reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-803 - Right to wind up the limited liability company's business.

47-34A-803. Right to wind up the limited liability company's business.
(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.
(b) A legal representative of the last surviving member may wind up a limited liability company's business.
(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to §47-34A-806, settle disputes by mediation or arbitration, and perform other necessary acts.
Source:
SL 1998, ch 272, §803.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-804 - Member's or manager's power and liability as agent after dissolution.

47-34A-804. Member's or manager's power and liability as agent after dissolution.
(a) A limited liability company is bound by a member's or manager's act after dissolution that:
(1)Is appropriate for winding up the company's business; or
(2)Would have bound the company under §47-34A-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
Source:
SL 1998, ch 272, §804.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-805 - Articles of termination.

47-34A-805. Articles of termination.
(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating:
(1)The name of the company;
(2)The date of the dissolution; and
(3)That the company's business has been wound up and the legal existence of the company has been terminated.
(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.
(c) 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.
Source:
SL 1998, ch 272, §805; SL 2012, ch 222, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-806 - Distribution of assets in winding up the limited liability company's business.

47-34A-806. Distribution of assets in winding up the limited liability company's business.
(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b).
(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares.
Source:
SL 1998, ch 272, §806.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-807 - Known claims against dissolved limited liability company.

47-34A-807. Known claims against dissolved limited liability company.
(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:
(1)Specify the information required to be included in a claim;
(2)Provide a mailing address where the claim is to be sent;
(3)State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and
(4)State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:
(1)The claim is not received by the specified deadline; or
(2)In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.
(d) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Source:
SL 1998, ch 272, §807.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-808 - Notice--Other claims against dissolved limited liability company.

47-34A-808. Notice--Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice must:
(1)Be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is or was located or, if none in this state, in Hughes County;
(2)Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3)State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:
(1)A claimant who did not receive written notice under §47-34A-807;
(2)A claimant whose claim was timely sent to the dissolved company but not acted on; and
(3)A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1)Against the dissolved limited liability company, to the extent of its undistributed assets; or
(2)If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
Source:
SL 1998, ch 272, §808; SL 2008, ch 275, §77.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-809 - Grounds for administrative dissolution.

47-34A-809. Grounds for administrative dissolution.
The secretary of state may commence a proceeding to dissolve a limited liability company administratively if the company does not:
(1)Pay any fees, taxes, or penalties imposed by this chapter or other law within sixty days after they are due; or
(2)Deliver its annual report to the secretary of state within sixty days after it is due.
Source:
SL 1998, ch 272, §809.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-810 - Procedure for and effect of administrative dissolution.

47-34A-810. Procedure for and effect of administrative dissolution.
(a) If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall enter a record of the determination and serve the company with a copy of the record.
(b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice, the secretary of state shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve the company with a copy of the certificate.
(c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under §47-34A-802 and to notify claimants under §§47-34A-807 and 47-34A-808.
(d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.
Source:
SL 1998, ch 272, §810.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-811 - Reinstatement following administrative dissolution.

47-34A-811. Reinstatement following administrative dissolution.
(a) A limited liability company administratively dissolved may apply to the secretary of state for reinstatement after the effective date of dissolution. 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 applicant shall submit with the application the appropriate filing fee. The secretary of state shall charge filing fees for any delinquent annual report and a fee for application of reinstatement in the amount of one hundred fifty dollars. The application must:
(1)Recite the name of the company and the effective date of its administrative dissolution;
(2)State that the ground for dissolution either did not exist or have been eliminated;
(3)State that the company's name satisfies the requirements of §47-34A-105; and
(4)Contain a certificate from the appropriate state authority reciting that all taxes owed by the company have been paid.
(b) If the secretary of state determines that the application contains the information required by subsection (a) and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred.
Source:
SL 1998, ch 272, §811; SL 2003, ch 8, §24; SL 2005, ch 241, §4; SL 2009, ch 4, §19; SL 2012, ch 222, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-812 - Appeal from denial of reinstatement.

47-34A-812. Appeal from denial of reinstatement.
(a) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall serve the company with a record that explains the reason or reasons for denial.
(b) The company may appeal the denial of reinstatement to the state circuit court within thirty days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the company's application for reinstatement, and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the dissolved company or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
Source:
SL 1998, ch 272, §812.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-902 - Merger.

