S.D. Codified Laws ch. 47-34A – Uniform Limited Liability Company Act | Midpage

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South Dakota Codified Laws

Chapter 47-34A

S.D. Codified Laws ch. 47-34A

Uniform Limited Liability Company Act

47-34A-101Definitions.47-34A-103Operating agreement--Scope--Limitations.47-34A-103.1Effect of records that conflict with § 47-34A-103 or operating agreement.47-34A-104Supplemental principles of law.47-34A-105Name.47-34A-106Reserved name.47-34A-107Registration of name--Procedure.47-34A-10847-34A-108 to 47-34A-111. Repealed by SL 2008, ch 275, § 74.47-34A-112Nature of business and powers.47-34A-113Governing Law.47-34A-114Freedom of contract.47-34A-201Limited liability company as legal entity.47-34A-202.1Organization.47-34A-202.2Certificate of organization.47-34A-203Articles of organization.47-34A-204Amendment or restatement of articles of organization.47-34A-205Signing of records.47-34A-206Filing in Office of Secretary of State.47-34A-207Correcting filed record.47-34A-208Certificate of existence or authorization.47-34A-210Failure or refusal to sign record.47-34A-211Annual report for secretary of state.47-34A-212Fees.47-34A-301Agency of members and managers.47-34A-302Limited liability company liable for member's or manager's actionable conduct.47-34A-303Liability of members and managers.47-34A-401Becoming a member.47-34A-401.1Form of contribution.47-34A-402Liability for contributions.47-34A-403Member's and manager's rights to payments and reimbursement.47-34A-404.1Management of limited liability company.47-34A-404.2Classes and voting.47-34A-405Sharing of and right to distributions.47-34A-406Limitations on distributions.47-34A-407Liability for improper distributions.47-34A-408Members' and managers' right to information.47-34A-409General standards of member's and manager's conduct.47-34A-410Actions by members.47-34A-411Good faith reliance upon information.47-34A-501Member's distributional interest.47-34A-502Transfer of distributional interest.47-34A-503Rights of a transferee.47-34A-504Rights of creditor.47-34A-601Events causing a member's dissociation.47-34A-602Member's power to dissociate; wrongful dissociation.47-34A-603Effect of a member's dissociation.47-34A-604Dissociated member's power to bind limited liability company.47-34A-605State of dissociation.47-34A-701Series of members, managers, or limited liability company interests permitted.47-34A-702Liability of series for debts of limited liability company or other series.47-34A-703Name of series.47-34A-704Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office.47-34A-705Rights, powers, and duties relating to series governed by operating agreement.47-34A-706Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.47-34A-707Requirements for application for certificate of designation.47-34A-801Events causing dissolution and winding up of company's business.47-34A-802Limited liability company continues after dissolution.47-34A-803Right to wind up the limited liability company's business.47-34A-804Member's or manager's power and liability as agent after dissolution.47-34A-805Articles of termination.47-34A-806Distribution of assets in winding up the limited liability company's business.47-34A-807Known claims against dissolved limited liability company.47-34A-808Notice--Other claims against dissolved limited liability company.47-34A-809Grounds for administrative dissolution.47-34A-810Procedure for and effect of administrative dissolution.47-34A-811Reinstatement following administrative dissolution.47-34A-812Appeal from denial of reinstatement.47-34A-901Definitions.47-34A-902Merger.47-34A-903Action on plan of merger by constituent limited liability company.47-34A-904Filings required for merger--Effective date.47-34A-905Effect of merger.47-34A-906Conversion.47-34A-907Action on plan of conversion by converting limited liability company.47-34A-908Filings required for conversion--Effective date.47-34A-909Effect of conversion.47-34A-910Domestication.47-34A-911Action on plan of domestication by domesticating limited liability company.47-34A-912Filings required for domestication--Effective date.47-34A-913Effect of domestication.47-34A-914Restrictions on approval of mergers, conversions, and domestications.47-34A-915Article not exclusive.47-34A-1001Law governing foreign limited liability companies.47-34A-1002Application for certificate of authority.47-34A-1003Activities not constituting transacting business.47-34A-1004Filing of certificate of authority.47-34A-1005Noncomplying name of foreign limited liability company.47-34A-1006Revocation of certificate of authority.47-34A-1007Cancellation of certificate of authority.47-34A-1008Effect of failure to obtain certificate of authority.47-34A-1009Action by attorney general.47-34A-1101Direct action by member.47-34A-1102Derivative action.47-34A-1103Proper plaintiff.47-34A-1104Pleading.47-34A-1105Special litigation committee.47-34A-1106Proceeds and expenses.47-34A-1201Uniformity of application and construction.47-34A-1202Short title.47-34A-120347-34A-1203, 47-34A-1204. Reserved.47-34A-1205Limited liability company--Organization--Effective date.47-34A-1206Fees.47-34A-1206.1Filing of documents with secretary of state.47-34A-1207Savings clause.