reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 31B - Uniform Securities Act Of 2002 › Section 47-31B-609 - Judicial review.

47-31B-609. Judicial review.
(a) Judicial review of orders. A final order issued by the director under this chapter is subject to judicial review in accordance with chapter 1-26.
(b) Judicial review of rules. A rule adopted under this chapter is subject to judicial review in accordance with chapter 1-26.
Source:
SL 2004, ch 278, §47.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 31B - Uniform Securities Act Of 2002 › Section 47-31B-611 - Service of process.

47-31B-611. Service of process.
(a) Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the director the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b) Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the director as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(c) Procedure for service of process. Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the director, but it is not effective unless:
(1)The plaintiff, which may be the director, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(2)The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the director in a proceeding before the director, allows.
(d) Service in administrative proceedings or civil actions by director. Service pursuant to subsection (c) may be used in a proceeding before the director or by the director in a civil action in which the director is the moving party.
(e) Opportunity to defend. If process is served under subsection (c), the court, or the director in a proceeding before the director, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
Source:
SL 2004, ch 278, §49.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 31B - Uniform Securities Act Of 2002 › Section 47-31B-612 - Severability clause.

47-31B-612. Severability clause.
If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Source:
SL 2004, ch 278, §50.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 31B - Uniform Securities Act Of 2002 › Section 47-31B-703 - Application of chapter to existing proceeding and existing rights and duties.

47-31B-703. Application of chapter to existing proceeding and existing rights and duties.
(a) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on July 1, 2004 or may be instituted on the basis of conduct occurring before July 1, 2004, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five years after July 1, 2004, whichever is earlier.
(b) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this chapter had not been enacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.
(c) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after July 1, 2004 pursuant to an offering made in good faith before July 1, 2004 on the basis of an exemption available under the predecessor act.
Source:
SL 2004, ch 278, §53.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-2 - Declaration of public policy.

47-33-2. Declaration of public policy.
The Legislature hereby finds and declares the following to be the public policy of this state:
(1)This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of shareholders. The United State Supreme Court has recently reaffirmed the power of states to regulate these affairs.
(2)Domestic public corporations encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including South Dakota shareholders, employees, customers, creditors, suppliers of goods and services, and local communities and their economies whose welfare is vital to the state's interests.
(3)In order to promote such welfare, the regulation of the internal affairs of domestic public corporations as reflected in the laws of this state governing business corporations should allow for the stable, long-term growth of domestic public corporations.
(4)Takeovers of publicly held corporations frequently occur through acquisition techniques which in effect coerce shareholders to participate in the transaction.
(5)Takeovers of publicly held corporations are also frequently financed largely through debt to be repaid in the short term through changes in the operations of the target corporation, by the sale of substantial assets of the target corporation, and other means. In other states, such takeovers have impaired local employment conditions and disrupted local commercial activity. These takeovers involve a substantial risk of unfair business dealing, may prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices, and may undermine the state's interest in promoting stable relationships involving the corporations that it charters. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short-term business strategies as well as defensive tactics which may not be in the public interest.
(6)This chapter is not intended to prevent the use of any other lawful measure to challenge or defend against attempts to acquire control of a domestic public corporation, including, without limiting the generality of the foregoing, rights and options described in §47-33-5.
Source:
SL 1990, ch 369, §102.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-4 - Factors considered by board in discharging duties.

47-33-4. Factors considered by board in discharging duties.
(1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation, the board and individual directors may, in addition to considering the effects of any such action on the shareholders, consider any of the following:
(a)The long-term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation;
(b)The effects of the action on the corporation's employees, customers, creditors and suppliers of goods and services;
(c)The effects of the action upon any community in which an office or other facility of the corporation is located; and
(d)The economy of this state and the nation. The consideration of those factors shall not constitute a violation of the director's fiduciary duty to the corporation or its shareholders, including, without limiting the generality of the foregoing, a director's duty of loyalty.
(2) If on the basis of the factors described in subdivision (1), the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, it may reject a proposal or offer made to effect the change or potential change in the control of the corporation. If the board determines to reject any such proposal or offer, the board shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer. Without limiting the generality of the foregoing, in the event the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, the board shall have no obligation to redeem or to render inapplicable any rights or options described in §47-33-5.
Source:
SL 1990, ch 369, §104.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-5 - Creation of shares--Rights and options.

