South Dakota § 47-34A-914 Restrictions on approval of mergers, conversions, and domestications.

South Dakota Statutes

§ 47-34A-914 — Restrictions on approval of mergers, conversions, and domestications.

South Dakota § 47-34A-914

Title 47CORPORATIONS

Ch. 47-34UNIFORM LIMITED LIABILITY COMPANY ACT

This text of South Dakota § 47-34A-914 (Restrictions on approval of mergers, conversions, and domestications.) 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-914 (2026).

Text

(a)If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:

(1)The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and (2) The member has consented to the provision of the operating agreement.

(b)A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

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(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless: (1) The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and (2) The member has consented to the provision of the operating agreement. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.