Public-domain · open source
OpenJurist

S.D. Codified Laws § 47-34A-802

Limited liability company continues after dissolution

Known as the South Dakota Limited Liability Company Act

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

Applied in 1 court decision — leading case MacH v. Connors (2022)

Most recently applied in MacH v. Connors (August 2022)

Source: SL 1998, ch 272, § 802.

(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) The rights of a third party accruing as a result of the dissolution, under § 47-34A-804(a), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

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