47-33-5. Creation of shares--Rights and options.
Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series. Such rights or options shall be evidenced in such manner as the board shall approve and shall set forth the terms upon which, the time within which, and the price at which such shares may be purchased from the corporation upon the exercise of any such right or option. The terms and conditions of such rights or options may include, without limitation, provisions which adjust the option price or number of shares issuable under such rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence involving the domestic public corporation, and restrictions or conditions that preclude or limit the entitlement, exercise or transfer of such rights or options by any person or persons who, after the date of the creation or issuance of such rights or options, acquires, obtains the right to acquire or offers to acquire, directly or indirectly, beneficial ownership of a specified number or percentage of the domestic public corporation's outstanding voting shares or other shares of the corporation, or that invalidate or void such rights or options held by any such person or persons. This section applies to rights or options created or issued before, on or after February 21, 1990.
Source:
SL 1990, ch 369, §105.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-6 - Right to sue.

47-33-6. Right to sue.
An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter.
Source:
SL 1990, ch 369, §106.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-7 - Conflicting provisions of law.

47-33-7. Conflicting provisions of law.
(1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsistent with, in conflict with or contrary to this chapter, that provision does not apply to the extent that it is inconsistent with, in conflict with or contrary to this chapter and the provisions of this chapter shall prevail over that other provision.
(2) Notwithstanding subdivision (1), any provision of this chapter which is inconsistent with, in conflict with or contrary to §49-33-14.2 or 49-33-31 shall not apply to a domestic public corporation organized under chapter 49-33.
Source:
SL 1990, ch 369, §107.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-8 - Control share acquisition--Voting rights.

47-33-8. Control share acquisition--Voting rights.
Unless the corporation's articles expressly provide, before the control share acquisition, that §§47-33-8 to 47-33-16, inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of voting power of any of the ranges specified in subdivision 47-33-9(4) shall have only the voting rights as shall be accorded to them pursuant to §47-33-12.
Source:
SL 1990, ch 369, §201.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-10 - Request for special meeting by acquiring person--Consideration of voting rights.

47-33-10. Request for special meeting by acquiring person--Consideration of voting rights.
(1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to §47-33-9, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the domestic public corporation's expenses of a special meeting, except the expenses of the domestic public corporation in opposing according voting rights with respect to shares acquired or to be acquired in the control share acquisition, within ten days after receipt by the domestic public corporation of the information statement, a special meeting of the shareholders of the domestic public corporation shall be called for the sole purpose of considering the voting rights to be accorded shares referred to in §47-33-8 acquired or to be acquired pursuant to the control share acquisition.
(2) The special meeting shall be held no later than fifty days after receipt of the information statement, unless the acquiring person agrees to a later date. If the acquiring person so requests in writing at the time of delivery of the information statement, the special meeting shall not be held sooner than thirty days after receipt by the domestic public corporation of the information statement.
(3) If no request for a special meeting is made, consideration of the voting rights to be accorded shares referred to in §47-33-8 acquired or to be acquired pursuant to the control share acquisition shall be presented to the next special or annual meeting of the shareholders, unless prior thereto the matter of the voting rights becomes moot.
Source:
SL 1990, ch 369, §203.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-11 - Notice of special shareholders meeting.

47-33-11. Notice of special shareholders meeting.
The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy of any amendment to the information statement previously delivered to the domestic public corporation, and a statement disclosing that the board of the domestic public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of, or is taking no position or making no recommendation with respect to according voting rights to the shares referred to in §47-33-8 acquired or to be acquired in the control share acquisition. Any amendments to the information statement received after mailing the notice of and prior to the meeting shall be mailed promptly to the shareholders by the domestic public corporation.
Source:
SL 1990, ch 369, §204.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-12 - Voting rights of shares acquired in control share acquisition.

