reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-408 - Members' and managers' right to information.

47-34A-408. Members' and managers' right to information.
(a) A limited liability company shall provide managers and members and the respective agents and attorneys of members access for proper purposes to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their respective agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.
(b) A limited liability company shall furnish to a manager:
(1)Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the manager's performance of the manager's duties under the operating agreement or this chapter; and
(2)On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:
(1)Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and
(2)On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(d) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.
Source:
SL 1998, ch 272, §408; SL 2010, ch 218, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-409 - General standards of member's and manager's conduct.

47-34A-409. General standards of member's and manager's conduct.
(a) The only fiduciary duties a member owes to a member-managed company and, subject to §47-34A-1101(b), its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c).
(b) A member's duty of loyalty to a member-managed company and its other members is limited to the following:
(1)To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;
(2)To refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
(3)To refrain from competing with the company in the conduct of the company's business before the dissolution of the company.
(c) A member's duty of care to a member-managed company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A member shall discharge the duties to a member-managed company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.
(f) A member of a member-managed company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law.
(g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.
(h) In a manager-managed company:
(1)A member who is not also a manager owes no duties to the company or to the other members solely by reason of being a member;
(2)A manager is held to the same standards of conduct prescribed for members in subsections (b) through (f);
(3)A member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) through (f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and
(4)A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) through (f) to the extent of the managerial authority delegated to the members by the operating agreement.
Source:
SL 1998, ch 272, §409; SL 2013, ch 233, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-410 - Actions by members.

47-34A-410. Actions by members.
(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:
(1)The member's rights under the operating agreement;
(2)The member's rights under this chapter; and
(3)The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.
(b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Source:
SL 1998, ch 272, §410.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-411 - Good faith reliance upon information.

47-34A-411. Good faith reliance upon information.
A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company by any of its other managers, members, officers, employees, or committees of the limited liability company, or any other person, as to matters the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.
Source:
SL 2010, ch 218, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-501 - Member's distributional interest.

47-34A-501. Member's distributional interest.
(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company.
(b) A distributional interest in a limited liability company is personal property and, subject to §47-34A-502 and §47-34A-503, may be transferred in whole or in part.
(c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to §47-34A-503, may also provide for the transfer of any interest represented by the certificate.
Source:
SL 1998, ch 272, §501.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-502 - Transfer of distributional interest.

47-34A-502. Transfer of distributional interest.
A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.
Source:
SL 1998, ch 272, §502.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-503 - Rights of a transferee.

47-34A-503. Rights of a transferee.
(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.
(b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under §47-34A-402 and for obligations under §47-34A-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.
(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.
(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records.
(e) A transferee who does not become a member is entitled to:
(1)Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2)Receive, upon dissolution and winding up of the limited liability company's business:
(i)In accordance with the transfer, the net amount otherwise distributable to the transferor;
(ii)A statement of account only from the date of the latest statement of account agreed to by all the members.
(f) A limited liability company need not give effect to a transfer until it has notice of the transfer.
Source:
SL 1998, ch 272, §503; SL 2009, ch 234, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-504 - Rights of creditor.

47-34A-504. Rights of creditor.
(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, and following notice to the limited liability company of such application, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment.
(b) A charging order constitutes a lien on the judgment debtor's distributional interest.
(c) A distributional interest in a limited liability company which is charged may be redeemed:
(1)By the judgment debtor;
(2)With property other than the company's property, by one or more of the other members; or
(3)With the company's property, but only if permitted by the operating agreement.
(d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.
(e) This section provides the exclusive remedy that a judgment creditor of a member's distributional interest or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in a limited liability company. No other remedy, including foreclosure on the member's distributional interest or a court order for directions, accounts, and inquiries that the debtor, member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited liability company.
(f) No creditor of a member or a member's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the company.
(g) This section applies to single member limited liability companies in addition to limited liability companies with more than one member.
Source:
SL 1998, ch 272, §504; SL 2007, ch 262, §1; SL 2009, ch 234, §2; SL 2012, ch 226, §1; SL 2013, ch 233, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-602 - Member's power to dissociate; wrongful dissociation.

47-34A-602. Member's power to dissociate; wrongful dissociation.
(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to §47-34A-601(1).
(b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:
(1)It is in breach of an express provision of the agreement; or
(2)Before the expiration of the term specified in the articles of organization if any:
(i)The member withdraws by express will;
(ii)The member is expelled by judicial determination under §47-34A-601(6);
(iii)The member is dissociated by becoming a debtor in bankruptcy; or
(iv)In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
Source:
SL 1998, ch 272, §602.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-603 - Effect of a member's dissociation.

