reglab/housing_qa huggingface dataset:
SD Codified L § 48-7-101 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-101 - Definitions.

48-7-101. Definitions.Terms used in this chapter mean:(1)"Certificate of limited partnership," the certificate referred to in §48-7-201, and the certificate as amended or restated;(2)"Contribution," any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the partner's capacity as a partner;(3)"Event of withdrawal of a general partner," an event that causes a person to cease to be a general partner as provided in §48-7-402;(4)"Foreign limited partnership," a partnership formed under the laws of any state other than South Dakota and having as partners one or more general partners and one or more limited partners;(5)"General partner," a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;(6)"Limited partner," a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;(7)"Limited partnership" and "domestic limited partnership," a partnership formed by two or more persons under the laws of South Dakota and having one or more general partners and one or more limited partners;(8)"Partner," a limited or general partner;(9)"Partnership agreement," any valid agreement written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;(10)"Partnership interest," a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;(11)"Person," a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation;(12)"State," a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. Source: SL 1986, ch 391, §101; SL 1994, ch 351, §131.
SD Codified L § 48-7-102 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-102 - Name.

48-7-102.Name.The name of a limited partnership as set forth in its certificate of limited partnership:(1)Shall contain the words "limited partnership" or the initials "L. P." or "LP";(2)May not contain the name of a limited partner unless:(a)It is also the name of a general partner or the corporate name of a corporate general partner; or(b)The business of the limited partnership had been carried on under that name before the admission of that limited partner;(3)Must be distinguishable upon the records of the secretary of state from, the name of any corporation, whether for profit or not for profit, or limited partnership organized under the laws of South Dakota or licensed or registered as a foreign corporation, whether for profit or not for profit, or limited partnership in this state; and(4)May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership. Source: SL 1986, ch 391, §102; SL 1990, ch 370, §1; SL 1998, ch 272, §1; SL 2014, ch 216, §1.
SD Codified L § 48-7-103 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-103 - Reservation of name.

48-7-103. Reservation of name.The exclusive right to the use of a name may be reserved by:(1)Any person intending to organize a limited partnership under this chapter and to adopt that name;(2)Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;(3)Any foreign limited partnership intending to register in this state and adopt that name; and(4)Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. 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 name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. Source: SL 1986, ch 391, §103; SL 2012, ch 222, §18.
SD Codified L § 48-7-104 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-104 - Specified office and agent.

48-7-104. Specified office and agent.Each limited partnership shall continuously maintain in this state:(1)An office, which may but need not be a place of its business in this state, at which shall be kept the records required by §48-7-105 to be maintained; and(2)An agent for service of process on the limited partnership that meets the requirements of §§59-11-1 to 59-11-23, inclusive. Source: SL 1986, ch 391, §104; SL 2006, ch 228, §6; SL 2008, ch 275, §81.
SD Codified L § 48-7-105 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-105 - Records to be kept.

48-7-105. Records to be kept.Each limited partnership shall keep at the office referred to in §48-7-104 the following:(1)A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners;(2)A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;(3)Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;(4)Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and(5)Unless contained in a written partnership agreement, a writing setting out:(a)The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;(b)The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;(c)Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and(d)Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. Source: SL 1986, ch 391, §105.
SD Codified L § 48-7-106 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-106 - Nature of business.

48-7-106. Nature of business.A limited partnership may carry on any business that a partnership without limited partners may carry on. Source: SL 1986, ch 391, §106.
SD Codified L § 48-7-107 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-107 - Business transactions of partner with partnership.

48-7-107. Business transactions of partner with partnership.Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. Source: SL 1986, ch 391, §107.
SD Codified L § 48-7-201 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-201 - Content and filing of certificate.

48-7-201. Content and filing of certificate.In order to form a limited partnership, a certificate of limited partnership shall be executed and filed 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 certificate shall set forth:(1)The name of the limited partnership;(2)The information required by §59-11-6;(3)The name and the business address of each general partner;(4)The latest date upon which the limited partnership is to dissolve; and(5)Any other matters the general partners determine to include therein.A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. Source: SL 1986, ch 391, §201; SL 1990, ch 370, §2; SL 2006, ch 228, §10; SL 2008, ch 275, §82; SL 2012, ch 222, §19.
SD Codified L § 48-7-202 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-202 - Amendment to certificate.

48-7-202. Amendment to certificate.(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto 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 certificate shall set forth:(1)The name of the limited partnership;(2)The date of filing the certificate;(3)The amendment to the certificate; and(4)The street address, or a statement that there is no street address, of the office and the name and street address, or a statement that there is no street address, and the written consent, of the agent for service of process required to be maintained by §48-7-104.(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:(1)The admission of a new general partner;(2)The withdrawal of a general partner; or(3)The continuation of the business under §48-7-801 after an event of withdrawal of a general partner.(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subdivision (b) if the amendment is filed within the thirty-day period specified in subdivision (b).(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. Source: SL 1986, ch 391, §§202(a)-202(f); SL 2006, ch 228, §12; SL 2012, ch 222, §20.
SD Codified L § 48-7-203 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-203 - Cancellation of certificate.

