited liability company shall approve the plan of domestication by the members in the manner provided in the limited liability company's operating agreement for amendments to the operating agreement or, if no such provision is made in an operating agreement, by all the members.(b)If an amendment to a plan of domestication is made in accordance with subsection 47-34A-1011(c), and articles of domestication already have been filed with the secretary of state, amended articles of domestication shall be filed with the secretary of state before the effective date of any certificate of domestication issued by the secretary of state for the articles of domestication which the amended articles are to supersede. Source: SL 2010, ch 218, §4.
SD Codified L § 47-34A-1013 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1013 - Articles of domestication.

47-34A-1013. Articles of domestication.(a) After the domestication of a foreign limited liability company is approved in the manner required by the laws of the jurisdiction in which the limited liability company is organized, the limited liability company shall file with the secretary of state articles of domestication setting forth:(1)The name of the limited liability company immediately prior to the filing of the articles of domestication and, if that name is unavailable for use in this state or the limited liability company desires to change its name in connection with the domestication, a name that satisfies the requirements of §47-34A-105;(2)The plan of domestication; and(3)The original jurisdiction of the limited liability company and the date the limited liability company was organized in that jurisdiction, and each subsequent jurisdiction and the date the limited liability company was domesticated in each such jurisdiction, if any, prior to the filing of the articles of domestication.(b) The articles of domestication shall have attached articles of organization that comply with the requirements contained in §47-34A-203.(c) If the secretary of state finds that the articles of domestication comply with the requirements of law and that all required fees have been paid, the secretary of state shall issue a certificate of domestication.(d) The articles of domestication shall become effective pursuant to §47-34A-206.(e) A foreign limited liability company's existence as a domestic limited liability company shall begin when the certificate of domestication is effective. Upon becoming effective, the certificate of domestication shall be conclusive evidence that all conditions precedent required to be performed by the foreign limited liability company have been complied with and that the limited liability company has been organized under this chapter.(f) If the foreign limited liability company is authorized to transact business in this state under §47-34A-1004, its certificate of authority is canceled automatically on the effective date of the certificate of domestication issued by the secretary of state. Source: SL 2010, ch 218, §5.
SD Codified L § 47-34A-1014 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1014 - Surrender of articles of organization upon domestication.

47-34A-1014. Surrender of articles of organization upon domestication.(a) If a domestic limited liability company has approved, in the manner required by §47-34A-1012, a plan of domestication providing for the limited liability company to be domesticated under the laws of another jurisdiction, the limited liability company shall file with the secretary of state articles of organization surrender setting forth:(1)The name of the limited liability company;(2)The limited liability company's new jurisdiction of organization;(3)The plan of domestication;(4)A statement that the articles of organization surrender are being filed in connection with the domestication of the limited liability company as a foreign limited liability company to be organized under the laws of another jurisdiction and that the limited liability company is surrendering its certificate of organization under the laws of this state;(5)A statement that the limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was organized in this state;(6)A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (5); and(7)A commitment to notify the secretary of state in the future of any change in the mailing address of the limited liability company.(b) If the secretary of state finds that the articles of organization surrender comply with the requirements of law and that all required fees have been paid, the secretary of state shall issue a certificate of organization surrender.(c) The limited liability company shall automatically cease to be a domestic limited liability company when the certificate of organization surrender becomes effective.(d) If the former domestic limited liability company intends to continue to transact business in the state, within thirty days after the effective date of the certificate of organization surrender issued pursuant to subsection (b), the former domestic limited liability company shall deliver to the secretary of state an application for a certificate of authority to transact business in the state pursuant to §47-34A-1002 together with a certificate of existence or a record of similar import authentication by the secretary of state or other official having custody of company records in the state or country under whose law it is organized together with any fee required by §47-34A-1206 and any other required fee. Source: SL 2010, ch 218, §6.
SD Codified L § 47-34A-1015 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1015 - Effect of domestication.

47-34A-1015. Effect of domestication.(a) When a foreign limited liability company's certificate of domestication in this state becomes effective, with respect to that limited liability company:(1)The title to all real estate and other property remains in the limited liability company without reversion or impairment;(2)The liabilities remain the liabilities of the limited liability company;(3)A proceeding pending may be continued by or against the limited liability company as if the domestication did not occur;(4)The articles of organization attached to the articles of domestication constitute the articles of organization of the limited liability company; and(5)The limited liability company is deemed to:(i)Be organized under the laws of this state for all purposes;(ii)Be the same limited liability company as the limited liability company that existed under the laws of the jurisdiction or jurisdictions in which it was originally organized or formerly domesticated; and(iii)Have been organized on the date it was originally formed or organized.(b) Any member of a foreign limited liability company that domesticates into this state who, prior to the domestication, was liable for the liabilities or obligations of the limited liability company is not released from those liabilities or obligations by reason of the domestication. Source: SL 2010, ch 218, §7.
SD Codified L § 47-34A-1016 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1016 - Abandonment of domestication.

47-34A-1016. Abandonment of domestication.(a) Unless the domestic limited liability company's articles of organization, operating agreement, or the plan of domestication provides otherwise, after the domestication has been authorized and at any time before the effective date of the certificate of domestication issued by the Office of the Secretary of State, the domestication may be abandoned by majority vote of the members of the domestic limited liability company.(b) If a domestication is abandoned under subsection (a) after articles of organization surrender have been filed with the secretary of state but before the certificate of organization surrender has become effective, written notice that the domestication has been abandoned in accordance with this section shall be filed with the secretary of state prior to the effective date of the certificate of organization surrender. The notice shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.(c) If the domestication of a foreign limited liability company into this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state but before the certificate of domestication has become effective in this state, written notice that the domestication has been abandoned shall be filed with the secretary of state prior to the effective date of the certificate of domestication. The notice shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective. Source: SL 2010, ch 218, §8.
SD Codified L § 47-34A-1101 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1101 - Direct action by member.

