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S.D. Codified Laws § 47-34A-1008

Effect of failure to obtain certificate of authority

Known as the South Dakota Limited Liability Company Act

The act spans §§ 47-34A-1001 to 47-34A-915 (113 sections).

Applied in 2 court decisions — leading case Bialota v. Lakota Lakes, LLC (2024)

Most recently applied in Bialota v. Lakota Lakes, LLC (February 2024)

Source: SL 1998, ch 272, § 1008; SL 2013, ch 233, § 37.

(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.

(c) A member or manager of a foreign limited liability company is not liable for the debt, obligations, or other liabilities of the company solely because the company transacted business in that state without a certificate of authority.

(d) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of actions arising out of the transaction of business in this state.

Official source: South Dakota Legislature. Reproduced from public-domain South Dakota statutes; confirm against the official source for the current text. Not legal advice.