47-33-12. Voting rights of shares acquired in control share acquisition.
(1) Shares referred to in §47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual meeting of shareholders pursuant to §47-33-10.
(2) The resolution of shareholders must be approved by:
(a)The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote including all shares held by the acquiring person; and
(b)The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote excluding all interested shares.
A class or series of shares of the domestic public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles, entitle the class or series to vote separately as a class or series.
(3) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated prior to the time of the shareholder approval must be consummated within one hundred eighty days after the shareholder approval.
(4) Any shares referred to in §47-33-8 acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights upon transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this article.
Source:
SL 1990, ch 369, §205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-13 - Redemption of shares in absence of information statement or negative vote by shareholders.

47-33-13. Redemption of shares in absence of information statement or negative vote by shareholders.
Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to in §47-33-8 acquired in a control share acquisition, at a redemption price equal to the market value of the shares at the time of the call for redemption, in the event:
(1)An information statement has not been delivered to the domestic public corporation by the acquiring person by the tenth day after the control share acquisition; or
(2)An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to §47-33-12.
The call for redemption shall be given by the domestic public corporation within thirty days after the domestic public corporation has knowledge of the event giving the domestic public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given.
Source:
SL 1990, ch 369, §206.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-16 - Application of chapter to acquiring person--Application to non-public domestic corporations.

47-33-16. Application of chapter to acquiring person--Application to non-public domestic corporations.
(1) If a corporation is a domestic public corporation as of the acquiring person's share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation which occur on or after that date which would otherwise result in the corporation ceasing to be a domestic public corporation, if such changes result, directly or indirectly, from action taken or proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding, or otherwise with, the acquiring person or any affiliate or associate of the acquiring person, or from the transactions by which the person became an acquiring person or an interested shareholder.
(2) In addition to domestic public corporations, §§47-33-8 to 47-33-16, inclusive, shall also apply to a control share acquisition of shares of other domestic corporations that meet the requirements of a domestic public corporation except that the corporation is not a publicly-held corporation, if an express provision electing to be subject to §§47-33-8 to 47-33-16, inclusive, is contained in the articles of such corporation and the control share acquisition occurs after the effective date of the provision, in which event the term "domestic public corporation" as used in §§47-33-1 to 47-33-7, inclusive, and §§47-33-8 to 47-33-16, inclusive, shall be deemed to include such electing domestic corporation.
Source:
SL 1990, ch 369, §209.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 33 - South Dakota Domestic Public Corporation Takeover Act › Section 47-33-17 - Business combinations between corporation and interested shareholder.

47-33-17. Business combinations between corporation and interested shareholder.
Except as provided in §47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than:
(1)A business combination approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date, or where the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date has been approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date.
(2)A business combination approved:
(a)By the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of such interested shareholder, at a meeting called for such purpose no earlier than three months after the interested shareholder became, and if at the time of the meeting the interested shareholder is, the beneficial owner, directly or indirectly, of at least eighty percent of the voting shares, if the business combination also satisfies all the conditions of §47-33-18; or
(b)By the affirmative vote of all of the holders of all of the outstanding voting shares.
(3)A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of the interested shareholder, at a meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date.
(4)A business combination approved by a majority of the outstanding voting shares at a shareholder's meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date, if the business combination also satisfies all of the conditions of §47-33-18.
Source:
SL 1990, ch 369, §301.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-103 - Operating agreement--Scope--Limitations.

