South Dakota Statutes
§ 47-34A-303 — Liability of members and managers.
(a)A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
(b)The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.
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Related
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2003 SD 3 (South Dakota Supreme Court, 2003)
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2018 SD 45 (South Dakota Supreme Court, 2018)
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SDIF Limited Partnership 2 v. Tentexkota, LLC
(D. South Dakota, 2018)
Legislative History
SL 1998, ch 272, § 303; SL 2020, ch 199, § 1.
Nearby Sections
15
§ 47-1-1
Repealed§ 47-1-3
Repealed§ 47-10-1
Purposes of corporations.§ 47-10-10
Incorporators.§ 47-10-11
Directors--Number and term of office.§ 47-10-13
Accumulation of surplus--Use of surplus.§ 47-10-14
Persons authorized to hold common stock.§ 47-10-18
Nonstockholder members--Duty to lend.§ 47-10-2
Powers of corporations.