48-7-206. Filing in Office of Secretary of State.
The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:
(1)Endorse on the original, Filed, and the day, month, and year of the filing thereof; and
(2)File the original in the office; and
(3)Return a copy to the person who filed it or the person's representative.
Upon the filing of a certificate of amendment or judicial decree of amendment in the Office of the Secretary of State, the certificate of limited partnership is amended as provided in the certificate. Upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled.
Delivery of a certificate may be filed by electronic transmission as permitted by the Office of the Secretary of State. If the certificate is filed in a typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conforming copy of the certificate to be delivered with the original certificate.
Source: SL 1986, ch 391, §206; SL 1990, ch 370, §3; SL 2013, ch 234, §1.
Structure South Dakota Codified Laws
Chapter 07 - Uniform Limited Partnership Act
Section 48-7-101 - Definitions.
Section 48-7-103 - Reservation of name.
Section 48-7-104 - Specified office and agent.
Section 48-7-105 - Records to be kept.
Section 48-7-106 - Nature of business.
Section 48-7-107 - Business transactions of partner with partnership.
Section 48-7-201 - Content and filing of certificate.
Section 48-7-202 - Amendment to certificate.
Section 48-7-203 - Cancellation of certificate.
Section 48-7-204 - Execution of certificates.
Section 48-7-205 - Execution by judicial act.
Section 48-7-206 - Filing in Office of Secretary of State.
Section 48-7-206.1 - Filing fee.
Section 48-7-206.2 - Effect of filing.
Section 48-7-207 - Liability for false statement in certificate.
Section 48-7-208 - Scope of notice.
Section 48-7-209 - Delivery of certificates to limited partners.
Section 48-7-210 - Filing exact copy of pre-1987 documents.
Section 48-7-301 - Admission of limited partners.
Section 48-7-303 - Liability to third persons.
Section 48-7-304 - Person erroneously believing himself limited partner.
Section 48-7-305 - Information.
Section 48-7-401 - Admission of additional general partners.
Section 48-7-402 - Events of withdrawal.
Section 48-7-403 - General powers and liabilities.
Section 48-7-404 - Contributions by general partner.
Section 48-7-406 - Restrictions on corporate general partner.
Section 48-7-407 - Registration of foreign corporate general partner.
Section 48-7-501 - Form of contribution.
Section 48-7-502 - Liability for contribution.
Section 48-7-503 - Sharing of profits and losses.
Section 48-7-504 - Sharing of distributions.
Section 48-7-601 - Interim distributions.
Section 48-7-602 - Withdrawal of general partner.
Section 48-7-603 - Withdrawal of limited partner.
Section 48-7-604 - Distribution upon withdrawal.
Section 48-7-605 - Distribution in kind.
Section 48-7-606 - Right to distribution.
Section 48-7-607 - Limitations on distribution.
Section 48-7-608 - Liability upon return of contribution.
Section 48-7-701 - Nature of partnership interest.
Section 48-7-702 - Assignment of partnership interest.
Section 48-7-703 - Rights of judgment creditor--Exclusive remedy.
Section 48-7-704 - Right of assignee to become limited partner.
Section 48-7-705 - Power of estate of deceased or incompetent partner.
Section 48-7-801 - Nonjudicial dissolution.
Section 48-7-802 - Judicial dissolution.
Section 48-7-803 - Winding up.
Section 48-7-804 - Distribution of assets.
Section 48-7-901 - Law governing.
Section 48-7-902 - Registration.
Section 48-7-903 - Issuance of registration.
Section 48-7-905 - Changes and amendments.
Section 48-7-906 - Cancellation of registration.
Section 48-7-907 - Transacting of business without registration.
Section 48-7-908 - Action by attorney general.
Section 48-7-1001 - Right of action.
Section 48-7-1002 - Proper plaintiff.
Section 48-7-1101 - Construction and application.
Section 48-7-1102 - Short title.
Section 48-7-1103 - Severability.
Section 48-7-1104 - Effective date, extended effective date, and repeal.
Section 48-7-1105 - Rules for cases not provided for in this chapter.