S.D. Codified Laws § 47-34A-303

Liability of members and managers

Known as the South Dakota Limited Liability Company Act

The act spans §§ 47–47 (113 sections).

Applied in 4 court decisions — leading case Ehresmann v. Muth (2008)

Most recently applied in Fdj, LLC v. Determan (July 2024)

Source: SL 1998, ch 272, § 303; SL 2020, ch 199, § 1.

How often courts cite this section

citing decisions per year

Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.

(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.

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