Section 47-34A-1103 – Proper plaintiff.
47-34A-1103. Proper plaintiff. (a) Except as otherwise provided in subsection (b), a derivative action under §47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole plaintiff in a derivative action dies while the action […]
Section 47-34A-1104 – Pleading.
47-34A-1104. Pleading. In a derivative action under §47-34A-1102, the complaint must state with particularity: (1)The date and content of the plaintiff’s demand and the response to the demand by the managers or other members; or (2)If a demand has not been made, the reasons a demand under §47-34A-1102 would be futile. Source: SL 1998, ch […]
Section 47-34A-1105 – Special litigation committee.
47-34A-1105. Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints […]
Section 47-34A-1106 – Proceeds and expenses.
47-34A-1106. Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1)Any proceeds or other benefits of a derivative action under §47-34A-1102, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2)If the plaintiff receives any proceeds, the plaintiff shall immediately remit the proceeds to […]
Section 47-34A-1201 – Uniformity of application and construction.
47-34A-1201. Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Source: SL 1998, ch 272, §1201.
Section 47-34A-1202 – Short title.
47-34A-1202. Short title. This chapter may be cited as the South Dakota Limited Liability Company Act. Source: SL 1998, ch 272, §1202.
Section 47-34A-1205 – Limited liability company–Organization–Effective date.
47-34A-1205. Limited liability company–Organization–Effective date. (a) Before January 1, 1999, this chapter governs only a limited liability company organized: (1)After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company.; (2)Before the effective date of this chapter, which elects, as provided by subsection (b), to be […]
Section 47-34A-1206 – Fees.
47-34A-1206. Fees. The secretary of state may charge the following fees: (a)For amending or restating the articles of organization in the case of a domestic limited liability company, a filing fee of sixty dollars. For amending the certificate of authority in the case of a foreign limited liability company, a filing fee of seven hundred […]
Section 47-34A-1206.1 – Filing of documents with secretary of state.
47-34A-1206.1. Filing of documents with secretary of state. Delivery of documents may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one […]
Section 47-34A-1207 – Savings clause.
47-34A-1207. Savings clause. This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1998. Source: SL 1998, ch 272, §1207.