Title 47, CORPORATIONS

(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

(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…

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…

A limited liability company, and a foreign limited liability company authorized to transact business in this state, except a bank organized pursuant to § 51A-3-1.1 , shall deliver to the secretary of state for filing an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusiv…

The secretary of state shall charge and collect for: (a) Filing the articles of organization in the case of a domestic limited liability company, a filing fee of one hundred fifty dollars. Filing the articles of organization in the case of a foreign limited liability company, a f…

(a) Subject to subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the compan…

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the…

(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liabi…

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behal…

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to a limited liability company, including money, promissory notes, services performed, other agreements to contribute money or property, or contracts for serv…

(a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make the required contribution, the person or person's estate is obligated to contribut…

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b)…

(a) In a member - managed company: (1) Each member has equal rights in the management and conduct of the company's business; and (2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members. (b)…

Nothing in this chapter prohibits the articles of organization from establishing classes or groups of one or more members having certain expressed relative rights, powers, or duties, including voting rights and the articles of organization may provide for the future creation, in …

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, th…

(a) A distribution may not be made if, after the distribution is made: (1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) The company's total assets would be less than the sum of its total liabilities…

(a) Any member of a member-managed company, or a manager of a manager-managed company who votes for or assents to a distribution made in violation of § 47-34A-406 , the articles of organization, or the operating agreement is personally liable to the company for the amount of the …

(a) A limited liability company shall provide managers and members and the respective agents and attorneys of members access for proper purposes to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The compa…