Title 47 — CORPORATIONS

(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) The internal affairs of the company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the …

(a) A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an …

(a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include: (1) Maintaining, defending, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affai…

Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, pr…

(a) A foreign limited liability company whose name does not comply with § 47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with §

(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not: (1) Pay, within sixty days after the due date, any fee, tax…

To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of auth…

(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. (b) The failure of a foreign limited liability company to have a certific…

The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article. Source: SL 1998, ch 272 , § 1009; SL 2013, ch 233 , § 38.

Terms used in this chapter: (1) "Articles of organization" means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in th…

Source: SL 2010, ch 218 , § 2; SL 2022, ch 168 , § 2.

Source: SL 2010, ch 218 , § 3; SL 2022, ch 168 , § 3.

Source: SL 2010, ch 218 , § 4; SL 2022, ch 168 , § 4.

Source: SL 2010, ch 218 , § 5; SL 2022, ch 168 , § 5.

Source: SL 2010, ch 218 , § 6; SL 2022, ch 168 , § 6.

Source: SL 2010, ch 218 , § 7; SL 2022, ch 168 , § 7.

Source: SL 2010, ch 218 , § 8; SL 2022, ch 168 , § 8.

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 47-34A-108 to 47-34A-111. Repealed by SL 2008, ch 27…

(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, m…

(a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under § 47-34A-103 if contained in the operating agreement, the pr…

(a) Unless displaced by particular provisions of this chapter the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in subdivision 54-3-16(1). Source: SL 1…

(a) The name of a limited liability company must contain, limited liability company, or limited company, or the abbreviation, L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co. (b) Except as authorized by subsections (c) and (d), th…

The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited liability company under this chapter and to adopt that name; (2) Any domestic limited liability company or any foreign limited liability company registered in this state wh…

(a) A foreign limited liability company may register its name subject to the requirements of § 47-34A-1005 , if the name is distinguishable upon the records of the secretary of state from names that are not available under § 47-34A-105(b). (b) A foreign limited liability company …

(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or th…

A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that …

(a) Except as otherwise provided in subsection (b), a derivative action under § 47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole plaintiff in a derivative action di…

In a derivative action under § 47-34A-1102 , the complaint must state with particularity: (1) The date and content of the plaintiff's demand and the response to the demand by the managers or other members; or (2) If a demand has not been made, the reasons a demand under § 47-34A-…

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company…

(a) Except as otherwise provided in subsection (b): (1) Any proceeds or other benefits of a derivative action under § 47-34A-1102 , whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) If the plaintiff receives …

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business including regulation of professional service firms. Limited liability companies may not engage in activities proscribed by…

The law of this state governs: (1) The internal affairs of a limited liability company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. Source: SL 2013, ch 233 , § 4.

It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. Source: SL 2013, ch 233 , § 5.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Source: SL 1998, ch 272 , § 1201.

This chapter may be cited as the South Dakota Limited Liability Company Act. Source: SL 1998, ch 272 , § 1202. 47-34A-1203, 47-34A-1204. Reserved.

(a) Before January 1, 1999, this chapter governs only a limited liability company organized: (1) After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company.; (2) Before the effective date of this chapter, which…

The secretary of state may charge the following fees: (a) For amending or restating the articles of organization in the case of a domestic limited liability company, a filing fee of sixty dollars. For amending the certificate of authority in the case of a foreign limited liabilit…

Delivery of documents 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 ex…

This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1998. Source: SL 1998, ch 272 , § 1207.

A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company. Source: SL 1998, ch 272 , § 201.

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. (b) Unless a delayed effective date is specified in accordance with § 47-34A-206(d), the…

Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and t…

(a) Articles of organization of a limited liability company must set forth: (1) The name of the company; (2) The address of the initial designated office; (3) The information required by § 59-11-6 ; (4) The name and address of each organizer; (5) The duration of the company if ot…

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the: (1) Name of the limited liability company; (2) Date of filing of the arti…

(a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a: (1) Manager of a manager - managed company; (2) Member of a member - manage…

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record fails to comply…

(a) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) By preparing articles of correction that: (i) …

(a) Any person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1) Th…

47-34A-211 Annual report for secretary of state. 47-34A-212 Fees. ARTICLE III. 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 act…

If a person required by § 47-34A-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the state circuit court to direct the signing of the record. If the court finds that it is proper for the record to…