South Dakota Codified Laws 47-34A-601. Events causing a member’s dissociation
A member is dissociated from a limited liability company upon the occurrence of any of the following events:
(1) The company’s having notice of the member’s express will to withdraw upon the date of notice or on a later date specified by the member;
Terms Used In South Dakota Codified Laws 47-34A-601
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See South Dakota Codified Laws 47-34A-101
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Distribution: means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. 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
- Entity: means a person other than an individual. See South Dakota Codified Laws 47-34A-101
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
- Trustee: A person or institution holding and administering property in trust.
(2) An event agreed to in the operating agreement as causing the member’s dissociation;
(3) Upon transfer of all of a member’s distributional interest, other than a transfer for security purposes or a court order charging the member’s distributional interest which has not been foreclosed;
(4) The member’s expulsion pursuant to the operating agreement;
(5) The member’s expulsion by unanimous vote of the other members if:
(i) It is unlawful to carry on the company’s business with the member;
(ii) There has been a transfer of substantially all of the member’s distributional interest, other than a transfer for security purposes or a court order charging the member’s distributional interest which has not been foreclosed;
(iii) Within ninety days after the company notifies a corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
(iv) A corporation, partnership, limited liability company, or other entity that is a member has been dissolved and its business is being wound up;
(6) On application by the company or another member, the member’s expulsion by judicial determination because the member:
(i) Engaged in wrongful conduct that adversely and materially affected the company’s business;
(ii) Willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under § 47-34A-409; or
(iii) Engaged in conduct relating to the company’s business which makes it not reasonably practicable to carry on the business with the member;
(7) The member’s:
(i) Becoming a debtor in bankruptcy;
(ii) Executing an assignment for the benefit of creditors;
(iii) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property; or
(iv) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property obtained without the member’s consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;
(8) In the case of a member who is an individual:
(i) The member’s death;
(ii) The appointment of a guardian or general conservator for the member; or
(iii) A judicial determination that the member has otherwise become incapable of performing the member’s duties under the operating agreement;
(9) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust’s entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee;