South Dakota § 47-34A-602 Member's power to dissociate; wrongful dissociation.

South Dakota Statutes

§ 47-34A-602 — Member's power to dissociate; wrongful dissociation.

South Dakota § 47-34A-602

Title 47CORPORATIONS

Ch. 47-34UNIFORM LIMITED LIABILITY COMPANY ACT

This text of South Dakota § 47-34A-602 (Member's power to dissociate; wrongful dissociation.) is published on Counsel Stack Legal Research, covering South Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

S.D. Codified Laws § 47-34A-602 (2026).

Text

(a)Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to § 47-34A-601(1).

(b)If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:

(1)It is in breach of an express provision of the agreement; or (2) Before the expiration of the term specified in the articles of organization if any:

(i)The member withdraws by express will;

(ii)The member is expelled by judicial determination under § 47-34A-601(6);

(iii)The member is dissociated by becoming a debtor in bankruptcy; or (iv) In the case of a member who is not an individual, trust othe

Free access — add to your briefcase to read the full text and ask questions with AI

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to § 47-34A-601(1). (b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if: (1) It is in breach of an express provision of the agreement; or (2) Before the expiration of the term specified in the articles of organization if any: (i) The member withdraws by express will; (ii) The member is expelled by judicial determination under § 47-34A-601(6); (iii) The member is dissociated by becoming a debtor in bankruptcy; or (iv) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence. (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.