47-34A-103. Operating agreement--Scope--Limitations.
(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(b) The operating agreement may not:
(1)Eliminate the duty of loyalty under §47-34A-409(b) or §47-34A-603(b)(3), but the agreement may, if not manifestly unreasonable:
(i)Identify specific types or categories of activities that do not violate the duty of loyalty; and
(ii)Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(2)Eliminate the obligation of good faith and fair dealing under §47-34A-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(3)Vary the right to expel a member in an event specified in §47-34A-601(6);
(4)Vary the requirement to wind up the limited liability company's business in a case specified in §47-34A-801(a)(3) or (4); or
(5)Restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.
(c) If not manifestly unreasonable, the operating agreement may:
(1)Restrict a right to information or access to records under §47-34A-408;
(2)Reduce the duty of care under §47-34A-409(c) or §47-34A-603(b)(3);
(3)Alter any other fiduciary duty, including eliminating particular aspects of that duty.
(d) The court shall decide any claim under this section that a term of an operating agreement is manifestly unreasonable. The court:
(1)Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2)May invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:
(i)The objective of the term is unreasonable; or
(ii)The term is an unreasonable means to achieve the provision's objective.
Source:
SL 1998, ch 272, §103; SL 2013, ch 233, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-103.1 - Effect of records that conflict with § 47-34A-103 or operating agreement.

47-34A-103.1. Effect of records that conflict with §47-34A-103 or operating agreement.
(a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under §47-34A-103 if contained in the operating agreement, the provision is likewise ineffective in the record.
(b) Subject to subsection (a) of this section, if a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing, and which has become effective under this chapter, conflicts with a provision of the operating agreement:
(1)The operating agreement prevails as to members, dissociated members, transferees, and managers; and
(2)The record prevails as to other persons to the extent they reasonably rely on the record.
Source:
SL 2013, ch 233, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-104 - Supplemental principles of law.

47-34A-104. Supplemental principles of law.
(a) Unless displaced by particular provisions of this chapter the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in subdivision 54-3-16(1).
Source:
SL 1998, ch 272, §104.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-105 - Name.

47-34A-105.Name.
(a) The name of a limited liability company must contain, limited liability company, or limited company, or the abbreviation, L.L.C., LLC, L. C., or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co.
(b) Except as authorized by subsections (c) and (d), the name of a limited liability company must be distinguishable upon the records of the secretary of state from:
(1)The name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business, in this state;
(2)A name reserved or registered under §47-34A-106 or 47-34A-107;
(3)A fictitious name approved under §47-34A-1005 for a foreign company authorized to transact business in this state because its real name is unavailable.
(c) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records of the secretary of state from one or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:
(1)The present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the secretary of state to change the name to a name that is distinguishable upon the records of the secretary of state from the name applied for; or
(2)The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this state if the other company is organized or authorized to transact business in this state and the company proposing to use the name has:
(1)Merged with the other company;
(2)Been formed by reorganization with the other company; or
(3)Acquired substantially all of the assets, including the name, of the other company.
Source:
SL 1998, ch 272, §105.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-107 - Registration of name--Procedure.

47-34A-107. Registration of name--Procedure.
(a) A foreign limited liability company may register its name subject to the requirements of §47-34A-1005, if the name is distinguishable upon the records of the secretary of state from names that are not available under §47-34A-105(b).
(b) A foreign limited liability company registers its name, or its name with any addition required by §47-34A-1005, by delivering to the secretary of state for filing an application:
(1)Setting forth its name, or its name with any addition required by §47-34A-1005, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and
(2)Accompanied by a certificate of existence, or a record of similar import, from the state or country of organization.
(c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the secretary of state a renewal application complying with subsection (b) between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year.
(d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this state. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name.
Source:
SL 1998, ch 272, §107.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-112 - Nature of business and powers.

47-34A-112. Nature of business and powers.
(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business including regulation of professional service firms. Limited liability companies may not engage in activities proscribed by chapter 47-9A unless the ownership restrictions are met by the membership of the limited liability company by substitution of members for shareholders in that chapter.
(b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:
(1)Sue and be sued, and defend in its name;
(2)Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;
(3)Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;
(4)Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;
(5)Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;
(6)Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(7)Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity including but not limited to limited partnerships and limited liability companies;
(8)Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(9)Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit, or otherwise assist its members;
(10)Pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;
(11)Make donations for the public welfare or for charitable, scientific, or educational purposes; and
(12)Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company.
Source:
SL 1998, ch 272, §112.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-113 - Governing Law.