47-34A-902. Merger.
(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§47-34A-903 to 47-34A-905, inclusive, and a plan of merger, if:
(1)The governing statute of each of the other organizations authorizes the merger;
(2)The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3)Each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1)The name and form of each constituent organization;
(2)The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3)The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4)If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and
(5)If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
Source:
SL 1998, ch 272, §902; SL 2013, ch 233, §16.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-903 - Action on plan of merger by constituent limited liability company.

47-34A-903. Action on plan of merger by constituent limited liability company.
(a) Subject to §47-34A-914, a plan of merger must be consented to by all the members of a constituent limited liability company.
(b) Subject to §47-34A-914 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under §47-34A-904, a constituent limited liability company may amend the plan or abandon the merger:
(1)As provided in the plan; or
(2)Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
Source:
SL 1998, ch 272, §903; SL 2013, ch 233, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-904 - Filings required for merger--Effective date.

47-34A-904. Filings required for merger--Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1)Each constituent limited liability company, as provided in §47-34A-205; and
(2)Each other constituent organization, as provided in its governing statute.
(b) Articles of merger under this section must include:
(1)The name and form of each constituent organization and the jurisdiction of its governing statute;
(2)The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3)The date the merger is effective under the governing statute of the surviving organization;
(4)If the surviving organization is to be created by the merger:
(A)If it will be a limited liability company, the company's certificate of organization; or
(B)If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;
(5)If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6)A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7)If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of §47-34A-905(b); and
(8)Any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this article:
(1)If the surviving organization is a limited liability company, upon the later of:
(A)Compliance with subsection (c); or
(B)Subject to §47-34A-206, as specified in the articles of merger; or
(2)If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
Source:
SL 1998, ch 272, §904; SL 2013, ch 233, §18.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-905 - Effect of merger.

47-34A-905. Effect of merger.
(a) When a merger becomes effective:
(1)The surviving organization continues or comes into existence;
(2)Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5)An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6)Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7)Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8)Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of §§47-34A-801 to 47-34A-812, inclusive;
(9)If the surviving organization is created by the merger:
(A)If it is a limited liability company, the certificate of organization becomes effective; or
(B)If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10)If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner as in §47-34A-206.
Source:
SL 1998, ch 272, §905; SL 2013, ch 233, §19.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-906 - Conversion.

47-34A-906. Conversion.
(a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§47-34A-907 to 47-34A-909, inclusive, and a plan of conversion, if:
(1)The other organization's governing statute authorizes the conversion;
(2)The conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and
(3)The other organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1)The name and form of the organization before conversion;
(2)The name and form of the organization after conversion;
(3)The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4)The organizational documents of the converted organization that are, or are proposed to be, in a record.
Source:
SL 1998, ch 272, §906; SL 2008, ch 275, §78; SL 2013, ch 233, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-907 - Action on plan of conversion by converting limited liability company.

47-34A-907. Action on plan of conversion by converting limited liability company.
(a) Subject to §47-34A-914, a plan of conversion must be consented to by all the members of a converting limited liability company.
(b) Subject to §47-34A-914 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under §47-34A-908, a converting limited liability company may amend the plan or abandon the conversion:
(1)As provided in the plan; or
(2)Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
Source:
SL 1998, ch 272, §907; SL 2013, ch 233, §21.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-908 - Filings required for conversion--Effective date.

47-34A-908. Filings required for conversion--Effective date.
(a) After a plan of conversion is approved:
(1)A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in §47-34A-205 and must include:
(A)A statement that the limited liability company has been converted into another organization;
(B)The name and form of the organization and the jurisdiction of its governing statute;
(C)The date the conversion is effective under the governing statute of the converted organization;
(D)A statement that the conversion was approved as required by this chapter;
(E)A statement that the conversion was approved as required by the governing statute of the converted organization; and
(F)If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the secretary of state may use for the purposes of §47-34A-909(c); and
(2)If the converting organization is not a converting limited liability company, the converting organization shall deliver to the secretary of state for filing a certificate of organization, which must include, in addition to the information required by §47-34A-203(a):
(A)A statement that the converted organization was converted from another organization;
(B)The name and form of that converting organization and the jurisdiction of its governing statute; and
(C)A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(b) A conversion becomes effective:
(1)If the converted organization is a limited liability company, when the certificate of organization takes effect; and
(2)If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
Source:
SL 2010, ch 218, §9; SL 2013, ch 233, §22; SL 2021, ch 198, § 1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-909 - Effect of conversion.

