South Dakota Codified Laws 47-34A-604. Dissociated member’s power to bind limited liability company
For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company’s business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under § 47-34A-301 before dissociation only if at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated member was then a member;
Terms Used In South Dakota Codified Laws 47-34A-604
- 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
(2) Did not have notice of the member’s dissociation; and
(3) Is not deemed to have had notice under § 47-34A-605.
Source: SL 1998, ch 272, § 604.