reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-606 - Right to distribution.

48-7-606. Right to distribution.
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Source:
SL 1986, ch 391, §606.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-607 - Limitations on distribution.

48-7-607. Limitations on distribution.
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
Source:
SL 1986, ch 391, §607.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-608 - Liability upon return of contribution.

48-7-608. Liability upon return of contribution.
If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to §48-7-105, of his contribution which has not been distributed to him.
Source:
SL 1986, ch 391, §608.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-702 - Assignment of partnership interest.

48-7-702. Assignment of partnership interest.
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would have been entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
Source:
SL 1986, ch 391, §702.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-703 - Rights of judgment creditor--Exclusive remedy.

48-7-703. Rights of judgment creditor--Exclusive remedy.
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.
This section provides the exclusive remedy that a judgment creditor of a general or limited partner or of the general or limited partner's assignee may use to satisfy a judgment out of the judgment debtor's interest in the partnership. No other remedy, including foreclosure on the general or limited partner's partnership interest or a court order for directions, accounts, and inquiries that the debtor, general or limited partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited partnership. No creditor of a partner or a partner's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.
Source:
SL 1986, ch 391, §703; SL 2007, ch 263, §1; SL 2009, ch 234, §4.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-704 - Right of assignee to become limited partner.

48-7-704. Right of assignee to become limited partner.
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1)The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2)All other partners consent.
An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership, under §§48-7-207 and 48-7-502.
Source:
SL 1986, ch 391, §704.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-705 - Power of estate of deceased or incompetent partner.

48-7-705. Power of estate of deceased or incompetent partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's personal representative, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Source:
SL 1986, ch 391, §705; SL 1995, ch 167, §188.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-801 - Nonjudicial dissolution.

48-7-801. Nonjudicial dissolution.
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1)At the time specified in the certificate of limited partnership;
(2)Upon the happening of events specified in writing in the partnership agreement;
(3)Written consent of all partners;
(4)An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
(5)Entry of a decree of judicial dissolution under §48-7-802.
Source:
SL 1986, ch 391, §801.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-802 - Judicial dissolution.

48-7-802. Judicial dissolution.
On application by or for a partner the circuit court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Source:
SL 1986, ch 391, §802.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-803 - Winding up.

48-7-803. Winding up.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
Source:
SL 1986, ch 391, §803.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-804 - Distribution of assets.

48-7-804. Distribution of assets.
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1)To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under §48-7-601 or 48-7-604;
(2)Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under §48-7-601 or 48-7-604; and
(3)Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
Source:
SL 1986, ch 391, §804.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-901 - Law governing.

48-7-901. Law governing.
Subject to the Constitution of this state, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
Source:
SL 1986, ch 391, §901.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-902 - Registration.

48-7-902. Registration.
Before transacting business in this state, a foreign limited partnership shall register with 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. In order to register, a foreign limited partnership shall submit to the secretary of state an original application for registration as a foreign limited partnership, signed by a general partner and setting forth:
(1)The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
(2)The state and date of its formation;
(3)The information required by §59-11-6;
(4)Repealed by SL 2008, ch 275, §83;
(5)The street address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(6)The name and business address of each general partner; and
(7)The street address, or a statement that there is no street address, of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.
Source:
SL 1986, ch 391, §902; SL 1990, ch 370, §5; SL 2008, ch 275, §83; SL 2012, ch 222, §22.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-903 - Issuance of registration.

48-7-903. Issuance of registration.
If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(1)Endorse on the original and on the copy of the application the word "Filed," and the month, day, and year of the filing thereof;
(2)File in his office the original of the application; and
(3)Issue a certificate of registration to transact business in this state.
The certificate of registration, together with the copy of the application, shall be returned to the person who filed the application or his representative.
Source:
SL 1986, ch 391, §903; SL 1990, ch 370, §6.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-904 - Name.

48-7-904.Name.
A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L. P." or "LP" and that could be registered by a domestic limited partnership under the provisions of §48-7-102.
Source:
SL 1986, ch 391, §904; SL 1990, ch 370, §7; SL 2014, ch 216, §2.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-905 - Changes and amendments.

48-7-905. Changes and amendments.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate signed and sworn to by a general partner, correcting such statement.
Source:
SL 1986, ch 391, §905.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-906 - Cancellation of registration.

48-7-906. Cancellation of registration.
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed by a general partner. 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. Service of process is perfected on a foreign limited partnership that has filed a cancellation in the manner outlined in §§59-11-16 to 59-11-19, inclusive.
Source:
SL 1986, ch 391, §906; SL 2008, ch 275, §84; SL 2012, ch 222, §23.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-907 - Transacting of business without registration.