47-34A-113. Governing Law.
The law of this state governs:
(1)The internal affairs of a limited liability company; and
(2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
Source:
SL 2013, ch 233, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-114 - Freedom of contract.

47-34A-114. Freedom of contract.
It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
Source:
SL 2013, ch 233, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-201 - Limited liability company as legal entity.

47-34A-201. Limited liability company as legal entity.
A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company.
Source:
SL 1998, ch 272, §201.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-202.1 - Organization.

47-34A-202.1. Organization.
(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing.
(b) Unless a delayed effective date is specified in accordance with §47-34A-206(d), the existence of a limited liability company begins when the articles of organization are filed.
(c) The original articles of organization shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of organization conform to law, the secretary of state shall, when all fees have been paid as prescribed:
(1)Endorse the original with the word, Filed, and the month, date, and year of the filing;
(2)File the original;
(3)Issue a certificate of organization and affix to the certificate, the exact or conforming copy.
The certificate of organization, together with the exact or conforming copy of the articles of organization affixed to it by the secretary of state, shall be returned to the principal office of the limited liability company or to its representative.
Source:
SL 1998, ch 272, §202.1; SL 2005, ch 241, §1; SL 2012, ch 222, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-202.2 - Certificate of organization.

47-34A-202.2. Certificate of organization.
Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the limited liability company.
No limited liability company may transact business or incur indebtedness, except that which is incidental to its organization, or except for obtaining subscriptions for or payment of contributions, until the secretary of state has issued a certificate of organization.
Source:
SL 1998, ch 272, §202.2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-203 - Articles of organization.

47-34A-203. Articles of organization.
(a) Articles of organization of a limited liability company must set forth:
(1)The name of the company;
(2)The address of the initial designated office;
(3)The information required by §59-11-6;
(4)The name and address of each organizer;
(5)The duration of the company if other than perpetual;
(6)Whether the company is to be manager-managed, and, if so, the name and address for each initial manager;
(7)Whether one or more of the members of the company are to be liable for its debts and obligations under §47-34A-303(c);and
(8)Whether the limited liability company is authorized to establish one or more series and the matters required under §47-34A-702.
(b) Articles of organization of a limited liability company may set forth:
(1)Provisions permitted to be set forth in an operating agreement; or
(2)Other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of §47-34A-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1)The operating agreement controls as to managers, members, and members' transferees; and
(2)The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment.
Source:
SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-204 - Amendment or restatement of articles of organization.

47-34A-204. Amendment or restatement of articles of organization.
(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the:
(1)Name of the limited liability company;
(2)Date of filing of the articles of organization; and
(3)Amendment to the articles.
(b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.
Source:
SL 1998, ch 272, §204.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-205 - Signing of records.

47-34A-205. Signing of records.
(a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a:
(1)Manager of a manager-managed company;
(2)Member of a member-managed company;
(3)Person organizing the company, if the company has not been formed; or
(4)Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.
(c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the Office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.
Source:
SL 1998, ch 272, §205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-206 - Filing in Office of Secretary of State.

47-34A-206. Filing in Office of Secretary of State.
(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and send a receipt for the record and the fees to the limited liability company or its representative.
(b) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.
(c) Except as otherwise provided in subsection (d), §§47-34A-202.1 and 47-34A-202.2, and §47-34A-207(c), a record accepted for filing by the secretary of state is effective:
(1)At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original record; or
(2)At the time specified in the record as its effective time on the date it is filed.
(d) A record, including the articles of organization, may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified subject to the other requirements of this chapter. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day.
Source:
SL 1998, ch 272, §206.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-207 - Correcting filed record.

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