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2019 South Dakota Codified Laws
Title 47 - Corporations
Chapter 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 ยง 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 Repealed.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
- § 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
- § 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
- § 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
- § 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
- § 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
- § 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
- § 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
- § 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
- § 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
- § 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.
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