reglab/housing_qa huggingface dataset:
SD Codified L § 48-7A-805 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-805 - Statement of dissolution.

48-7A-805. Statement of dissolution.(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution in the Office of the Secretary of State stating the name of the partnership and that the partnership has dissolved and is winding up its business.(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection 48-7A-303(d) and is a limitation on authority for the purposes of subsection 48-7A-303(e).(c) For the purposes of §§48-7A-301 and 48-7A-804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 48-7A-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. Source: SL 2001, ch 249, §805.
SD Codified L § 48-7A-806 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-806 - Partner's liability to other partners after dissolution.

48-7A-806. Partner's liability to other partners after dissolution.(a) Except as otherwise provided in subsection (b) and §48-7A-306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under §48-7A-804.(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection 48-7A-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. Source: SL 2001, ch 249, §806.
SD Codified L § 48-7A-807 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-807 - Settlement of accounts and contributions among partners.

48-7A-807. Settlement of accounts and contributions among partners.(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under §48-7A-306.(c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under §48-7A-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under §48-7A-306.(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under §48-7A-306.(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. Source: SL 2001, ch 249, §807.
SD Codified L § 48-7A-901 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-901 - Definitions.

48-7A-901. Definitions.In this article:(1)"General Partner" means a partner in a partnership and a general partner in a limited partnership.(2)"Limited Partner" means a limited partner in a limited partnership.(3)"Limited Partnership" means a limited partnership created under the chapter 48-7, the Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction.(4)"Partner" includes both a general partner and a limited partner. Source: SL 2001, ch 249, §901.
SD Codified L § 48-7A-902 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-902 - Conversion of partnership to limited partnership.

48-7A-902. Conversion of partnership to limited partnership.(a) A partnership may be converted to a limited partnership pursuant to this section.(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:(1)A statement that the partnership was converted to a limited partnership from a partnership;(2)Its former name; and(3)A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the chapter 48-7, the Uniform Limited Partnership Act. Source: SL 2001, ch 249, §902.
SD Codified L § 48-7A-903 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-903 - Conversion of limited partnership to partnership.

48-7A-903. Conversion of limited partnership to partnership.(a) A limited partnership may be converted to a partnership pursuant to this section.(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.(d) The conversion takes effect when the certificate of limited partnership is canceled.(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in §48-7A-306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. Source: SL 2001, ch 249, §903.
SD Codified L § 48-7A-904 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-904 - Effect of conversion; entity unchanged.

48-7A-904. Effect of conversion; entity unchanged.(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:(1)All property owned by the converting partnership or limited partnership remains vested in the converted entity;(2)All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and(3)An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred. Source: SL 2001, ch 249, §904.
SD Codified L § 48-7A-905 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-905 - Merger of partnerships.

48-7A-905. Merger of partnerships.(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships.(b) The plan of merger must set forth:(1)The name of each partnership or limited partnership that is a party to the merger;(2)The name of the surviving entity into which the other partnerships or limited partnerships will merge;(3)Whether the surviving entity is a partnership or a limited partnership and the status of each partner;(4)The terms and conditions of the merger;(5)The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and(6)The street address of the surviving entity's chief executive office.(c) The plan of merger must be approved:(1)In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and(2)In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.(e) The merger takes effect on the later of:(1)The approval of the plan of merger by all parties to the merger, as provided in subsection (c);(2)The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or(3)Any effective date specified in the plan of merger. Source: SL 2001, ch 249, §905.
SD Codified L § 48-7A-907 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-907 - Statement of merger.

48-7A-907. Statement of merger.(a) After a merger, the surviving partnership or limited partnership may file in the Office of the Secretary of State a statement that one or more partnerships or limited partnerships have merged into the surviving entity.(b) A statement of merger must contain:(1)The name of each partnership or limited partnership that is a party to the merger;(2)The name of the surviving entity into which the other partnerships or limited partnership were merged;(3)The street address of the surviving entity's chief executive office and of an office in this state, if any; and(4)Whether the surviving entity is a partnership or a limited partnership.(c) Except as otherwise provided in subsection (d), for the purposes of §48-7A-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.(d) For the purposes of §48-7A-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection 48-7A-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d). Source: SL 2001, ch 249, §907.
SD Codified L § 48-7A-908 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-908 - Nonexclusive.