48-7-203. Cancellation of certificate.A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. 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. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:(1)The name of the limited partnership;(2)The date of filing of its certificate of limited partnership;(3)The reason for filing the certificate of cancellation;(4)The effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and(5)Any other information the general partners filing the certificate determine. Source: SL 1986, ch 391, §203; SL 2012, ch 222, §21.
SD Codified L § 48-7-204 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-204 - Execution of certificates.

48-7-204. Execution of certificates.Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner:(1)An original certificate of limited partnership shall be signed by all general partners;(2)A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and(3)A certificate of cancellation shall be signed by all general partners.Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. Source: SL 1986, ch 391, §204.
SD Codified L § 48-7-205 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-205 - Execution by judicial act.

48-7-205. Execution by judicial act.If a person required by §48-7-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate. Source: SL 1986, ch 391, §205.
SD Codified L § 48-7-206 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-206 - Filing in Office of Secretary of State.

48-7-206. Filing in Office of Secretary of State.The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:(1)Endorse on the original, Filed, and the day, month, and year of the filing thereof; and(2)File the original in the office; and(3)Return a copy to the person who filed it or the person's representative.Upon the filing of a certificate of amendment or judicial decree of amendment in the Office of the Secretary of State, the certificate of limited partnership is amended as provided in the certificate. Upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled.Delivery of a certificate may be filed by electronic transmission as permitted by the Office of the Secretary of State. If the certificate is filed in a typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conforming copy of the certificate to be delivered with the original certificate. Source: SL 1986, ch 391, §206; SL 1990, ch 370, §3; SL 2013, ch 234, §1.
SD Codified L § 48-7-206.1 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-206.1 - Filing fee.

48-7-206.1. Filing fee.The provisions of §1-8-10 notwithstanding, the fee for filing any document required under this chapter with the secretary of state is one hundred twenty-five dollars. Source: SL 1990, ch 370, §9; SL 1997, ch 141, §12; SL 2003, ch 8, §26; SL 2009, ch 4, §21.
SD Codified L § 48-7-206.2 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-206.2 - Effect of filing.

48-7-206.2. Effect of filing.The secretary of state's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not:(1)Affect the validity or invalidity of the document in whole or part;(2)Relate to the correctness or incorrectness of information contained in the document; or(3)Create a presumption that the document is either valid or invalid or that information contained in the document is either correct or incorrect. Source: SL 1990, ch 370, §10.
SD Codified L § 48-7-207 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-207 - Liability for false statement in certificate.

48-7-207. Liability for false statement in certificate.If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:(1)Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and(2)Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under §48-7-205. Source: SL 1986, ch 391, §207.
SD Codified L § 48-7-208 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-208 - Scope of notice.

48-7-208. Scope of notice.The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. Source: SL 1986, ch 391, §208.
SD Codified L § 48-7-209 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-209 - Delivery of certificates to limited partners.

48-7-209. Delivery of certificates to limited partners.Upon the return by the secretary of state pursuant to §48-7-206 of the certificate copy marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise. Source: SL 1986, ch 391, §209; SL 1990, ch 370, §4.
SD Codified L § 48-7-210 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-210 - Filing exact copy of pre-1987 documents.

48-7-210. Filing exact copy of pre-1987 documents.If a limited partnership filed one or more documents pertaining to organization or administration of the partnership with a county prior to 1987 and if the partnership now is required to file an amendment to such document with the secretary of state pursuant to this chapter, it shall file an exact or conforming copy of the original county filing along with the amendment to the secretary of state. The copy shall be certified or otherwise shall bear other markings to confirm that it is an exact or conforming copy of a document filed with a county. Source: SL 1990, ch 370, §11.
SD Codified L § 48-7-301 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-301 - Admission of limited partners.

48-7-301. Admission of limited partners.(a) A person becomes a limited partner on the later of:(1)The date the original certificate of limited partnership is filed; or(2)The date stated in the records of the limited partnership as the date that person becomes a limited partner.(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:(1)In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and(2)In the case of an assignee of a partnership interest of a partner who has the power, as provided in §48-7-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. Source: SL 1986, ch 391, §§301(a), 301(b).
SD Codified L § 48-7-302 (2021)
2021 South Dakota Codified Laws|Title 48 - Partnerships|Chapter 07 - Uniform Limited Partnership Act|Section 48-7-302 - Voting.

48-7-302. Voting.Subject to §48-7-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter. Source: SL 1986, ch 391, §302.