S.D. Codified Laws § 47-34A-914

Current through the 2024 Legislative Session
Section 47-34A-914 - Restrictions on approval of mergers, conversions, and domestications
(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.

SDCL 47-34A-914

SL 2013, ch 233, §28.