reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1102 - Derivative action.

47-34A-1102. Derivative action.
A member may maintain a derivative action to enforce a right of a limited liability company if:
(1)The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2)A demand under paragraph (1) would be futile.
Source:
SL 1998, ch 272, §1102; SL 2013, ch 233, §40.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1103 - Proper plaintiff.

47-34A-1103. Proper plaintiff.
(a) Except as otherwise provided in subsection (b), a derivative action under §47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
Source:
SL 1998, ch 272, §1103; SL 2013, ch 233, §41.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1104 - Pleading.

47-34A-1104. Pleading.
In a derivative action under §47-34A-1102, the complaint must state with particularity:
(1)The date and content of the plaintiff's demand and the response to the demand by the managers or other members; or
(2)If a demand has not been made, the reasons a demand under §47-34A-1102 would be futile.
Source:
SL 1998, ch 272, §1104; SL 2013, ch 233, §42.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1105 - Special litigation committee.

47-34A-1105. Special litigation committee.
(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make an investigation. The provisions of this subsection do not prevent the court from enforcing a person's right to information under §47-34A-408 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
(1)In a member-managed limited liability company:
(A)By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and
(B)If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or
(2)In a manager-managed limited liability company:
(A)By a majority of the managers not named as defendants or plaintiffs in the proceeding; and
(B)If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(1)Continue under the control of the plaintiff;
(2)Continue under the control of the committee;
(3)Be settled on terms approved by the committee; or
(4)Be dismissed.
(e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committees determination and the committee's report supporting the determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff.
Source:
SL 2013, ch 233, §43.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1106 - Proceeds and expenses.

47-34A-1106. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1)Any proceeds or other benefits of a derivative action under §47-34A-1102, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2)If the plaintiff receives any proceeds, the plaintiff shall immediately remit the proceeds to the company.
(b) If a derivative action under §47-34A-1102 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
Source:
SL 2013, ch 233, §44.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1201 - Uniformity of application and construction.

47-34A-1201. Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Source:
SL 1998, ch 272, §1201.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1205 - Limited liability company--Organization--Effective date.

47-34A-1205. Limited liability company--Organization--Effective date.
(a) Before January 1, 1999, this chapter governs only a limited liability company organized:
(1)After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company.;
(2)Before the effective date of this chapter, which elects, as provided by subsection (b), to be governed by this chapter.
(b) Before January 1, 2004, a limited liability company existing before the effective date of this chapter may voluntarily elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this chapter.
(c) On and after January 1, 2004, this chapter governs all limited liability companies.
Source:
SL 1998, ch 272, §1205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1206 - Fees.

47-34A-1206. Fees.
The secretary of state may charge the following fees:
(a)For amending or restating the articles of organization in the case of a domestic limited liability company, a filing fee of sixty dollars. For amending the certificate of authority in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars;
(b)For filing articles of termination, ten dollars;
(c)For filing articles of merger, sixty dollars;
(d)For filing a statement of dissociation, ten dollars;
(e)For filing an application to reserve a name, twenty-five dollars;
(f)For issuing a certificate of existence, twenty dollars;
(g)For filing an application for registration of name, twenty-five dollars;
(h)For filing an annual renewal of registration, a limited liability company which has in effect a registration of its name, may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of fifteen dollars. A renewal application may be filed between the first day of October and the thirty-first day of December in each year and shall extend the registration for the following year. 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;
(i)For acting as agent for service of process the secretary of state shall charge and collect at the time of such service thirty dollars which may be recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action;
(j)For filing articles of domestication, one hundred fifty dollars;
(k)For filing articles of organization surrender, one hundred fifty dollars;
(l)For filing a plan of conversion, one hundred fifty dollars;
(m)For amending or restating the articles of organization in the case of a domestic limited liability company or for filing an application to amend or restate the certificate of authority in the case of a foreign limited liability company, where the amendment contains a notice that the limited liability company is authorized to establish one or more series, a filing fee of one hundred ten dollars;
(n)For filing an application for a certificate of designation, fifty dollars.
Source:
SL 1998, ch 272, § 1206; SL 2003, ch 8, § 25; SL 2004, ch 279, § 3; SL 2008, ch 275, § 88; SL 2009, ch 4, § 20; SL 2010, ch 218, § 15; SL 2012, ch 222, § 17; SL 2020, ch 200, § 11, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1206.1 - Filing of documents with secretary of state.

