Title 48 — PARTNERSHIPS
8 chapters · 143 sections in this title.
SDCL § 48-7A-601 Events causing partner's dissociation
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A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreem…
SDCL § 48-7A-602 Partner's power to dissociate; wrongful dissociation
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(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 48 - 7A - 601(1). (b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case…
SDCL § 48-7A-603 Effect of partner's dissociation
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(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. (b) Upon a partner's dissociation: (1) The partner's right to participate in the management and conduct of the partnership busines…
SDCL § 48-7A-701 Purchase of dissociated partner's interest
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(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 48 - 7A - 801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined …
SDCL § 48-7A-702 Dissociated partner's power to bind and liability to partnership
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(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership un…
SDCL § 48-7A-703 Dissociated partner's liability to other persons
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(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b…
SDCL § 48-7A-704 Statement of dissociation
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(a) A dissociated partner or the partnership may file a statement of dissociation in the Office of the Secretary of State stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority…
SDCL § 48-7A-705 Continued use of partnership name
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Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. Source: SL 2001, ch 249 ,…
SDCL § 48-7A-801 Events causing dissolution and winding up of partnership business
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A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections 48 - 7A - 601(2) to (10)…
SDCL § 48-7A-802 Partnership continues after dissolution
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(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding …
SDCL § 48-7A-803 Right to wind up partnership business
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(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision …
SDCL § 48-7A-804 Partner's power to bind partnership after dissolution
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Subject to § 48 - 7A - 805, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under § 48 - 7A - 301 before dissolution, if the other party to the transaction did no…
SDCL § 48-7A-805 Statement of dissolution
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(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution in the Office of the Secretary of State stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolutio…
SDCL § 48-7A-806 Partner's liability to other partners after dissolution
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(a) Except as otherwise provided in subsection (b) and § 48 - 7A - 306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 48 - 7A - 804. (b) A partner who, with knowledge of the dissolution, incurs a …
SDCL § 48-7A-807 Settlement of accounts and contributions among partners
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(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…
SDCL § 48-7A-901 Definitions
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In this article: (1) "General Partner" means a partner in a partnership and a general partner in a limited partnership. (2) "Limited Partner" means a limited partner in a limited partnership. (3) "Limited Partnership" means a limited partnership created under the chapter 48-7 , t…
SDCL § 48-7A-902 Conversion of partnership to limited partnership
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(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partne…
SDCL § 48-7A-903 Conversion of limited partnership to partnership
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(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of …
SDCL § 48-7A-904 Effect of conversion; entity unchanged
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(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remain…
SDCL § 48-7A-905 Merger of partnerships
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(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) The name of each partnership or limited partnership that is a party to the merger…
SDCL § 48-7A-906 Effect of merger
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(a) When a merger takes effect: (1) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) All property owned by each of the merged partnerships or limited partnerships vests in the surviving …
SDCL § 48-7A-907 Statement of merger
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(a) After a merger, the surviving partnership or limited partnership may file in the Office of the Secretary of State a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) The name of e…
SDCL § 48-7A-908 Nonexclusive
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This Article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source: SL 2001, ch 249 , § 908.