South Dakota Codified Laws 47-34A-602. Member’s power to dissociate; wrongful dissociation
(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to § 47-34A-601(1).
(b) If the operating agreement has not eliminated a member’s power to dissociate, the member’s dissociation from a limited liability company is wrongful only if:
Terms Used In South Dakota Codified Laws 47-34A-602
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See South Dakota Codified Laws 47-34A-101
- 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
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- 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
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(1) It is in breach of an express provision of the agreement; or
(2) Before the expiration of the term specified in the articles of organization if any:
(i) The member withdraws by express will;
(ii) The member is expelled by judicial determination under § 47-34A-601(6);
(iii) The member is dissociated by becoming a debtor in bankruptcy; or
(iv) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
Source: SL 1998, ch 272, § 602.