47-34A-1206.1. Filing of documents with secretary of state.
Delivery of documents 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.
Source:
SL 2013, ch 233, §45.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1207 - Savings clause.

47-34A-1207. Savings clause.
This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1998.
Source:
SL 1998, ch 272, §1207.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-101 - Definitions.

48-7-101. Definitions.
Terms used in this chapter mean:
(1)"Certificate of limited partnership," the certificate referred to in §48-7-201, and the certificate as amended or restated;
(2)"Contribution," any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the partner's capacity as a partner;
(3)"Event of withdrawal of a general partner," an event that causes a person to cease to be a general partner as provided in §48-7-402;
(4)"Foreign limited partnership," a partnership formed under the laws of any state other than South Dakota and having as partners one or more general partners and one or more limited partners;
(5)"General partner," a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;
(6)"Limited partner," a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;
(7)"Limited partnership" and "domestic limited partnership," a partnership formed by two or more persons under the laws of South Dakota and having one or more general partners and one or more limited partners;
(8)"Partner," a limited or general partner;
(9)"Partnership agreement," any valid agreement written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;
(10)"Partnership interest," a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
(11)"Person," a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, limited liability company (domestic or foreign), or corporation;
(12)"State," a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
Source:
SL 1986, ch 391, §101; SL 1994, ch 351, §131.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-102 - Name.

48-7-102.Name.
The name of a limited partnership as set forth in its certificate of limited partnership:
(1)Shall contain the words "limited partnership" or the initials "L. P." or "LP";
(2)May not contain the name of a limited partner unless:
(a)It is also the name of a general partner or the corporate name of a corporate general partner; or
(b)The business of the limited partnership had been carried on under that name before the admission of that limited partner;
(3)Must be distinguishable upon the records of the secretary of state from, the name of any corporation, whether for profit or not for profit, or limited partnership organized under the laws of South Dakota or licensed or registered as a foreign corporation, whether for profit or not for profit, or limited partnership in this state; and
(4)May not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership.
Source:
SL 1986, ch 391, §102; SL 1990, ch 370, §1; SL 1998, ch 272, §1; SL 2014, ch 216, §1.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-103 - Reservation of name.

48-7-103. Reservation of name.
The exclusive right to the use of a name may be reserved by:
(1)Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2)Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(3)Any foreign limited partnership intending to register in this state and adopt that name; and
(4)Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.
The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
Source:
SL 1986, ch 391, §103; SL 2012, ch 222, §18.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-104 - Specified office and agent.

48-7-104. Specified office and agent.
Each limited partnership shall continuously maintain in this state:
(1)An office, which may but need not be a place of its business in this state, at which shall be kept the records required by §48-7-105 to be maintained; and
(2)An agent for service of process on the limited partnership that meets the requirements of §§59-11-1 to 59-11-23, inclusive.
Source:
SL 1986, ch 391, §104; SL 2006, ch 228, §6; SL 2008, ch 275, §81.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-105 - Records to be kept.

48-7-105. Records to be kept.
Each limited partnership shall keep at the office referred to in §48-7-104 the following:
(1)A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners;
(2)A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3)Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(4)Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and
(5)Unless contained in a written partnership agreement, a writing setting out:
(a)The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(b)The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(c)Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(d)Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
Source:
SL 1986, ch 391, §105.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-107 - Business transactions of partner with partnership.

48-7-107. Business transactions of partner with partnership.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Source:
SL 1986, ch 391, §107.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-201 - Content and filing of certificate.

48-7-201. Content and filing of certificate.
In order to form a limited partnership, a certificate of limited partnership shall be executed and filed in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth:
(1)The name of the limited partnership;
(2)The information required by §59-11-6;
(3)The name and the business address of each general partner;
(4)The latest date upon which the limited partnership is to dissolve; and
(5)Any other matters the general partners determine to include therein.
A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
Source:
SL 1986, ch 391, §201; SL 1990, ch 370, §2; SL 2006, ch 228, §10; SL 2008, ch 275, §82; SL 2012, ch 222, §19.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-202 - Amendment to certificate.