48-7-907. Transacting of business without registration.
A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.
A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to claims for relief or causes of action arising out of the transaction of business in this state.
Source:
SL 1986, ch 391, §907.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-908 - Action by attorney general.

48-7-908. Action by attorney general.
The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of any provision of this chapter regulating the activities of foreign limited partnerships.
Source:
SL 1986, ch 391, §908; SL 1990, ch 370, §8.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1001 - Right of action.

48-7-1001. Right of action.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Source:
SL 1986, ch 391, §1001.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1002 - Proper plaintiff.

48-7-1002. Proper plaintiff.
In a derivative action, the plaintiff must be a partner at the time of bringing the action and at the time of the transaction of which he complains or his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
Source:
SL 1986, ch 391, §1002.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1003 - Pleading.

48-7-1003. Pleading.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Source:
SL 1986, ch 391, §1003.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1004 - Expenses.

48-7-1004. Expenses.
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
Source:
SL 1986, ch 391, §1004.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1101 - Construction and application.

48-7-1101. Construction and application.
This chapter shall be so 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 1986, ch 391, §1101.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1103 - Severability.

48-7-1103. Severability.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Source:
SL 1986, ch 391, §1103.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1104 - Effective date, extended effective date, and repeal.

48-7-1104. Effective date, extended effective date, and repeal.
Except as set forth below, the effective date of this chapter is July 1, 1986, and the Uniform Limited Partnership Act being §§48-6-1 to 48-6-64, inclusive, are hereby repealed:
(1)The existing provisions for execution and filing of certificates of limited partnerships and amendments thereunder and cancellations thereof continue in effect until July 1, 1987, the extended effective date, §§48-7-102 to 48-7-105, inclusive, 48-7-201 to 48-7-204, inclusive, and 48-7-206 are not effective until the extended effective date;
(2)Section 48-7-402, specifying the conditions under which a general partner ceases to be a member of a limited partnership, is not effective until the extended effective date, and the applicable provisions of existing law continue to govern until the extended effective date;
(3)Sections 48-7-501, 48-7-502, and 48-7-608 apply only to contributions and distributions made after the effective date of this chapter;
(4)Section 48-7-704 applies only to assignments made after the effective date of this chapter;
(5)Sections 48-7-901 to 48-7-908, inclusive, dealing with registration of foreign limited partnerships, are not effective until the extended effective date;
(6)Unless agreed otherwise by the partners, the applicable provisions of existing law governing allocation of profits and losses, rather than the provisions of §48-7-503, distributions to a withdrawing partner, rather than the provisions of §48-7-604, and distribution of assets upon the winding up of a limited partnership, rather than the provisions of §48-7-804, shall govern limited partnerships formed before the effective date of this chapter;
(7)The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this chapter, nor does the repeal of any existing statutory provision by this chapter impair any contract or affect any right accrued before the effective date of this chapter.
Source:
SL 1986, ch 391, §1104.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1105 - Rules for cases not provided for in this chapter.

48-7-1105. Rules for cases not provided for in this chapter.
In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.
Source:
SL 1986, ch 391, §1105.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07 - Uniform Limited Partnership Act › Section 48-7-1106 - Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).

48-7-1106. Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).
(a) A limited partnership may become a limited liability limited partnership by:
(1)Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions;
(2)Filing a statement of qualification under subsection 48-7A-1001(c) of the Uniform Partnership Act; and
(3)Having as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP."
(b) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under §48-7A-1001(c) of the Uniform Partnership Act.
(c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act apply to both general and limited partners of a limited liability limited partnership. Section 48-7-303 also applies to limited partners.
Source:
SL 2002, ch 210, §1.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-101 - Definitions.

48-7A-101. Definitions.
In this chapter:
(1)"Business" includes every trade, occupation, and profession;
(2)"Debtor in bankruptcy" means a person who is the subject of:
(i)An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii)A comparable order under federal, state, or foreign law governing insolvency;
(3)"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
(4)"Foreign limited liability partnership" means a partnership that:
(i)Is formed under laws other than the laws of this state; and
(ii)Has the status of a limited liability partnership under those laws;
(5)"Limited liability partnership" means a partnership that has filed a statement of qualification under §48-7A-1001 and does not have a similar statement in effect in any other jurisdiction;
(6)"Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under §48-7A-202, predecessor law, or comparable law of another jurisdiction;
(7)"Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(8)"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
(9)"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
(10)"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;
(11)"Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(12)"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(13)"Statement" means a statement of partnership authority under §48-7A-303, a statement of denial under §48-7A-304, a statement of dissociation under §48-7A-704, a statement of dissolution under §48-7A-805, a statement of merger under §48-7A-907, a statement of qualification under §48-7A-1001, a statement of foreign qualification under §48-7A-1102, or an amendment or cancellation of any of the foregoing;
(14)"Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
Source:
SL 2001, ch 249, §101.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-102 - Knowledge and notice.

