47-34A-804. Member's or manager's power and liability as agent after dissolution.
(a) A limited liability company is bound by a member's or manager's act after dissolution that:
(1)Is appropriate for winding up the company's business; or
(2)Would have bound the company under §47-34A-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
Source: SL 1998, ch 272, §804.
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.