reglab/housing_qa huggingface dataset:
SD Codified L § 47-34A-208 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-208 - Certificate of existence or authorization.

47-34A-208. Certificate of existence or authorization.(a) Any person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company.(b) A certificate of existence for a limited liability company must set forth:(1)The company's name;(2)That it is duly organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;(3)If payment is reflected in the records of the secretary of state and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this state have been paid;(4)Whether its most recent annual report required by §47-34A-211 has been filed with the secretary of state;(5)That articles of termination have not been filed; and(6)Other facts of record in the Office of the Secretary of State which may be requested by the applicant.(c) A certificate of authorization for a foreign limited liability company must set forth:(1)The company's name used in this state;(2)That it is authorized to transact business in this state;(3)If payment is reflected in the records of the secretary of state and if nonpayment affects the authorization of the company, that all fees, taxes, and penalties owed to this state have been paid;(4)Whether its most recent annual report required by §47-34A-211 has been filed with the secretary of state;(5)That a certificate of cancellation has not been filed; and(6)Other facts of record in the Office of the Secretary of State which may be requested by the applicant.(d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state. Source: SL 1998, ch 272, §208.
SD Codified L § 47-34A-210 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-210 - Failure or refusal to sign record.

47-34A-210. Failure or refusal to sign record.If a person required by §47-34A-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the state circuit court to direct the signing of the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall order the secretary of state to sign and file an appropriate record. Source: SL 1998, ch 272, §210.
SD Codified L § 47-34A-211 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-211 - Annual report for secretary of state.

47-34A-211. Annual report for secretary of state.A limited liability company, and a foreign limited liability company authorized to transact business in this state, except a bank organized pursuant to §51A-3-1.1, shall deliver to the secretary of state for filing an annual report pursuant to §§59-11-24 to 59-11-26, inclusive. Source: SL 1998, ch 272, §211; SL 2004, ch 289, §5; SL 2005, ch 241, §2; SL 2008, ch 275, §76.
SD Codified L § 47-34A-212 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-212 - Fees.

47-34A-212. Fees.The secretary of state shall charge and collect for:(a)Filing the articles of organization in the case of a domestic limited liability company, a filing fee of one hundred fifty dollars. Filing the articles of organization in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars;(b)A reporting fee of fifty dollars, due and payable with the filing of each annual report. Each entity that does not file or refuses to file its annual report within the time prescribed is subject to a penalty of fifty dollars to be assessed by the secretary of state;(c)Filing the articles of organization in the case of a domestic limited liability company, where the articles of organization contain a notice that the limited liability company is authorized to establish one or more series, a filing fee of two hundred dollars. Filing an application for a certificate of authority in the case of a foreign limited liability company authorized to establish a series under the laws of another state or jurisdiction, or series of such limited liability company on its own behalf, a filing fee of eight hundred dollars. Source: SL 1998, ch 272, § 212; SL 1999, ch 221, § 1; SL 2003, ch 8, § 23; SL 2004, ch 279, § 2; SL 2005, ch 241, § 3; SL 2009, ch 4, § 18; SL 2016, ch 2, § 2; SL 2020, ch 200, § 9, eff. Nov. 15, 2020.
SD Codified L § 47-34A-301 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-301 - Agency of members and managers.

47-34A-301. Agency of members and managers.(a) Subject to subsections (b) and (c):(1)Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.(2)An act of a member which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.(b) Subject to subsection (c), in a manager-managed company:(1)A member is not an agent of the company for the purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.(2)An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under §47-34A-404.1.(c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. Source: SL 1998, ch 272, §301.
SD Codified L § 47-34A-302 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-302 - Limited liability company liable for member's or manager's actionable conduct.

47-34A-302. Limited liability company liable for member's or manager's actionable conduct.A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company. Source: SL 1998, ch 272, §302.
SD Codified L § 47-34A-303 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-303 - Liability of members and managers.

47-34A-303. Liability of members and managers.(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company. Source: SL 1998, ch 272, § 303; SL 2020, ch 199, § 1.
SD Codified L § 47-34A-401 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-401 - Becoming a member.

47-34A-401. Becoming a member.(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.(c) After formation of a limited liability company, a person becomes a member:(1)As provided in the operating agreement;(2)As the result of a transaction effective under Article 9;(3)With the consent of all the members; or(4)If, within 90 consecutive days after the company ceases to have any members:(A)The last person to have been a member, or the legal representative of that person, designates a person to become a member; and(B)The designated person consents to become a member.(d) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company. Source: SL 1998, ch 272, §401; SL 2013, ch 233, §6.
SD Codified L § 47-34A-401.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-401.1 - Form of contribution.

