(a) A limited liability company does not dissolve and wind up its business as result of a member‘s dissociation.

(b) Upon a member’s dissociation from a limited liability company:

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Terms Used In South Dakota Codified Laws 47-34A-603

  • 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
  • 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

(1) The member’s right to participate in the management and conduct of the company’s business terminates, except as otherwise provided in § 47-34A-803, and the member ceases to be a member and is treated the same as a transferee of a member;

(2) The member’s duty of loyalty under § 47-34A-409(b)(3) terminates; and

(3) The member’s duty of loyalty under § 47-34A-409(b)(1) and (2) and duty of care under § 47-34A-409(c) continue only with regard to matters arising and events occurring before the member’s dissociation.

Source: SL 1998, ch 272, § 603.