South Dakota Seal
Site Search:
Bill Quickfind:  


 
47-34A UNIFORM LIMITED LIABILITY COMPANY ACT
CHAPTER 47-34A

UNIFORM LIMITED LIABILITY COMPANY ACT

ARTICLE 1. GENERAL PROVISIONS.

47-34A-101      Definitions.
47-34A-102      Reserved.
47-34A-103      Operating agreement--Scope--Limitations.
47-34A-103.1      Effect of records that conflict with § 47-34A-103 or operating agreement.
47-34A-104      Supplemental principles of law.
47-34A-105      Name.
47-34A-106      Reserved name.
47-34A-107      Registration of name--Procedure.
47-34A-108 to 47-34A-111. Repealed.
47-34A-112      Nature of business and powers.
47-34A-113      Governing Law.
47-34A-114      Freedom of contract.
ARTICLE 2. ORGANIZATION.

47-34A-201      Limited liability company as legal entity.
47-34A-202.1      Organization.
47-34A-202.2      Certificate of organization.
47-34A-203      Articles of organization.
47-34A-204      Amendment or restatement of articles of organization.
47-34A-205      Signing of records.
47-34A-206      Filing in Office of Secretary of State.
47-34A-207      Correcting filed record.
47-34A-208      Certificate of existence or authorization.
47-34A-209      Reserved.
47-34A-210      Failure or refusal to sign record.
47-34A-211      Annual report for secretary of state.
47-34A-212      Fees.
ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING
WITH LIMITED LIABILITY COMPANY.
47-34A-301      Agency of members and managers.
47-34A-302      Limited liability company liable for member's or manager's actionable conduct.
47-34A-303      Liability of members and managers.
ARTICLE 4. RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED
LIABILITY COMPANY.
47-34A-401      Becoming a member.
47-34A-401.1      Form of contribution.
47-34A-402      Liability for contributions.
47-34A-403      Member's and manager's rights to payments and reimbursement.
47-34A-404.1      Management of limited liability company.
47-34A-404.2      Classes and voting.
47-34A-405      Sharing of and right to distributions.
47-34A-406      Limitations on distributions.
47-34A-407      Liability for improper distributions.
47-34A-408      Members' and managers' right to information.
47-34A-409      General standards of member's and manager's conduct.
47-34A-410      Actions by members.
47-34A-411      Good faith reliance upon information.
ARTICLE 5. TRANSFEREES AND CREDITORS OF MEMBER.

47-34A-501      Member's distributional interest.
47-34A-502      Transfer of distributional interest.
47-34A-503      Rights of a transferee.
47-34A-504      Rights of creditor.
ARTICLE 6. MEMBER'S DISSOCIATION.

47-34A-601      Events causing a member's dissociation.
47-34A-602      Member's power to dissociate; wrongful dissociation.
47-34A-603      Effect of a member's dissociation.
47-34A-604      Dissociated member's power to bind limited liability company.
47-34A-605      State of dissociation.
ARTICLE 7. RESERVED.

ARTICLE 8. WINDING UP COMPANY'S BUSINESS.

47-34A-801      Events causing dissolution and winding up of company's business.
47-34A-802      Limited liability company continues after dissolution.
47-34A-803      Right to wind up the limited liability company's business.
47-34A-804      Member's or manager's power and liability as agent after dissolution.
47-34A-805      Articles of termination.
47-34A-806      Distribution of assets in winding up the limited liability company's business.
47-34A-807      Known claims against dissolved limited liability company.
47-34A-808      Notice--Other claims against dissolved limited liability company.
47-34A-809      Grounds for administrative dissolution.
47-34A-810      Procedure for and effect of administrative dissolution.
47-34A-811      Reinstatement following administrative dissolution.
47-34A-812      Appeal from denial of reinstatement.
ARTICLE 9. MERGER, CONVERSION, AND DOMESTICATION.

47-34A-901      Definitions.
47-34A-902      Merger.
47-34A-903      Action on plan of merger by constituent limited liability company.
47-34A-904      Filings required for merger--Effective date.
47-34A-905      Effect of merger.
47-34A-906      Conversion.
47-34A-907      Action on plan of conversion by converting limited liability company.
47-34A-908      Filings required for conversion--Effective date.
47-34A-909      Effect of conversion.
47-34A-910      Domestication.
47-34A-911      Action on plan of domestication by domesticating limited liability company.
47-34A-912      Filings required for domestication--Effective date.
47-34A-913      Effect of domestication.
47-34A-914      Restrictions on approval of mergers, conversions, and domestications.
47-34A-915      Article not exclusive.
ARTICLE 10. FOREIGN LIMITED LIABILITY COMPANIES.

47-34A-1001      Law governing foreign limited liability companies.
47-34A-1002      Application for certificate of authority.
47-34A-1003      Activities not constituting transacting business.
47-34A-1004      Filing of certificate of authority.
47-34A-1005      Noncomplying name of foreign limited liability company.
47-34A-1006      Revocation of certificate of authority.
47-34A-1007      Cancellation of certificate of authority.
47-34A-1008      Effect of failure to obtain certificate of authority.
47-34A-1009      Action by attorney general.
47-34A-1010      Domestication.
47-34A-1011      Plan of domestication.
47-34A-1012      Action on plan of domestication by a domestic limited liability company.
47-34A-1013      Articles of domestication.
47-34A-1014      Surrender of articles of organization upon domestication.
47-34A-1015      Effect of domestication.
47-34A-1016      Abandonment of domestication.
ARTICLE 11. DERIVATIVE ACTIONS.

47-34A-1101      Direct action by member.
47-34A-1102      Derivative action.
47-34A-1103      Proper plaintiff.
47-34A-1104      Pleading.
47-34A-1105      Special litigation committee.
47-34A-1106      Proceeds and expenses.
ARTICLE 12. MISCELLANEOUS PROVISIONS.

47-34A-1201      Uniformity of application and construction.
47-34A-1202      Short title.
47-34A-1203, 47-34A-1204. Reserved.
47-34A-1205      Limited liability company--Organization--Effective date.
47-34A-1206      Fees.
47-34A-1206.1      Filing of documents with secretary of state.
47-34A-1207      Savings clause.


Title 47
Search Text:
Order By:

^ Back to Top