47-34A-401.1. Form of contribution.A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to a limited liability company, including money, promissory notes, services performed, other agreements to contribute money or property, or contracts for services to be performed. Source: SL 2013, ch 233, §7.
SD Codified L § 47-34A-402 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-402 - Liability for contributions.

47-34A-402. Liability for contributions.(a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make the required contribution, the person or person's estate is obligated to contribute money equal to the value of that part of the contribution which has not been made at the option of the company.(b) A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under §47-34A-404.1(c)(5), may enforce the obligation. Source: SL 1998, ch 272, §402; SL 2013, ch 233, §8.
SD Codified L § 47-34A-403 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-403 - Member's and manager's rights to payments and reimbursement.

47-34A-403. Member's and manager's rights to payments and reimbursement.(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.(b) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.(c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) constitutes a loan to the company upon which interest accrues from the date of the payment or advance.(d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.(e) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability. Source: SL 1998, ch 272, §403; SL 2013, ch 233, §9.
SD Codified L § 47-34A-404.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-404.1 - Management of limited liability company.

47-34A-404.1. Management of limited liability company.(a) In a member-managed company:(1)Each member has equal rights in the management and conduct of the company's business; and(2)Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members.(b) In a manager-managed company:(1)Each manager has equal rights in the management and conduct of the company's business;(2)Except as otherwise provided in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and(3)A manager:(i)Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and(ii)Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.(c) The only matters of a member-or manager-managed company's business requiring the consent of all of the members are:(1)The amendment of the operating agreement under §47-34A-103;(2)The authorization or ratification of acts or transactions under §47-34A-103(b)(2)(ii) which would otherwise violate the duty of loyalty;(3)An amendment to the articles of organization under §47-34A-204;(4)The compromise of an obligation to make a contribution under §47-34A-402(b);(5)The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;(6)The making of interim distributions under §47-34A-405(a), including the redemption of an interest;(7)The admission of a new member;(8)The use of the company's property to redeem an interest subject to a charging order;(9)The consent to dissolve the company under §47-34A-801(a)(2);(10)A waiver of the right to have the company's business wound up and the company terminated under §47-34A-802(b);(11)The consent of members to merge with another entity under §47-34A-904(c)(1); and(12)The sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.(d) Action requiring the consent of members or managers under this chapter may be taken without a meeting.(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact. Source: SL 1998, ch 272, §404.1.
SD Codified L § 47-34A-404.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-404.2 - Classes and voting.

47-34A-404.2. Classes and voting.Nothing in this chapter prohibits the articles of organization from establishing classes or groups of one or more members having certain expressed relative rights, powers, or duties, including voting rights and the articles of organization may provide for the future creation, in the manner provided in the articles of organization, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the regulations or at the time of creation. The rights, powers, or duties of a class or group may be senior to those of one or more existing classes or groups of members. Source: SL 1998, ch 272, §404.2.
SD Codified L § 47-34A-405 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-405 - Sharing of and right to distributions.

47-34A-405. Sharing of and right to distributions.(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.(b) A member has no right to receive, and may not be required to accept, a distribution in kind.(c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. Source: SL 1998, ch 272, §405.
SD Codified L § 47-34A-406 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-406 - Limitations on distributions.

47-34A-406. Limitations on distributions.(a) A distribution may not be made if, after the distribution is made:(1)The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or(2)The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.(c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:(1)In the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and(2)In all other cases, as of the date the:(i)Distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or(ii)Payment is made if it occurs more than one hundred twenty days after the date of authorization.(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.(f) In subsection (a), "distribution" does not include amounts (i) constituting reasonable compensation for present or past services or (ii) reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. Source: SL 1998, ch 272, §406; SL 2013, ch 233, §10.
SD Codified L § 47-34A-407 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-407 - Liability for improper distributions.

47-34A-407. Liability for improper distributions.(a) Any member of a member-managed company, or a manager of a manager-managed company who votes for or assents to a distribution made in violation of §47-34A-406, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating §47-34A-406, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with §47-34A-409.(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.(c) A member of a manager-managed company who knew a distribution was made in violation of §47-34A-406, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under §47-34A-406.(d) A member or manager against whom an action is brought under this section may implead in the action all:(1)Other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and(2)Members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b).(e) A proceeding under this section is barred unless it is commenced within two years after the distribution. Source: SL 1998, ch 272, §407; SL 2013, ch 233, §11.