South Dakota § 47-34A-802 Limited liability company continues after dissolution.

South Dakota Statutes

§ 47-34A-802 — Limited liability company continues after dissolution.

South Dakota § 47-34A-802

Title 47CORPORATIONS

Ch. 47-34UNIFORM LIMITED LIABILITY COMPANY ACT

This text of South Dakota § 47-34A-802 (Limited liability company continues after dissolution.) 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-802 (2026).

Text

(a)Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.

(b)At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1)The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) The rights of a third party accruing as a result of the dissolution, under § 47-34A-804(a), or arising out of conduct in reliance on the diss

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(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) The rights of a third party accruing as a result of the dissolution, under § 47-34A-804(a), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.