47-34A-909. Effect of conversion.
(a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1)All property owned by the converting organization remains vested in the converted organization;
(2)All debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3)An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4)Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5)Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6)Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of §§47-34A-801 to 47-34A-812, inclusive.
(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as set forth in this chapter.
Source:
SL 2010, ch 218, §10; SL 2013, ch 233, §23.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-910 - Domestication.

47-34A-910. Domestication.
(a) A foreign limited liability company may become a limited liability company pursuant to §§47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if:
(1)The foreign limited liability company's governing statute authorizes the domestication;
(2)The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3)The foreign limited liability company complies with its governing statute in effecting the domestication.
(b) A limited liability company may become a foreign limited liability company pursuant to §§47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if:
(1)The foreign limited liability company's governing statute authorizes the domestication;
(2)The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3)The foreign limited liability company complies with its governing statute in effecting the domestication.
(c) A plan of domestication must be in a record and must include:
(1)The name of the domesticating company before domestication and the jurisdiction of its governing statute;
(2)The name of the domesticated company after domestication and the jurisdiction of its governing statute;
(3)The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
(4)The organizational documents of the domesticated company that are, or are proposed to be, in a record.
Source:
SL 2010, ch 218, §11; SL 2013, ch 233, §24.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-911 - Action on plan of domestication by domesticating limited liability company.

47-34A-911. Action on plan of domestication by domesticating limited liability company.
(a) A plan of domestication must be consented to:
(1)By all the members, subject to §47-34A-912, if the domesticating company is a limited liability company; and
(2)As provided in the domesticating company's governing statute, if the company is a foreign limited liability company.
(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the secretary of state for filing under §47-34A-912, a domesticating limited liability company may amend the plan or abandon the domestication:
(1)As provided in the plan; or
(2)Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
Source:
SL 2010, ch 218, §12; SL 2013, ch 233, §25.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-912 - Filings required for domestication--Effective date.

47-34A-912. Filings required for domestication--Effective date.
(a)After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include:
(1)A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2)The name of the domesticating company and the jurisdiction of its governing statute;
(3)The name of the domesticated company and the jurisdiction of its governing statute;
(4)The date the domestication is effective under the governing statute of the domesticated company;
(5)If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;
(6)If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction;
(7)If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of §47-34A-913(b); and
(8)If the domesticated company was a foreign limited liability company, articles of organization that comply with the requirements of §47-34A-203.
(b)A domestication becomes effective:
(1)When the certificate of organization takes effect, if the domesticated company is a limited liability company; and
(2)According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
Source: SL 2010, ch 218, §13; SL 2013, ch 233, §26; SL 2022, ch 168, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-913 - Effect of domestication.

47-34A-913. Effect of domestication.
(a) When a domestication takes effect:
(1)The domesticated company is for all purposes the company that existed before the domestication;
(2)All property owned by the domesticating company remains vested in the domesticated company;
(3)All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4)An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5)Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(6)Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7)Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of §§47-34A-801 to 47-34A-812, inclusive.
(b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as set forth in this chapter.
(c) If a limited liability company has adopted and approved a plan of domestication under §47-34A-910 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the secretary of state for filing setting forth:
(1)The name of the company;
(2)A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3)A statement the domestication was approved as required by this chapter; and
(4)The jurisdiction of formation of the domesticated foreign limited liability company.
Source:
SL 2013, ch 233, §27.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-914 - Restrictions on approval of mergers, conversions, and domestications.

47-34A-914. Restrictions on approval of mergers, conversions, and domestications.
(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:
(1)The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2)The member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
Source:
SL 2013, ch 233, §28.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-915 - Article not exclusive.

47-34A-915. Article not exclusive.
The proceedings authorized under §§47-34A-901 to 47-34A-914, inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions.
Source:
SL 2013, ch 233, §29.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1001 - Law governing foreign limited liability companies.

