Title 48 — PARTNERSHIPS
8 chapters · 143 sections in this title.
SDCL § 48-7-1001 Right of action
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A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed…
SDCL § 48-7-1002 Proper plaintiff
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In a derivative action, the plaintiff must be a partner at the time of bringing the action and at the time of the transaction of which he complains or his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a pe…
SDCL § 48-7-1003 Pleading
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In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. Source: SL 1986, ch 391 , § 1003.
SDCL § 48-7-1004 Expenses
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If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shal…
SDCL § 48-7-101 Definitions
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Terms used in this chapter mean: (1) "Certificate of limited partnership," the certificate referred to in § 48-7-201 , and the certificate as amended or restated; (2) "Contribution," any cash, property, services rendered, or a promissory note or other binding obligation to contri…
SDCL § 48-7-102 Name
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The name of a limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words "limited partnership" or the initials "L.P." or "LP"; (2) May not contain the name of a limited partner unless: (a) It is also the name of a general partner or th…
SDCL § 48-7-103 Reservation of name
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The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either cas…
SDCL § 48-7-104 SDCL 48-7-104
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(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate. (d) A cer…
SDCL § 48-7-105 Records to be kept
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Each limited partnership shall keep at the office referred to in § 48-7-104 the following: (1) A current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners; (2) A copy o…
SDCL § 48-7-106 Nature of business
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A limited partnership may carry on any business that a partnership without limited partners may carry on. Source: SL 1986, ch 391 , § 106.
SDCL § 48-7-107 Business transactions of partner with partnership
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Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. Source: SL 1986, …
SDCL § 48-7-1101 Construction and application
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This chapter shall be so 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 1986, ch 391 , § 1101.
SDCL § 48-7-1102 Short title
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This chapter may be cited as the Uniform Limited Partnership Act. Source: SL 1986, ch 391 , § 1102.
SDCL § 48-7-1103 Severability
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If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions…
SDCL § 48-7-1104 Effective date, extended effective date, and repeal
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Except as set forth below, the effective date of this chapter is July 1, 1986, and the Uniform Limited Partnership Act being §§ 48-6-1 to 48-6-64, inclusive, are hereby repealed: (1) The existing provisions for execution and filing of certificates of limited partnerships and amen…
SDCL § 48-7-1105 Rules for cases not provided for in this chapter
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In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern. Source: SL 1986, ch 391 , § 1105.
SDCL § 48-7-1106 Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b)
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(a) A limited partnership may become a limited liability limited partnership by: (1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except,…
SDCL § 48-7-201 Content and filing of certificate
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In order to form a limited partnership, a certificate of limited partnership shall be executed and filed 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 documen…
SDCL § 48-7-202 Amendment to certificate
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(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto 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 fil…
SDCL § 48-7-203 Cancellation of certificate
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A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. Delivery may be made by electronic transmission if and to the extent permitted by the Office of t…
SDCL § 48-7-204 Execution of certificates
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Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) An original certificate of limited partnership shall be signed by all general partners; (2) A certificate of amendment shall be signed by a…
SDCL § 48-7-205 Execution by judicial act
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If a person required by § 48-7-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the ce…
SDCL § 48-7-206 Filing in Office of Secretary of State
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The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit …
SDCL § 48-7-206.1 Filing fee
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The provisions of § 1-8-10 notwithstanding, the fee for filing any document required under this chapter with the secretary of state is one hundred twenty-five dollars. Source: SL 1990, ch 370 , § 9; SL 1997, ch 141 , § 12; SL 2003, ch 8 , § 26; SL 2009, ch 4 , § 21.
SDCL § 48-7-206.2 Effect of filing
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The secretary of state's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained i…
SDCL § 48-7-207 Liability for false statement in certificate
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If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) Any person who executes the certificate, or causes another to execute it …
SDCL § 48-7-208 Scope of notice
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The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. Sourc…
SDCL § 48-7-209 Delivery of certificates to limited partners
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Upon the return by the secretary of state pursuant to § 48-7-206 of the certificate copy marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner …
SDCL § 48-7-210 Filing exact copy of pre-1987 documents
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If a limited partnership filed one or more documents pertaining to organization or administration of the partnership with a county prior to 1987 and if the partnership now is required to file an amendment to such document with the secretary of state pursuant to this chapter, it s…
SDCL § 48-7-301 Admission of limited partners
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(a) A person becomes a limited partner on the later of: (1) The date the original certificate of limited partnership is filed; or (2) The date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a limited par…
SDCL § 48-7-302 Voting
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Subject to § 48-7-303 , the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter. Source: SL 1986, ch 391 , § 302.
SDCL § 48-7-303 Liability to third persons
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(a) Except as provided in subdivision (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the busines…
SDCL § 48-7-304 Person erroneously believing himself limited partner
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(a) Except as provided in this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by r…
SDCL § 48-7-305 Information
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Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by § 48-7-105 ; and (2) Obtain from the general partners from time to time upon reasonable demand: (a) True and full information regarding the state of the busines…
SDCL § 48-7-401 Admission of additional general partners
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After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional ge…
SDCL § 48-7-402 Events of withdrawal
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Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in § 48-7…
SDCL § 48-7-403 General powers and liabilities
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Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Except as provided in this chapter, a general partne…
SDCL § 48-7-404 Contributions by general partner
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A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and…
SDCL § 48-7-405 Voting
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The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter. Source: SL 1986, ch 391 , § 405.
SDCL § 48-7-406 Restrictions on corporate general partner
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Any limited partnership which has a corporation as its general partner shall conform to the restrictions placed upon corporations under chapter 47-9A . Source: SL 1990, ch 370 , § 12.
SDCL § 48-7-407 Registration of foreign corporate general partner
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Any foreign corporation acting as the general partner in a limited partnership shall conform to the foreign corporation registration laws of this state. Source: SL 1990, ch 370 , § 13.
SDCL § 48-7-501 Form of contribution
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The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. Source: SL 1986, ch 391 , § 501.
SDCL § 48-7-502 Liability for contribution
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No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise…
SDCL § 48-7-503 Sharing of profits and losses
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The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated…
SDCL § 48-7-504 Sharing of distributions
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Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be…
SDCL § 48-7-601 Interim distributions
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Except as provided in §§ 48-7-601 to 48-7-608 , inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the hap…
SDCL § 48-7-602 Withdrawal of general partner
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A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…
SDCL § 48-7-603 Withdrawal of limited partner
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A limited partner has no right of withdrawal from a limited partnership except as otherwise specified in writing in the partnership agreement. The provisions of this bill do not apply to limited partnership agreements in existence June 30, 1996, unless such agreements specify the…
SDCL § 48-7-604 Distribution upon withdrawal
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Except as provided in §§ 48-7-601 to 48-7-608 , inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a …
SDCL § 48-7-605 Distribution in kind
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Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreem…