South Dakota Codified Laws 47-34A-804. Member’s or manager’s power and liability as agent after dissolution
(a) A limited liability company is bound by a member‘s or manager‘s act after dissolution that:
(1) Is appropriate for winding up the company’s business; or
Terms Used In South Dakota Codified Laws 47-34A-804
- 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
- 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
- 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) Would have bound the company under § 47-34A-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company’s business is liable to the company for any damage caused to the company arising from the liability.
Source: SL 1998, ch 272, § 804.