47-34A-1001. Law governing foreign limited liability companies.
(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1)The internal affairs of the company; and
(2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.
Source:
SL 1998, ch 272, §1001; SL 2013, ch 233, §30.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1002 - Application for certificate of authority.

47-34A-1002. Application for certificate of authority.
(a) A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state.
(b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. 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 application must state:
(1)The name of the company and, if the name does not comply with §47-34A-105, an alternate name adopted pursuant to §47-34A-105;
(2)The name of the state or other jurisdiction under whose law the company is formed;
(3)The street and mailing addresses of the company's principal office and if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing address of the required office;
(4)If the limited liability company is authorized to establish one or more series, the matters required under §47-34A-702; and
(5)The name and street and mailing address of the company's initial agent for service of process in this state.
(c) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed together with the fees required by §47-34A-212, and all other fees.
Source:
SL 1998, ch 272, § 1002; SL 2008, ch 275, § 79; SL 2012, ch 222, § 15; SL 2013, ch 233, § 31; SL 2020, ch 200, § 10, eff. Nov. 15, 2020.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1003 - Activities not constituting transacting business.

47-34A-1003. Activities not constituting transacting business.
(a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include:
(1)Maintaining, defending, or settling an action or proceeding;
(2)Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;
(3)Maintaining accounts in financial institutions;
(4)Maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities;
(5)Selling through independent contractors;
(6)Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8)Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;
(9)Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and
(10)Transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any law of this state other than this chapter.
Source:
SL 1998, ch 272, §1003; SL 2013, ch 233, §32.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1004 - Filing of certificate of authority.

47-34A-1004. Filing of certificate of authority.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees to the company or its representative.
Source:
SL 1998, ch 272, §1004; SL 2013, ch 233, §33.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1005 - Noncomplying name of foreign limited liability company.

47-34A-1005. Noncomplying name of foreign limited liability company.
(a) A foreign limited liability company whose name does not comply with §47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with §47-34A-105. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 37-11 or §47-34A-105. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under chapter 37-11 or §47-34A-105 to transact business in this state under another name.
(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with §47-34A-105, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.
Source:
SL 1998, ch 272, §1005; SL 2013, ch 233, §34.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1006 - Revocation of certificate of authority.

47-34A-1006. Revocation of certificate of authority.
(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not:
(1)Pay, within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter;
(2)Deliver, within sixty days after the due date, its annual report required under §47-34A-211;
(3)Appoint and maintain an agent for service of process as required by South Dakota law; or
(4)Deliver for filing a statement of a change within thirty days after a change has occurred in the name or address of the agent.
(b) To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this state, or if the company does not appoint and maintain a proper agent in this state, to the company's designated office. The notice must state:
(1)The revocation's effective date, which must be at least sixty days after the date the secretary of state sends the copy; and
(2)The grounds for revocation under subsection (a).
(c) The authority of a foreign limited liability company to transact business in this state ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b). If the company cures each ground, the secretary of state shall file a record so stating.
Source:
SL 1998, ch 272, §1006; SL 2008, ch 275, §80; SL 2013, ch 233, §35.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1007 - Cancellation of certificate of authority.

47-34A-1007. Cancellation of certificate of authority.
To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate of authority is cancelled when the notice becomes effective.
Source:
SL 1998, ch 272, §1007; SL 2012, ch 222, §16; SL 2013, ch 233, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1008 - Effect of failure to obtain certificate of authority.

47-34A-1008. Effect of failure to obtain certificate of authority.
(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.
(c) A member or manager of a foreign limited liability company is not liable for the debt, obligations, or other liabilities of the company solely because the company transacted business in that state without a certificate of authority.
(d) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of actions arising out of the transaction of business in this state.
Source:
SL 1998, ch 272, §1008; SL 2013, ch 233, §37.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1009 - Action by attorney general.

47-34A-1009. Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article.
Source:
SL 1998, ch 272, §1009; SL 2013, ch 233, §38.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 34A - Uniform Limited Liability Company Act › Section 47-34A-1101 - Direct action by member.

47-34A-1101. Direct action by member.
(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section must plead an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Source:
SL 1998, ch 272, §1101; SL 2013, ch 233, §39.