reglab/housing_qa huggingface dataset:
SD Codified L § 47-34A-103 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-103 - Operating agreement--Scope--Limitations.

47-34A-103. Operating agreement--Scope--Limitations.(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.(b) The operating agreement may not:(1)Eliminate the duty of loyalty under §47-34A-409(b) or §47-34A-603(b)(3), but the agreement may, if not manifestly unreasonable:(i)Identify specific types or categories of activities that do not violate the duty of loyalty; and(ii)Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;(2)Eliminate the obligation of good faith and fair dealing under §47-34A-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;(3)Vary the right to expel a member in an event specified in §47-34A-601(6);(4)Vary the requirement to wind up the limited liability company's business in a case specified in §47-34A-801(a)(3) or (4); or(5)Restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.(c) If not manifestly unreasonable, the operating agreement may:(1)Restrict a right to information or access to records under §47-34A-408;(2)Reduce the duty of care under §47-34A-409(c) or §47-34A-603(b)(3);(3)Alter any other fiduciary duty, including eliminating particular aspects of that duty.(d) The court shall decide any claim under this section that a term of an operating agreement is manifestly unreasonable. The court:(1)Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and(2)May invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:(i)The objective of the term is unreasonable; or(ii)The term is an unreasonable means to achieve the provision's objective. Source: SL 1998, ch 272, §103; SL 2013, ch 233, §2.
SD Codified L § 47-34A-103.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-103.1 - Effect of records that conflict with § 47-34A-103 or operating agreement.

47-34A-103.1. Effect of records that conflict with §47-34A-103 or operating agreement.(a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under §47-34A-103 if contained in the operating agreement, the provision is likewise ineffective in the record.(b) Subject to subsection (a) of this section, if a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing, and which has become effective under this chapter, conflicts with a provision of the operating agreement:(1)The operating agreement prevails as to members, dissociated members, transferees, and managers; and(2)The record prevails as to other persons to the extent they reasonably rely on the record. Source: SL 2013, ch 233, §3.
SD Codified L § 47-34A-104 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-104 - Supplemental principles of law.

47-34A-104. Supplemental principles of law.(a) Unless displaced by particular provisions of this chapter the principles of law and equity supplement this chapter.(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in subdivision 54-3-16(1). Source: SL 1998, ch 272, §104.
SD Codified L § 47-34A-105 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-105 - Name.

47-34A-105.Name.(a) The name of a limited liability company must contain, limited liability company, or limited company, or the abbreviation, L.L.C., LLC, L. C., or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co.(b) Except as authorized by subsections (c) and (d), the name of a limited liability company must be distinguishable upon the records of the secretary of state from:(1)The name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business, in this state;(2)A name reserved or registered under §47-34A-106 or 47-34A-107;(3)A fictitious name approved under §47-34A-1005 for a foreign company authorized to transact business in this state because its real name is unavailable.(c) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records of the secretary of state from one or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:(1)The present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the secretary of state to change the name to a name that is distinguishable upon the records of the secretary of state from the name applied for; or(2)The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this state if the other company is organized or authorized to transact business in this state and the company proposing to use the name has:(1)Merged with the other company;(2)Been formed by reorganization with the other company; or(3)Acquired substantially all of the assets, including the name, of the other company. Source: SL 1998, ch 272, §105.
SD Codified L § 47-34A-107 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-107 - Registration of name--Procedure.

47-34A-107. Registration of name--Procedure.(a) A foreign limited liability company may register its name subject to the requirements of §47-34A-1005, if the name is distinguishable upon the records of the secretary of state from names that are not available under §47-34A-105(b).(b) A foreign limited liability company registers its name, or its name with any addition required by §47-34A-1005, by delivering to the secretary of state for filing an application:(1)Setting forth its name, or its name with any addition required by §47-34A-1005, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and(2)Accompanied by a certificate of existence, or a record of similar import, from the state or country of organization.(c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the secretary of state a renewal application complying with subsection (b) between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year.(d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this state. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name. Source: SL 1998, ch 272, §107.
SD Codified L § 47-34A-112 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-112 - Nature of business and powers.

47-34A-112. Nature of business and powers.(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business including regulation of professional service firms. Limited liability companies may not engage in activities proscribed by chapter 47-9A unless the ownership restrictions are met by the membership of the limited liability company by substitution of members for shareholders in that chapter.(b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:(1)Sue and be sued, and defend in its name;(2)Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;(3)Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;(4)Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;(5)Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;(6)Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;(7)Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity including but not limited to limited partnerships and limited liability companies;(8)Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;(9)Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit, or otherwise assist its members;(10)Pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;(11)Make donations for the public welfare or for charitable, scientific, or educational purposes; and(12)Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company. Source: SL 1998, ch 272, §112.
SD Codified L § 47-34A-113 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-113 - Governing Law.