47-34A-603. Effect of a member's dissociation.
(a) A limited liability company does not dissolve and wind up its business as result of a member's dissociation.
(b) Upon a member's dissociation from a limited liability company:
(1)The member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in §47-34A-803, and the member ceases to be a member and is treated the same as a transferee of a member;
(2)The member's duty of loyalty under §47-34A-409(b)(3) terminates; and
(3)The member's duty of loyalty under §47-34A-409(b)(1) and (2) and duty of care under §47-34A-409(c) continue only with regard to matters arising and events occurring before the member's dissociation.
Source:
SL 1998, ch 272, §603.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-604 - Dissociated member's power to bind limited liability company.

47-34A-604. Dissociated member's power to bind limited liability company.
For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under §47-34A-301 before dissociation only if at the time of entering into the transaction the other party:
(1)Reasonably believed that the dissociated member was then a member;
(2)Did not have notice of the member's dissociation; and
(3)Is not deemed to have had notice under §47-34A-605.
Source:
SL 1998, ch 272, §604.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-605 - State of dissociation.

47-34A-605. State of dissociation.
(a) A dissociated member or a limited liability company may file in the office of the secretary of state a statement of dissociation stating the name of the company and that the member is dissociated from the company. If the statement is filed by a dissociated member a copy of the statement must also be delivered to the company by the dissociated member.
(b) For the purposes of §§47-34A-301 and 47-34A-604, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
Source:
SL 1998, ch 272, §605.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-701 - Series of members, managers, or limited liability company interests permitted.

47-34A-701  .  Series of members, managers, or limited liability company interests permitted.
An operating agreement may establish or provide for the establishment of a series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. To the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective.
Source:  SL 2020, ch 200, § 1, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-703 - Name of series.

47-34A-703  .  Name of series.
Except in the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under §  47-34A-1005  , the name of the series with limited liability is required to contain the entire name of the limited liability company and be distinguishable from the names of the other series set forth in the articles of organization. In the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under §  47-34A-1005  , the name of the series with limited liability must contain the entire name under which the foreign limited liability company has been admitted to transact business in this state.
Source:  SL 2020, ch 200, § 3, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-706 - Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.

47-34A-706  .  Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.
(a) If a limited liability company with the ability to establish series does not register to do business in a foreign jurisdiction for itself and its series, a series of a limited liability company may itself register to do business as a limited liability company in the foreign jurisdiction in accordance with the laws of the foreign jurisdiction.
(b) If a foreign limited liability company, as permitted in the jurisdiction of its organization, has established a series having separate rights, powers, or duties and has limited the liabilities of such series so that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series are enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, or so that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof are not enforceable against the assets of such series, then the limited liability company, on behalf of itself or any of its series, or any of its series on its own behalf may register to do business in this state in accordance with this chapter. The limitation of liability shall also be stated on the application for registration. In addition to the requirements of §  47-34A-1002  , the registration application filed shall identify each series being registered to do business in the state by the limited liability company. Unless otherwise provided in the operating agreement, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series of such a foreign limited liability company shall be enforceable against the assets of such series only and not against the assets of the foreign limited liability company generally or any other series thereof, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to such a foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series. Any series registering to do business in this state on its own behalf shall provide the information required in §  47-34A-1002   and pay the fees required by §  47-34A-212   and any other required fees.
Source:  SL 2020, ch 200, § 6, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-707 - Requirements for application for certificate of designation.

47-34A-707  .  Requirements for application for certificate of designation.
An application for a certificate of designation shall exist in a medium prescribed by the secretary of state and shall set forth:
(1) The name of the limited liability company;
(2) The name of the series of the limited liability company;
(3) The principal office address for the series; and
(4) Whether the series is to be manager-managed, and, if so, the name and address for each initial manager, if different than the manager of the limited liability company in subsection (1).
Any amendment to the certificate of designation shall require a new application for a certificate of designation and payment of the applicable filing fee.
Source:  SL 2020, ch 200, § 7, eff. Nov. 15, 2020.
Source:  SL 2020, ch 200, § 7, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-801 - Events causing dissolution and winding up of company's business.

47-34A-801. Events causing dissolution and winding up of company's business.
(a) A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:
(1)An event specified in the operating agreement;
(2)Consent of the number or percentage of members specified in the operating agreement;
(3)An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;
(4)On application by a member or a dissociated member, upon entry of a judicial decree that:
(i)The economic purpose of the company is likely to be unreasonably frustrated;
(ii)Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member;
(iii)It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; or
(iv)The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal or fraudulent.
Source:
SL 1998, ch 272, §801; SL 2009, ch 234, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-802 - Limited liability company continues after dissolution.

47-34A-802. Limited liability company continues after dissolution.
(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
(1)The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2)The rights of a third party accruing as a result of the dissolution, under §47-34A-804(a), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
Source:
SL 1998, ch 272, §802.