South Dakota Codified Laws 47-34A-1001. Law governing foreign limited liability companies
(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) The internal affairs of the company; and
Terms Used In South Dakota Codified Laws 47-34A-1001
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See South Dakota Codified Laws 47-34A-101
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company. See South Dakota Codified Laws 47-34A-101
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person, whether or not a member of a manager-managed company, who is vested with authority under section 301. See South Dakota Codified Laws 47-34A-101
- Member: means a person that:
(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company. See South Dakota Codified Laws 47-34A-101
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.
Source: SL 1998, ch 272, § 1001; SL 2013, ch 233, § 30.