48-7-202. Amendment to certificate.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth:
(1)The name of the limited partnership;
(2)The date of filing the certificate;
(3)The amendment to the certificate; and
(4)The street address, or a statement that there is no street address, of the office and the name and street address, or a statement that there is no street address, and the written consent, of the agent for service of process required to be maintained by §48-7-104.
(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(1)The admission of a new general partner;
(2)The withdrawal of a general partner; or
(3)The continuation of the business under §48-7-801 after an event of withdrawal of a general partner.
(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subdivision (b) if the amendment is filed within the thirty-day period specified in subdivision (b).
(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
Source:
SL 1986, ch 391, §§202(a)-202(f); SL 2006, ch 228, §12; SL 2012, ch 222, §20.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-203 - Cancellation of certificate.

48-7-203. Cancellation of certificate.
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:
(1)The name of the limited partnership;
(2)The date of filing of its certificate of limited partnership;
(3)The reason for filing the certificate of cancellation;
(4)The effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and
(5)Any other information the general partners filing the certificate determine.
Source:
SL 1986, ch 391, §203; SL 2012, ch 222, §21.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-204 - Execution of certificates.

48-7-204. Execution of certificates.
Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner:
(1)An original certificate of limited partnership shall be signed by all general partners;
(2)A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and
(3)A certificate of cancellation shall be signed by all general partners.
Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Source:
SL 1986, ch 391, §204.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-205 - Execution by judicial act.

48-7-205. Execution by judicial act.
If a person required by §48-7-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
Source:
SL 1986, ch 391, §205.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-206 - Filing in Office of Secretary of State.

48-7-206. Filing in Office of Secretary of State.
The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:
(1)Endorse on the original, Filed, and the day, month, and year of the filing thereof; and
(2)File the original in the office; and
(3)Return a copy to the person who filed it or the person's representative.
Upon the filing of a certificate of amendment or judicial decree of amendment in the Office of the Secretary of State, the certificate of limited partnership is amended as provided in the certificate. Upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled.
Delivery of a certificate may be filed by electronic transmission as permitted by the Office of the Secretary of State. If the certificate is filed in a typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conforming copy of the certificate to be delivered with the original certificate.
Source:
SL 1986, ch 391, §206; SL 1990, ch 370, §3; SL 2013, ch 234, §1.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-206.1 - Filing fee.

48-7-206.1. Filing fee.
The provisions of §1-8-10 notwithstanding, the fee for filing any document required under this chapter with the secretary of state is one hundred twenty-five dollars.
Source:
SL 1990, ch 370, §9; SL 1997, ch 141, §12; SL 2003, ch 8, §26; SL 2009, ch 4, §21.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-206.2 - Effect of filing.

48-7-206.2. Effect of filing.
The secretary of state's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not:
(1)Affect the validity or invalidity of the document in whole or part;
(2)Relate to the correctness or incorrectness of information contained in the document; or
(3)Create a presumption that the document is either valid or invalid or that information contained in the document is either correct or incorrect.
Source:
SL 1990, ch 370, §10.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-207 - Liability for false statement in certificate.

48-7-207. Liability for false statement in certificate.
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
(1)Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2)Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under §48-7-205.
Source:
SL 1986, ch 391, §207.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-208 - Scope of notice.

48-7-208. Scope of notice.
The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
Source:
SL 1986, ch 391, §208.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-209 - Delivery of certificates to limited partners.

48-7-209. Delivery of certificates to limited partners.
Upon the return by the secretary of state pursuant to §48-7-206 of the certificate copy marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.
Source:
SL 1986, ch 391, §209; SL 1990, ch 370, §4.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-210 - Filing exact copy of pre-1987 documents.

48-7-210. Filing exact copy of pre-1987 documents.
If a limited partnership filed one or more documents pertaining to organization or administration of the partnership with a county prior to 1987 and if the partnership now is required to file an amendment to such document with the secretary of state pursuant to this chapter, it shall file an exact or conforming copy of the original county filing along with the amendment to the secretary of state. The copy shall be certified or otherwise shall bear other markings to confirm that it is an exact or conforming copy of a document filed with a county.
Source:
SL 1990, ch 370, §11.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-301 - Admission of limited partners.

48-7-301. Admission of limited partners.
(a) A person becomes a limited partner on the later of:
(1)The date the original certificate of limited partnership is filed; or
(2)The date stated in the records of the limited partnership as the date that person becomes a limited partner.
(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(1)In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2)In the case of an assignee of a partnership interest of a partner who has the power, as provided in §48-7-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
Source:
SL 1986, ch 391, §§301(a), 301(b).
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-302 - Voting.