47-34A-113. Governing Law.The law of this state governs:(1)The internal affairs of a limited liability company; and(2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. Source: SL 2013, ch 233, §4.
SD Codified L § 47-34A-114 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-114 - Freedom of contract.

47-34A-114. Freedom of contract.It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. Source: SL 2013, ch 233, §5.
SD Codified L § 47-34A-201 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-201 - Limited liability company as legal entity.

47-34A-201. Limited liability company as legal entity.A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company. Source: SL 1998, ch 272, §201.
SD Codified L § 47-34A-202.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-202.1 - Organization.

47-34A-202.1. Organization.(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing.(b) Unless a delayed effective date is specified in accordance with §47-34A-206(d), the existence of a limited liability company begins when the articles of organization are filed.(c) The original articles of organization shall be delivered to 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. If the secretary of state finds that the articles of organization conform to law, the secretary of state shall, when all fees have been paid as prescribed:(1)Endorse the original with the word, Filed, and the month, date, and year of the filing;(2)File the original;(3)Issue a certificate of organization and affix to the certificate, the exact or conforming copy.The certificate of organization, together with the exact or conforming copy of the articles of organization affixed to it by the secretary of state, shall be returned to the principal office of the limited liability company or to its representative. Source: SL 1998, ch 272, §202.1; SL 2005, ch 241, §1; SL 2012, ch 222, §14.
SD Codified L § 47-34A-202.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-202.2 - Certificate of organization.

47-34A-202.2. Certificate of organization.Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the limited liability company.No limited liability company may transact business or incur indebtedness, except that which is incidental to its organization, or except for obtaining subscriptions for or payment of contributions, until the secretary of state has issued a certificate of organization. Source: SL 1998, ch 272, §202.2.
SD Codified L § 47-34A-203 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-203 - Articles of organization.

47-34A-203. Articles of organization.(a) Articles of organization of a limited liability company must set forth:(1)The name of the company;(2)The address of the initial designated office;(3)The information required by §59-11-6;(4)The name and address of each organizer;(5)The duration of the company if other than perpetual;(6)Whether the company is to be manager-managed, and, if so, the name and address for each initial manager;(7)Whether one or more of the members of the company are to be liable for its debts and obligations under §47-34A-303(c);and(8)Whether the limited liability company is authorized to establish one or more series and the matters required under §47-34A-702.(b) Articles of organization of a limited liability company may set forth:(1)Provisions permitted to be set forth in an operating agreement; or(2)Other matters not inconsistent with law.(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of §47-34A-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:(1)The operating agreement controls as to managers, members, and members' transferees; and(2)The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment. Source: SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.
SD Codified L § 47-34A-204 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-204 - Amendment or restatement of articles of organization.

47-34A-204. Amendment or restatement of articles of organization.(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the:(1)Name of the limited liability company;(2)Date of filing of the articles of organization; and(3)Amendment to the articles.(b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization. Source: SL 1998, ch 272, §204.
SD Codified L § 47-34A-205 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-205 - Signing of records.

47-34A-205. Signing of records.(a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a:(1)Manager of a manager-managed company;(2)Member of a member-managed company;(3)Person organizing the company, if the company has not been formed; or(4)Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.(b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.(c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the Office of the Secretary of State as evidence of authority by the person filing but must be retained by the company. Source: SL 1998, ch 272, §205.
SD Codified L § 47-34A-206 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-206 - Filing in Office of Secretary of State.

47-34A-206. Filing in Office of Secretary of State.(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and send a receipt for the record and the fees to the limited liability company or its representative.(b) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.(c) Except as otherwise provided in subsection (d), §§47-34A-202.1 and 47-34A-202.2, and §47-34A-207(c), a record accepted for filing by the secretary of state is effective:(1)At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original record; or(2)At the time specified in the record as its effective time on the date it is filed.(d) A record, including the articles of organization, may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified subject to the other requirements of this chapter. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day. Source: SL 1998, ch 272, §206.
SD Codified L § 47-34A-207 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 34A - Uniform Limited Liability Company Act|Section 47-34A-207 - Correcting filed record.

47-34A-207. Correcting filed record.(a) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed.(b) A record is corrected:(1)By preparing articles of correction that:(i)Describe the record, including its filing date, or attach a copy of it to the articles of correction;(ii)Specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and(iii)Correct the incorrect statement or defective signing; and(2)By delivering the corrected record to the secretary of state for filing.(c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Source: SL 1998, ch 272, §207.