South Dakota Codified Laws 47-34A-901. Definitions
Terms used in this article:
(1) “Constituent limited liability company” means a constituent organization that is a limited liability company;
Terms Used In South Dakota Codified Laws 47-34A-901
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See South Dakota Codified Laws 47-34A-101
- 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
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company. See South Dakota Codified Laws 47-34A-101
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes natural persons, partnerships, associations, cooperative corporations, limited liability companies, and corporations. See South Dakota Codified Laws 2-14-2
- Statute: A law passed by a legislature.
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted organization” means the organization into which a converting organization converts pursuant to §§ 47-34A-906 to 47-34A-909, inclusive;
(4) “Converting limited liability company” means a converting organization that is a limited liability company;
(5) “Converting organization” means an organization that converts into another organization pursuant to § 47-34A-906;
(6) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 47-34A-910 to 47-34A-913, inclusive;
(7) “Domesticating company” means the company that effects a domestication pursuant to §§ 47-34A-910 to 47-34A-913, inclusive;
(8) “Governing statute” means the statute that governs an organization’s internal affairs;
(9) “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit;
(10) “Organizational documents” means:
(a) For a domestic or foreign general partnership, its partnership agreement;
(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(c) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
(d) For a business trust, its agreement of trust and declaration of trust;
(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it;
(11) “Personal liability” means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(b) By the organization’s organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization;
(12) “Surviving organization” means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
Source: SL 1998, ch 272, § 901; SL 2013, ch 233, § 15.