ENTITLED An Act to allow for the direct creation of a limited liability limited partnership.

Be it enacted by the Legislature of the State of South Dakota:

Section 1. That § 48-7-1106 be AMENDED:

48-7-1106. A limited liability limited partnership may be qualified or formed as follows:

(1) An existing limited partnership, in order to qualify as a limited liability limited partnership, must:

(a) Obtain approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement, except in a limited partnership with an agreement that expressly considers contribution obligations, in which case by the vote necessary to amend the contribution obligation provisions;

(b) File a statement of qualification pursuant to § 48-7A-1001;

(c) Have as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP;" and

(d) Continue as the same entity that existed before the filing of a statement of qualification pursuant to § 48-7A-1001(c).

(2) Alternatively, a limited liability limited partnership may be formed directly by filing a certificate of limited liability limited partnership pursuant to section 2 of this Act.

Subsections 48-7A-306(c) and 48-7A-307(b) apply to both general and limited partners of a limited liability limited partnership. § 48-7-303 also applies to limited partners. Upon qualification or formation, the entity is a limited partnership and a limited liability limited partnership for all purposes of this chapter.

Section 2. That a NEW SECTION be added to chapter 48-7:

A limited liability limited partnership may be formed by delivering to the secretary of state a certificate of limited liability limited partnership. Delivery may be made by electronic transmission, if and to the extent permitted by the secretary of state. If the certificate is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the certificate.

The certificate must contain:

(1) The name of the limited liability limited partnership, which has as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," the abbreviation "L.L.L.P.," or the designation "LLLP";

(2) The street address of the limited liability limited partnership's chief executive office and, if different, the street address of an office in this state, if any;

(3) If the limited liability limited partnership does not have an office in this state, the information required pursuant to § 59-11-6;

(4) A statement that the entity elects to be a limited liability limited partnership; and

(5) A deferred effective date, if any.

A limited liability limited partnership is formed when the certificate is filed with the secretary of state or on a deferred effective date thereafter.

Section 3. This Act is effective beginning January 1, 2027.

An Act to allow for the direct creation of a limited liability limited partnership.