47-34A-1101. Direct action by member.(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.(b) A member maintaining a direct action under this section must plead an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. Source: SL 1998, ch 272, §1101; SL 2013, ch 233, §39.
SD Codified L § 47-34A-1102 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1102 - Derivative action.

47-34A-1102. Derivative action.A member may maintain a derivative action to enforce a right of a limited liability company if:(1)The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or(2)A demand under paragraph (1) would be futile. Source: SL 1998, ch 272, §1102; SL 2013, ch 233, §40.
SD Codified L § 47-34A-1103 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1103 - Proper plaintiff.

47-34A-1103. Proper plaintiff.(a) Except as otherwise provided in subsection (b), a derivative action under §47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. Source: SL 1998, ch 272, §1103; SL 2013, ch 233, §41.
SD Codified L § 47-34A-1104 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1104 - Pleading.

47-34A-1104. Pleading.In a derivative action under §47-34A-1102, the complaint must state with particularity:(1)The date and content of the plaintiff's demand and the response to the demand by the managers or other members; or(2)If a demand has not been made, the reasons a demand under §47-34A-1102 would be futile. Source: SL 1998, ch 272, §1104; SL 2013, ch 233, §42.
SD Codified L § 47-34A-1105 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1105 - Special litigation committee.

47-34A-1105. Special litigation committee.(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make an investigation. The provisions of this subsection do not prevent the court from enforcing a person's right to information under §47-34A-408 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.(c) A special litigation committee may be appointed:(1)In a member-managed limited liability company:(A)By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and(B)If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or(2)In a manager-managed limited liability company:(A)By a majority of the managers not named as defendants or plaintiffs in the proceeding; and(B)If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:(1)Continue under the control of the plaintiff;(2)Continue under the control of the committee;(3)Be settled on terms approved by the committee; or(4)Be dismissed.(e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committees determination and the committee's report supporting the determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff. Source: SL 2013, ch 233, §43.
SD Codified L § 47-34A-1106 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1106 - Proceeds and expenses.

47-34A-1106. Proceeds and expenses.(a) Except as otherwise provided in subsection (b):(1)Any proceeds or other benefits of a derivative action under §47-34A-1102, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and(2)If the plaintiff receives any proceeds, the plaintiff shall immediately remit the proceeds to the company.(b) If a derivative action under §47-34A-1102 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. Source: SL 2013, ch 233, §44.
SD Codified L § 47-34A-1201 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1201 - Uniformity of application and construction.

47-34A-1201. Uniformity of application and construction.This chapter shall be 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 1998, ch 272, §1201.
SD Codified L § 47-34A-1202 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1202 - Short title.

47-34A-1202. Short title.This chapter may be cited as the South Dakota Limited Liability Company Act. Source: SL 1998, ch 272, §1202.
SD Codified L § 47-34A-1205 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1205 - Limited liability company--Organization--Effective date.

47-34A-1205. Limited liability company--Organization--Effective date.(a) Before January 1, 1999, this chapter governs only a limited liability company organized:(1)After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company.;(2)Before the effective date of this chapter, which elects, as provided by subsection (b), to be governed by this chapter.(b) Before January 1, 2004, a limited liability company existing before the effective date of this chapter may voluntarily elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this chapter.(c) On and after January 1, 2004, this chapter governs all limited liability companies. Source: SL 1998, ch 272, §1205.
SD Codified L § 47-34A-1206 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1206 - Fees.

47-34A-1206. Fees.The secretary of state may charge the following fees:(a)For amending or restating the articles of organization in the case of a domestic limited liability company, a filing fee of sixty dollars. For amending the certificate of authority in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars;(b)For filing articles of termination, ten dollars;(c)For filing articles of merger, sixty dollars;(d)For filing a statement of dissociation, ten dollars;(e)For filing an application to reserve a name, twenty-five dollars;(f)For issuing a certificate of existence, twenty dollars;(g)For filing an application for registration of name, twenty-five dollars;(h)For filing an annual renewal of registration, a limited liability company which has in effect a registration of its name, may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of fifteen dollars. A renewal application may be filed between the first day of October and the thirty-first day of December in each year and shall extend the registration for the following year. 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;(i)For acting as agent for service of process the secretary of state shall charge and collect at the time of such service thirty dollars which may be recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action;(j)For filing articles of domestication, one hundred fifty dollars;(k)For filing articles of organization surrender, one hundred fifty dollars;(l)For filing a plan of conversion, one hundred fifty dollars;(m)For amending or restating the articles of organization in the case of a domestic limited liability company or for filing an application to amend or restate the certificate of authority in the case of a foreign limited liability company, where the amendment contains a notice that the limited liability company is authorized to establish one or more series, a filing fee of one hundred ten dollars;(n)For filing an application for a certificate of designation, fifty dollars. Source: SL 1998, ch 272, § 1206; SL 2003, ch 8, § 25; SL 2004, ch 279, § 3; SL 2008, ch 275, § 88; SL 2009, ch 4, § 20; SL 2010, ch 218, § 15; SL 2012, ch 222, § 17; SL 2020, ch 200, § 11, eff. Nov. 15, 2020.
SD Codified L § 47-34A-1206.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1206.1 - Filing of documents with secretary of state.

47-34A-1206.1. Filing of documents with secretary of state.Delivery of documents 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. Source: SL 2013, ch 233, §45.
SD Codified L § 47-34A-1207 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-1207 - Savings clause.

47-34A-1207. Savings clause.This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1998. Source: SL 1998, ch 272, §1207.