South Dakota § 47-34A-902 Merger.

South Dakota Statutes

§ 47-34A-902 — Merger.

South Dakota § 47-34A-902

Title 47CORPORATIONS

Ch. 47-34UNIFORM LIMITED LIABILITY COMPANY ACT

This text of South Dakota § 47-34A-902 (Merger.) 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-902 (2026).

Text

(a)A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§ 47-34A-903 to 47-34A-905 , inclusive, and a plan of merger, if:

(1)The governing statute of each of the other organizations authorizes the merger;

(2)The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger.

(b)A plan of merger must be in a record and must include:

(1)The name and form of each constituent organization;

(2)The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

(3)The terms and conditions of the merger, i

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(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§ 47-34A-903 to 47-34A-905 , inclusive, and a plan of merger, if: (1) The governing statute of each of the other organizations authorizes the merger; (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in a record and must include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (5) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.