South Dakota § 47-34A-604 Dissociated member's power to bind limited liability company.

South Dakota Statutes

§ 47-34A-604 — Dissociated member's power to bind limited liability company.

South Dakota § 47-34A-604

Title 47CORPORATIONS

Ch. 47-34UNIFORM LIMITED LIABILITY COMPANY ACT

This text of South Dakota § 47-34A-604 (Dissociated member's power to bind limited liability company.) 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-604 (2026).

Text

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under § 47-34A-301 before dissociation only if at the time of entering into the transaction the other party:

(1)Reasonably believed that the dissociated member was then a member;

(2)Did not have notice of the member's dissociation; and (3) Is not deemed to have had notice under § 47-34A-605 .

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For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under § 47-34A-301 before dissociation only if at the time of entering into the transaction the other party: (1) Reasonably believed that the dissociated member was then a member; (2) Did not have notice of the member's dissociation; and (3) Is not deemed to have had notice under § 47-34A-605 .