48-7A-908. Nonexclusive.This Article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source: SL 2001, ch 249, §908.
SD Codified L § 48-7A-1001 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1001 - Statement of qualification.

48-7A-1001. Statement of qualification.(a) A partnership may become a limited liability partnership pursuant to this section.(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.(c) After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification in the Office of 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. The statement must contain:(1)The name of the partnership;(2)The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;(3)If the partnership does not have an office in this state, the information required by §59-11-6;(4)A statement that the partnership elects to be a limited liability partnership; and(5)A deferred effective date, if any.(d) Repealed by SL 2008, ch 275, §85.(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 48-7A-105(d) or revoked pursuant to §48-7A-1003.(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).(g) The filing of a statement of qualification under this chapter or, before July 1, 2001, registering as a registered limited liability partnership under prior law establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. Source: SL 2001, ch 249, §1001; SL 2006, ch 228, §7; SL 2008, ch 275, §85; SL 2012, ch 222, §24.
SD Codified L § 48-7A-1001.1 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1001.1 - Amendment of statement of qualification--Contents.

48-7A-1001.1. Amendment of statement of qualification--Contents.A statement of qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth:(1)The name of the limited liability partnership;(2)The date of filing the statement of qualification of limited liability partnership; and(3)The amendment to the statement of qualification. Source: SL 2003, ch 234, §1.
SD Codified L § 48-7A-1001.2 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1001.2 - Cancellation of statement of qualification--Contents.

48-7A-1001.2. Cancellation of statement of qualification--Contents.A statement of qualification of limited liability partnership shall be cancelled upon the filing of a statement of cancellation of the limited liability partnership. The statement of cancellation shall be filed in the Office of the Secretary of State and shall set forth:(1)The name of the limited liability partnership;(2)The date of filing the statement of qualification of limited liability partnership; and(3)The reason for filing the statement of cancellation. Source: SL 2003, ch 234, §2.
SD Codified L § 48-7A-1002 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1002 - Name.

48-7A-1002.Name.The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L. P.," "RLLP," or "LLP." if the limited liability partnership is also a limited partnership its name shall also comply with the name provisions in chapter 48-7. Source: SL 2001, ch 249, §1002.
SD Codified L § 48-7A-1003 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1003 - Annual report.

48-7A-1003. Annual report.(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report pursuant to §§59-11-24 to 59-11-26, inclusive.(b) Repealed by SL 2008, ch 275, §86.(c) The secretary of state may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the secretary of state shall provide the partnership at least sixty days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.(d) A revocation under subsection (c) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.(e) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The applicant shall submit with the application the filing fee of one hundred twenty-five dollars, plus any delinquent annual reports and fees for the period prior to the reinstatement application. 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. The application must state:(1)The name of the partnership and the effective date of the revocation; and(2)That the ground for revocation either did not exist or has been corrected.(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred. Source: SL 2001, ch 249, §1003; SL 2003, ch 8, §27; SL 2008, ch 275, §86; SL 2009, ch 4, §22; SL 2012, ch 222, §25.
SD Codified L § 48-7A-1004 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1004 - Eligibility to practice in limited liability partnership.

48-7A-1004. Eligibility to practice in limited liability partnership.Any person registered, certified, or licensed pursuant to chapter 16-16, 36-4, 36-4A, 36-5, 36-6A, 36-7, 36-8, 36-9, 36-9A, 36-10, 36-12, or 36-20B may practice in a limited liability partnership. Source: SL 2001, ch 249, §1004.
SD Codified L § 48-7A-1004.1 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1004.1 - Revocable trust as shareholder--Conditions.

48-7A-1004.1. Revocable trust as shareholder--Conditions.Notwithstanding any other provisions of §48-7A-1004, a revocable trust may be a partner in a limited liability partnership organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a partner of a limited liability partnership organized under this chapter. After the death of the grantor, the partnership interest owned by a revocable trust is subject to any applicable divestiture and redemption provisions as if the partnership interest were directly owned by the grantor of the trust. Source: SL 2002, ch 205, §11.
SD Codified L § 48-7A-1101 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07A - Uniform Partnership Act|Section 48-7A-1101 - Law governing foreign limited liability partnership.

48-7A-1101. Law governing foreign limited liability partnership.(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership. Source: SL 2001, ch 249, §1101.