2013 South Dakota Codified Laws
Title 48 - PARTNERSHIPS
Chapter 07A - Uniform Partnership Act
§ 48-7A-1001 Statement of qualification.


SD Codified L § 48-7A-1001 (2013) What's This?

48-7A-1001. Statement of qualification. (a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.

(c) After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification in the Office of the Secretary of State. Delivery 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 exact or conformed copy to be delivered with the document. The statement must contain:

(1) The name of the partnership;

(2) The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;

(3) If the partnership does not have an office in this state, the information required by § 59-11-6;

(4) A statement that the partnership elects to be a limited liability partnership; and

(5) A deferred effective date, if any.

(d) Repealed by SL 2008, ch 275, § 85.

(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 48-7A-105(d) or revoked pursuant to § 48-7A-1003.

(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).

(g) The filing of a statement of qualification under this chapter or, before July 1, 2001, registering as a registered limited liability partnership under prior law establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

Source: SL 2001, ch 249, § 1001; SL 2006, ch 228, § 7; SL 2008, ch 275, § 85; SL 2012, ch 222, § 24.

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