South Dakota Codified Laws 47-34A-906. Conversion
(a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§ 47-34A-907 to 47-34A-909, inclusive, and a plan of conversion, if:
(1) The other organization’s governing statute authorizes the conversion;
Terms Used In South Dakota Codified Laws 47-34A-906
- 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.
- Statute: A law passed by a legislature.
(2) The conversion is not prohibited by the law of the jurisdiction that enacted the other organization’s governing statute; and
(3) The other organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1) The name and form of the organization before conversion;
(2) The name and form of the organization after conversion;
(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) The organizational documents of the converted organization that are, or are proposed to be, in a record.
Source: SL 1998, ch 272, § 906; SL 2008, ch 275, § 78; SL 2013, ch 233, § 20.