22.377.11 97th Legislative Session 292

2022 South Dakota Legislature

House Bill 1060

ENROLLED

An Act

ENTITLED An Act to consolidate certain domestication provisions in the Uniform Limited Liability Company Act.

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

Section 1. That § 47-34A-912 be AMENDED:

47-34A-912. (a) After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include:

(1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;

(2) The name of the domesticating company and the jurisdiction of its governing statute;

(3) The name of the domesticated company and the jurisdiction of its governing statute;

(4) The date the domestication is effective under the governing statute of the domesticated company;

(5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;

(6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction;

(7) If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of § 47-34A-913(b); and

(8) If the domesticated company was a foreign limited liability company, articles of organization that comply with the requirements of § 47-34A-203.

(b) A domestication becomes effective:

(1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and

(2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.

Section 2. That § 47-34A-1010 be REPEALED.

Section 3. That § 47-34A-1011 be REPEALED.

Section 4. That § 47-34A-1012 be REPEALED.

Section 5. That § 47-34A-1013 be REPEALED.

Section 6. That § 47-34A-1014 be REPEALED.

Section 7. That § 47-34A-1015 be REPEALED.

Section 8. That § 47-34A-1016 be REPEALED.

An Act to consolidate certain domestication provisions in the Uniform Limited Liability Company Act.

I certify that the attached Act originated in the:

House as Bill No. 1060

Chief Clerk

Speaker of the House

Attest:

Chief Clerk

President of the Senate

Attest:

Secretary of the Senate

House Bill No. 1060

File No. ____

Chapter No. ______

Received at this Executive Office

this _____ day of _____________,

2022 at ____________M.

By

for the Governor

The attached Act is hereby

approved this ________ day of

______________, A.D., 2022

Governor

STATE OF SOUTH DAKOTA,

ss.

Office of the Secretary of State

Filed ____________, 2022

at _________ o'clock __M.

Secretary of State

By

Asst. Secretary of State