48-7A-102. Knowledge and notice.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1)Knows of it;
(2)Has received a notification of it; or
(3)Has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1)Comes to the person's attention; or
(2)Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source:
SL 2001, ch 249, §102.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-103 - Effect of partnership agreement, nonwaivable provisions.

48-7A-103. Effect of partnership agreement, nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1)Vary the rights and duties under §48-7A-105 except to eliminate the duty to provide copies of statements to all of the partners;
(2)Unreasonably restrict the right of access to books and records under subsection 48-7A-403(b);
(3)Eliminate the duty of loyalty under subsection 48-7A-404(b) or subsection 48-7A-603(b)(3), but:
(i)The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii)All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4)Unreasonably reduce the duty of care under subsection 48-7A-404(c) or subsection 48-7A-603(b)(3);
(5)Eliminate the obligation of good faith and fair dealing under subsection 48-7A-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6)Vary the power to dissociate as a partner under subsection 48-7A-602(a), except to require the notice under subsection 48-7A-601(1) to be in writing;
(7)Vary the right of a court to expel a partner in the events specified in subsection 48-7A-601(5);
(8)Vary the requirement to wind up the partnership business in cases specified in subsection 48-7A-801(4), (5), or (6);
(9)Vary the law applicable to a limited liability partnership under subsection 48-7A-106(b); or
(10)Restrict rights of third parties under this chapter.
Source:
SL 2001, ch 249, §103.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-104 - Supplemental principles of law.

48-7A-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 Category B of subdivision 54-3-16(2).
Source:
SL 2001, ch 249, §104.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-105 - Execution, filing, and recording of statements.

48-7A-105. Execution, filing, and recording of statements.
(a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the Office of the Secretary of State and recorded in the office of the register of deeds has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
The secretary of state may collect a fee for filing or providing a certified copy of a statement. The register of deeds may collect a fee in accordance with subdivisions 7-9-15(1) and (2) for recording a statement filed pursuant to this section.
Source:
SL 2001, ch 249, §105; SL 2016, ch 47, §14.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-106 - Governing law.

48-7A-106. Governing law.
(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
Source:
SL 2001, ch 249, §106.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-107 - Partnership subject to amendment or repeal of act.

48-7A-107. Partnership subject to amendment or repeal of act.
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
Source:
SL 2001, ch 249, §107.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-201 - Partnership as entity.

48-7A-201. Partnership as entity.
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under §48-7A-1001.
Source:
SL 2001, ch 249, §201.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-202 - Formation of partnership.

48-7A-202. Formation of partnership.
(a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1)Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2)The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3)A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i)Of a debt by installments or otherwise;
(ii)For services as an independent contractor or of wages or other compensation to an employee;
(iii)Of rent;
(iv)Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v)Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi)For the sale of the goodwill of a business or other property by installments or otherwise.
Source:
SL 2001, ch 249, §202.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-204 - When property is partnership property.

48-7A-204. When property is partnership property.
(a) Property is partnership property if acquired in the name of:
(1)The partnership; or
(2)One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1)The partnership in its name; or
(2)One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Source:
SL 2001, ch 249, §204.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-301 - Partner agent of partnership.

48-7A-301. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under §48-7A-303:
(1)Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2)An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Source:
SL 2001, ch 249, §301.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-302 - Transfer of partnership property.

48-7A-302. Transfer of partnership property.
(a) Partnership property may be transferred as follows:
(1)Subject to the effect of a statement of partnership authority under §48-7A-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2)Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3)Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under §48-7A-301 and:
(1)As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2)As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Source:
SL 2001, ch 249, §302.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-304 - Statement of denial.

48-7A-304. Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 48-7A-303(b) may file a statement of denial in the Office of the Secretary of State stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 48-7A-303(d) and (e).
Source:
SL 2001, ch 249, §304.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-305 - Partnership liable for partner's actionable conduct.

48-7A-305. Partnership liable for partner's actionable conduct.
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Source:
SL 2001, ch 249, §305.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-306 - Partner's liability.

48-7A-306. Partner's liability.
(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under §48-7A-1001(b).
Source:
SL 2001, ch 249, §306.
2023 South Dakota Codified Laws › Title 48 - Partnerships › Chapter 07A - Uniform Partnership Act › Section 48-7A-307 - Actions by and against partnership and partners.

48-7A-307. Actions by and against partnership and partners.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with §48-7A-306, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under §48-7A-306 and:
(1)A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)The partnership is a debtor in bankruptcy;
(3)The partner has agreed that the creditor need not exhaust partnership assets;
(4)A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5)Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under §48-7A-308.
Source:
SL 2001, ch 249, §307.