South Dakota Codified Laws 47-34A-401. Becoming a member
(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 behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
Terms Used In South Dakota Codified Laws 47-34A-401
- Contribution: means any benefit provided by a person to a limited liability company:
(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company. See South Dakota Codified Laws 47-34A-101
- Distributional interest: means all of a member's interest in distributions by the limited liability company. See South Dakota Codified Laws 47-34A-101
- Member: means a person that:
(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company. See South Dakota Codified Laws 47-34A-101
- Person: includes natural persons, partnerships, associations, cooperative corporations, limited liability companies, and corporations. See South Dakota Codified Laws 2-14-2
(c) After formation of a limited liability company, a person becomes a member:
(1) As provided in the operating agreement;
(2) As the result of a transaction effective under Article 9;
(3) With the consent of all the members; or
(4) If, within 90 consecutive days after the company ceases to have any members:
(A) The last person to have been a member, or the legal representative of that person, designates a person to become a member; and
(B) The designated person consents to become a member.
(d) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.
Source: SL 1998, ch 272, § 401; SL 2013, ch 233, § 6.