South Dakota Codified Laws 47-34A-704. Formation of series–Amendment to certificate of designation–Dissolution of series–Registered agent and office
(a)
(1) Upon issuance by the secretary of state of a certificate of designation setting forth the name of the series with limited liability, in compliance with § 47-34A-203 or amendments under § 47-34A-204, the series’ existence shall begin;
Terms Used In South Dakota Codified Laws 47-34A-704
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See South Dakota Codified Laws 47-34A-101
- Entity: means a person other than an individual. See South Dakota Codified Laws 47-34A-101
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person, whether or not a member of a manager-managed company, who is vested with authority under section 301. 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
- Service of process: The service of writs or summonses to the appropriate party.
(2) Each certificate of designation issued by the secretary of state shall be conclusive evidence that all required conditions have been met and that the series has been or shall be legally organized and formed under this section and is notice for all purposes of all other facts required to be set forth therein as of the filing date on the certificate;
(3) The name of a series with limited liability under this section may be changed by filing an application for a new certificate of designation with the secretary of state pursuant to § 47-34A-204, identifying the series whose name is being changed and the new name of such series. If the managers of a series are not the same as the managers of the limited liability company, the names of the managers of a manager-managed series may be changed by filing an application for a new certificate of designation with the secretary of state;
(4) A series with limited liability under this section may be dissolved (i) upon the occurrence of any of the events referenced in § 47-34A-801 with respect to the series or (ii) by the dissolution of the limited liability company as provided in § 47-34A-801. Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company or any other series. The dissolution of a series established in accordance with § 47-34A-702 does not affect the limitation on liabilities of such series provided by § 47-34A-702. A series will be terminated (i) upon the dissolution and winding up of the limited liability company and the filing of articles of termination pursuant to § 47-34A-805, or (ii) upon the dissolution and winding up of the series and filing of an application for a certificate of designation identifying the series being terminated;
(5) Articles of organization, articles of amendment, articles of termination, or applications for certificates of designation described under this subsection may be executed by the limited liability company or any manager, person, or entity designated in the operating agreement for the limited liability company.
(b) If different from the limited liability company, the application for the certificate of designation shall list the names of the managers if the series is manager-managed.
(c) A series of a limited liability company shall be deemed to be in good standing as long as the limited liability company is in good standing. A series of a limited liability company is administratively dissolved when the limited liability company is administratively dissolved, and the series will be reinstated if the limited liability company is reinstated.
(d) The registered agent and registered office for the limited liability company appointed under chapter 59-11 shall serve as the agent and office for service of process for each series in this state.
Source: SL 2020, ch 200, § 4, eff. Nov. 15, 2020.