48-7-302. Voting.
Subject to §48-7-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
Source:
SL 1986, ch 391, §302.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-304 - Person erroneously believing himself limited partner.

48-7-304. Person erroneously believing himself limited partner.
(a) Except as provided in this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(1)Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or
(2)Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subdivision (a) is liable as a general partner to any third party who transacts business with the enterprise:
(1)Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(2)Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Source:
SL 1986, ch 391, §§304(a), 304(b).
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-305 - Information.

48-7-305. Information.
Each limited partner has the right to:
(1)Inspect and copy any of the partnership records required to be maintained by §48-7-105; and
(2)Obtain from the general partners from time to time upon reasonable demand:
(a)True and full information regarding the state of the business and financial condition of the limited partnership;
(b)Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and
(c)Other information regarding the affairs of the limited partnership as is just and reasonable.
Source:
SL 1986, ch 391, §305.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-401 - Admission of additional general partners.

48-7-401. Admission of additional general partners.
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Source:
SL 1986, ch 391, §401.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-402 - Events of withdrawal.

48-7-402. Events of withdrawal.
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1)The general partner withdraws from the limited partnership as provided in §48-7-602;
(2)The general partner ceases to be a member of the limited partnership as provided in §48-7-702;
(3)The general partner is removed as a general partner in accordance with the partnership agreement;
(4)Unless otherwise provided in writing in the partnership agreement, the general partner:
(a)Makes an assignment for the benefit of creditors;
(b)Files a voluntary petition in bankruptcy;
(c)Is adjudicated a bankrupt or insolvent;
(d)Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(e)Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f)Seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;
(5)Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;
(6)In the case of a general partner who is a natural person:
(a)His death; or
(b)The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
(7)In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
(8)In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9)In the case of a general partner that is corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10)In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
Source:
SL 1986, ch 391, §402.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-403 - General powers and liabilities.

48-7-403. General powers and liabilities.
Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Source:
SL 1986, ch 391, §403.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-404 - Contributions by general partner.

48-7-404. Contributions by general partner.
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Source:
SL 1986, ch 391, §404.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-405 - Voting.

48-7-405. Voting.
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
Source:
SL 1986, ch 391, §405.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-406 - Restrictions on corporate general partner.

48-7-406. Restrictions on corporate general partner.
Any limited partnership which has a corporation as its general partner shall conform to the restrictions placed upon corporations under chapter 47-9A.
Source:
SL 1990, ch 370, §12.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-407 - Registration of foreign corporate general partner.

48-7-407. Registration of foreign corporate general partner.
Any foreign corporation acting as the general partner in a limited partnership shall conform to the foreign corporation registration laws of this state.
Source:
SL 1990, ch 370, §13.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-501 - Form of contribution.

48-7-501. Form of contribution.
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Source:
SL 1986, ch 391, §501.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-502 - Liability for contribution.

48-7-502. Liability for contribution.
No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the stated contribution that has not been made.
Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
Source:
SL 1986, ch 391, §502.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-503 - Sharing of profits and losses.

48-7-503. Sharing of profits and losses.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source:
SL 1986, ch 391, §503.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-504 - Sharing of distributions.

48-7-504. Sharing of distributions.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Source:
SL 1986, ch 391, §504.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-601 - Interim distributions.

48-7-601. Interim distributions.
Except as provided in §§48-7-601 to 48-7-608, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
Source:
SL 1986, ch 391, §601.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-602 - Withdrawal of general partner.

48-7-602. Withdrawal of general partner.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
Source:
SL 1986, ch 391, §602.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-603 - Withdrawal of limited partner.

48-7-603. Withdrawal of limited partner.
A limited partner has no right of withdrawal from a limited partnership except as otherwise specified in writing in the partnership agreement. The provisions of this bill do not apply to limited partnership agreements in existence June 30, 1996, unless such agreements specify the time or events for dissolution or winding up of the limited partnership.
Source:
SL 1986, ch 391, §603; SL 1996, ch 270.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-604 - Distribution upon withdrawal.

48-7-604. Distribution upon withdrawal.
Except as provided in §§48-7-601 to 48-7-608, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
Source:
SL 1986, ch 391, §604.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-605 - Distribution in kind.

48-7-605. Distribution in kind.
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
Source:
SL 1986, ch 391, §605.