2011 South Dakota Code
Title 47 CORPORATIONS
Chapter 34A. Uniform Limited Liability Company Act
§47-34A-912 Effect of conversion.

47-34A-912. Effect of conversion. If a conversion takes effect:

(a) The converting limited liability company continues to exist without interruption in the organizational form of the converted entity rather than in the organizational form of the converting limited liability company;

(b) All rights, title, and interests to all property owned by the converting limited liability company continues to be owned, subject to any existing liens or other encumbrances on the property, by the converted entity in the new organizational form without:

(1) Reversion or impairment;

(2) Further act or deed; or

(3) Any transfer or assignment having occurred;

(c) All liabilities and obligations of the converting limited liability company continue to be liabilities and obligations of the converted entity in the new organizational form without impairment or diminution because of the conversion;

(d) The rights of creditors or other parties with respect to or against the previous owners or members of the converting limited liability company in their capacities as members or managers in existence when the conversion takes effect continue to exist as to those liabilities and obligations and may be enforced by the creditors and obligees as if a conversion had not occurred;

(e) A proceeding pending by or against the converting limited liability company or by or against any of the converting limited liability company's members or managers in their capacities as members or managers may be continued by or against the converted entity in the new organizational form and by or against the previous members or managers without a need for substituting a party;

(f) The membership interests of the converting limited liability company that are to be converted into ownership or membership interests of the converted entity as provided in the plan of conversion are converted as provided by the plan, and the former members and managers are entitled only to the rights provided in the plan of conversion or elsewhere provided in this chapter;

(g) If, after the conversion takes effect, an owner or member of the converted entity as an owner or member is liable for the liabilities or obligations of the converted entity, the owner or member is liable for the liabilities and obligations of the converting limited liability company that existed before the conversion took effect only to the extent that the owner or member:

(1) Agrees in writing to be liable for the liabilities or obligations;

(2) Was liable, before the conversion took effect, for the liabilities or obligations; or

(3) By becoming an owner or member of the converted entity, becomes liable under other applicable law for the existing liabilities and obligations of the converted entity; and

(h) In a proceeding to enforce any obligation or right of dissenting owners or members of the converting domestic entity, the provisions of § 15-6-4(d) govern the service of process.

Source: SL 2010, ch 218, § 13.