47-34A-1005. Noncomplying name of foreign limited liability company.
(a) A foreign limited liability company whose name does not comply with §47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with §47-34A-105. A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 37-11 or §47-34A-105. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under chapter 37-11 or §47-34A-105 to transact business in this state under another name.
(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with §47-34A-105, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.
Source: SL 1998, ch 272, §1005; SL 2013, ch 233, §34.
Structure South Dakota Codified Laws
Chapter 34A - Uniform Limited Liability Company Act
Section 47-34A-101 - Definitions.
Section 47-34A-103 - Operating agreement--Scope--Limitations.
Section 47-34A-103.1 - Effect of records that conflict with § 47-34A-103 or operating agreement.
Section 47-34A-104 - Supplemental principles of law.
Section 47-34A-107 - Registration of name--Procedure.
Section 47-34A-112 - Nature of business and powers.
Section 47-34A-113 - Governing Law.
Section 47-34A-114 - Freedom of contract.
Section 47-34A-201 - Limited liability company as legal entity.
Section 47-34A-202.1 - Organization.
Section 47-34A-202.2 - Certificate of organization.
Section 47-34A-203 - Articles of organization.
Section 47-34A-204 - Amendment or restatement of articles of organization.
Section 47-34A-205 - Signing of records.
Section 47-34A-206 - Filing in Office of Secretary of State.
Section 47-34A-207 - Correcting filed record.
Section 47-34A-208 - Certificate of existence or authorization.
Section 47-34A-210 - Failure or refusal to sign record.
Section 47-34A-211 - Annual report for secretary of state.
Section 47-34A-301 - Agency of members and managers.
Section 47-34A-302 - Limited liability company liable for member's or manager's actionable conduct.
Section 47-34A-303 - Liability of members and managers.
Section 47-34A-401 - Becoming a member.
Section 47-34A-401.1 - Form of contribution.
Section 47-34A-402 - Liability for contributions.
Section 47-34A-403 - Member's and manager's rights to payments and reimbursement.
Section 47-34A-404.1 - Management of limited liability company.
Section 47-34A-404.2 - Classes and voting.
Section 47-34A-405 - Sharing of and right to distributions.
Section 47-34A-406 - Limitations on distributions.
Section 47-34A-407 - Liability for improper distributions.
Section 47-34A-408 - Members' and managers' right to information.
Section 47-34A-409 - General standards of member's and manager's conduct.
Section 47-34A-410 - Actions by members.
Section 47-34A-411 - Good faith reliance upon information.
Section 47-34A-501 - Member's distributional interest.
Section 47-34A-502 - Transfer of distributional interest.
Section 47-34A-503 - Rights of a transferee.
Section 47-34A-504 - Rights of creditor.
Section 47-34A-601 - Events causing a member's dissociation.
Section 47-34A-602 - Member's power to dissociate; wrongful dissociation.
Section 47-34A-603 - Effect of a member's dissociation.
Section 47-34A-604 - Dissociated member's power to bind limited liability company.
Section 47-34A-605 - State of dissociation.
Section 47-34A-701 - Series of members, managers, or limited liability company interests permitted.
Section 47-34A-702 - Liability of series for debts of limited liability company or other series.
Section 47-34A-703 - Name of series.
Section 47-34A-705 - Rights, powers, and duties relating to series governed by operating agreement.
Section 47-34A-707 - Requirements for application for certificate of designation.
Section 47-34A-801 - Events causing dissolution and winding up of company's business.
Section 47-34A-802 - Limited liability company continues after dissolution.
Section 47-34A-803 - Right to wind up the limited liability company's business.
Section 47-34A-804 - Member's or manager's power and liability as agent after dissolution.
Section 47-34A-805 - Articles of termination.
Section 47-34A-806 - Distribution of assets in winding up the limited liability company's business.
Section 47-34A-807 - Known claims against dissolved limited liability company.
Section 47-34A-808 - Notice--Other claims against dissolved limited liability company.
Section 47-34A-809 - Grounds for administrative dissolution.
Section 47-34A-810 - Procedure for and effect of administrative dissolution.
Section 47-34A-811 - Reinstatement following administrative dissolution.
Section 47-34A-812 - Appeal from denial of reinstatement.
Section 47-34A-901 - Definitions.
Section 47-34A-903 - Action on plan of merger by constituent limited liability company.
Section 47-34A-904 - Filings required for merger--Effective date.
Section 47-34A-905 - Effect of merger.
Section 47-34A-906 - Conversion.
Section 47-34A-907 - Action on plan of conversion by converting limited liability company.
Section 47-34A-908 - Filings required for conversion--Effective date.
Section 47-34A-909 - Effect of conversion.
Section 47-34A-910 - Domestication.
Section 47-34A-911 - Action on plan of domestication by domesticating limited liability company.
Section 47-34A-912 - Filings required for domestication--Effective date.
Section 47-34A-913 - Effect of domestication.
Section 47-34A-914 - Restrictions on approval of mergers, conversions, and domestications.
Section 47-34A-915 - Article not exclusive.
Section 47-34A-1001 - Law governing foreign limited liability companies.
Section 47-34A-1002 - Application for certificate of authority.
Section 47-34A-1003 - Activities not constituting transacting business.
Section 47-34A-1004 - Filing of certificate of authority.
Section 47-34A-1005 - Noncomplying name of foreign limited liability company.
Section 47-34A-1006 - Revocation of certificate of authority.
Section 47-34A-1007 - Cancellation of certificate of authority.
Section 47-34A-1008 - Effect of failure to obtain certificate of authority.
Section 47-34A-1009 - Action by attorney general.
Section 47-34A-1101 - Direct action by member.
Section 47-34A-1102 - Derivative action.
Section 47-34A-1103 - Proper plaintiff.
Section 47-34A-1104 - Pleading.
Section 47-34A-1105 - Special litigation committee.
Section 47-34A-1106 - Proceeds and expenses.
Section 47-34A-1201 - Uniformity of application and construction.
Section 47-34A-1202 - Short title.
Section 47-34A-1205 - Limited liability company--Organization--Effective date.
Section 47-34A-1206.1 - Filing of documents with secretary of state.