2011 South Dakota Code
Title 47 CORPORATIONS
Chapter 34A. Uniform Limited Liability Company Act
§47-34A-908 Conversion of domestic limited liability company.

47-34A-908. Conversion of domestic limited liability company. (a) A domestic limited liability company may be converted to a different type of entity pursuant to this section by adopting a plan of conversion.

(b) The terms and conditions of a plan of conversion of a limited liability company to a different type of entity must be approved by all of the members or by a number or percentage of members specified in the operating agreement.

(c) To effect a conversion, the converting limited liability company must act on and the members of the limited liability company must approve a plan of conversion containing the provisions required by § 47-34A-909.

(d) A conversion may not take effect if the conversion is prohibited by or inconsistent with the laws of this state, and the formation, incorporation, or organization of the converted entity under the plan of conversion must be effected in compliance with those laws pursuant to the plan of conversion.

(e) At the time a conversion takes effect, each member of the converting limited liability company, other than those who receive payment of their membership interest under any applicable provisions of this chapter, has, unless otherwise agreed to by that member, a membership interest in, and is an owner, partner, or member of, the converted entity.

(f) A limited liability company may not convert under this section if a member or manager of the limited liability company, as a result of the conversion, becomes personally liable, without the consent of the member or manager, for a liability or other obligation of the converted entity.

Source: SL 2010, ch 218, § 9.