CHAPTER 241
(HB 1009)
Limited liability company, filing requirements revised.
ENTITLED, An Act to
revise certain filing requirements for limited liability companies and to
repeal certain obsolete provisions.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF SOUTH DAKOTA:
Section
1.
That
§
47-34A-202.1
be amended to read as follows:
47-34A-202.1.
(a) One or more persons may organize a limited liability company, consisting
of one or more members, by delivering articles of organization to the Office of the Secretary of
State for filing.
(b) Unless a delayed effective date is specified in accordance with § 47-34A-206(d), the
existence of a limited liability company begins when the articles of organization
and the first
annual report as required in section 211(c)
are filed.
(c) The original and one exact or conforming copy of the articles of organization
and the first
annual report
shall be delivered to the secretary of state. If the secretary of state finds that the
articles of organization
and the annual report
conform to law, the secretary of state shall, when all
fees have been paid as prescribed:
(1)
Endorse both the original and the exact or conforming copy with the word, Filed, and
the month, date, and year of the filing;
(2)
File the original;
(3)
Issue a certificate of organization and affix to the certificate, the exact or conforming
copy.
The certificate of organization, together with the exact or conforming copy of the articles of
organization affixed to it by the secretary of state, shall be returned to the principal office of the
limited liability company or to its representative.
Section
2.
That
§
47-34A-211
be amended to read as follows:
47-34A-211.
(a) A limited liability company, and a foreign limited liability company
authorized to transact business in this state, except a bank organized pursuant to § 51A-3-1.1, shall
deliver to the secretary of state for filing an annual report that sets forth:
(1)
The name of the company and the state or country under whose law it is organized;
(2)
The address of its registered office and the name and address of its registered agent for
service of process in this state;
(3)
The address of its principal office;
(4)
The names and business addresses of any managers
;
(5)
The dollar amount of the total agreed contributions to the limited liability company
.
(b) Information in an annual report must be current as of the date the annual report is signed
on behalf of the limited liability company.
(c) The first annual report
must
shall
be delivered to the secretary of state
concurrent with the
filing of the articles of organization . Subsequent annual reports must be delivered to the secretary
of state before the first day of the second month following the anniversary month of the filing date
before the first day of the second month of the year following the year in which a limited liability
company was organized or a foreign company was authorized to transact business. The subsequent
annual report shall be delivered to the secretary of state by the same date each subsequent year
.
(d) If an annual report does not contain the information required in subsection (a) or the fees
required by § 47-34A-212, the secretary of state shall promptly notify the reporting limited liability
company or foreign limited liability company and return the report to it for correction. If the report
is corrected to contain the information required in subsection (a) or the fees required by § 47-34A-
212 and delivered to the secretary of state within thirty days after the effective date of the notice,
it is timely filed.
Section
3.
That
§
47-34A-212
be amended to read as follows:
47-34A-212.
The secretary of state shall charge and collect for:
(a)
Filing the
first annual report
articles of organization
in the case of a domestic limited
liability company, a filing fee of one hundred twenty-five dollars. Filing the
first annual
report
articles of organization
in the case of a foreign limited liability company, a filing
fee of five hundred fifty dollars;
(b)
Deleted by SL 2004, ch 279, § 2.
(c)
A reporting fee of fifty dollars, due and payable with the filing of
all
each
annual report
,
after the first annual report required in § 47-34A-211(c)
.
Section
4.
That
§
47-34A-811
be amended to read as follows:
47-34A-811.
(a) A limited liability company administratively dissolved may apply to the
secretary of state for reinstatement after the effective date of dissolution. The applicant shall
submit with the application the appropriate filing fee. The secretary of state shall base filing fees
on
the total agreed contribution of the limited liability company as provided in § 47-34A-212, plus
any delinquent annual reports and fees for the period prior to the reinstatement application. The
application must:
(1)
Recite the name of the company and the effective date of its administrative dissolution;
(2)
State that the ground for dissolution either did not exist or have been eliminated;
(3)
State that the company's name satisfies the requirements of § 47-34A-105; and
(4)
Contain a certificate from the appropriate state authority reciting that all taxes owed by
the company have been paid.
(b) If the secretary of state determines that the application contains the information required
by subsection (a) and that the information is correct, the secretary of state shall cancel the
certificate of dissolution and prepare a certificate of reinstatement that recites this determination
and the effective date of reinstatement, file the original of the certificate, and serve the company
with a copy of the certificate.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date
of the administrative dissolution and the company may resume its business as if the administrative
dissolution had never occurred.
Section
5.
That
§
§
47-34-1
to 47-34-59, inclusive, be repealed.
Signed February 2, 2005