21.370.10 96th Legislative Session 0

2021 South Dakota Legislature

Senate Bill 75

Introduced by: Senator Diedrich

An Act to correct an error in a statutory cross-reference within the Uniform Limited Liability Company Act.

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

Section 1. That § 47-34A-908 be AMENDED.

47-34A-908. Filings required for conversion--Effective date.

(a) After a plan of conversion is approved:

(1) A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in § 47-34A-205 and must include:

(A) A statement that the limited liability company has been converted into another organization;

(B) The name and form of the organization and the jurisdiction of its governing statute;

(C) The date the conversion is effective under the governing statute of the converted organization;

(D) A statement that the conversion was approved as required by this chapter;

(E) A statement that the conversion was approved as required by the governing statute of the converted organization; and

(F) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the secretary of state may use for the purposes of § 47-34A-909(c); and

(2) If the converting organization is not a converting limited liability company, the converting organization shall deliver to the secretary of state for filing a certificate of organization, which must include, in addition to the information required by § 47-34A-202.1(c) § 47-34A-203(a):

(A) A statement that the converted organization was converted from another organization;

(B) The name and form of that converting organization and the jurisdiction of its governing statute; and

(C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(b) A conversion becomes effective:

(1) If the converted organization is a limited liability company, when the certificate of organization takes effect; and

(2) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.

Catchlines are not law. (§ 2-16-13.1) Underscores indicate new language.

Overstrikes indicate deleted language.