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 […]
47-34A-112. Nature of business and powers. (a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business including regulation of professional service firms. Limited liability companies may not engage in activities proscribed by chapter 47-9A unless the ownership restrictions are […]
47-34A-113. Governing Law. The law of this state governs: (1)The internal affairs of a limited liability company; and (2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. Source: SL 2013, ch 233, §4.
47-34A-114. Freedom of contract. It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. Source: SL 2013, ch 233, §5.
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.
47-34A-1202. Short title. This chapter may be cited as the South Dakota Limited Liability Company Act. Source: SL 1998, ch 272, §1202.
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 […]
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 […]
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 […]
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.
47-34A-201. Limited liability company as legal entity. A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company. Source: SL 1998, ch 272, §201.
47-34A-202.1. Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. (b) Unless a delayed effective date is specified in accordance with §47-34A-206(d), the existence of a limited liability company begins when […]
47-34A-202.2. Certificate of organization. Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under […]
47-34A-203. Articles of organization. (a) Articles of organization of a limited liability company must set forth: (1)The name of the company; (2)The address of the initial designated office; (3)The information required by §59-11-6; (4)The name and address of each organizer; (5)The duration of the company if other than perpetual; (6)Whether the company is to be […]
47-34A-204. Amendment or restatement of articles of organization. (a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the: (1)Name of the limited liability company; (2)Date of filing of the articles […]
47-34A-205. Signing of records. (a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a: (1)Manager of a manager-managed company; (2)Member of a member-managed company; […]
47-34A-206. Filing in Office of Secretary of State. (a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record […]
47-34A-207. Correcting filed record. (a) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1)By preparing articles of correction that: (i)Describe the record, including its filing date, […]
47-34A-208. Certificate of existence or authorization. (a) Any person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1)The company’s name; (2)That it […]
47-34A-210. Failure or refusal to sign record. If a person required by §47-34A-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the state circuit court to direct the signing of the record. If the court finds that it is […]
