South Dakota Codified Laws
Chapter 07A - Uniform Partnership Act
Section 48-7A-101 - Definitions.

48-7A-101. Definitions.
In this chapter:
(1)"Business" includes every trade, occupation, and profession;
(2)"Debtor in bankruptcy" means a person who is the subject of:
(i)An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii)A comparable order under federal, state, or foreign law governing insolvency;
(3)"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
(4)"Foreign limited liability partnership" means a partnership that:
(i)Is formed under laws other than the laws of this state; and
(ii)Has the status of a limited liability partnership under those laws;
(5)"Limited liability partnership" means a partnership that has filed a statement of qualification under §48-7A-1001 and does not have a similar statement in effect in any other jurisdiction;
(6)"Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under §48-7A-202, predecessor law, or comparable law of another jurisdiction;
(7)"Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(8)"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
(9)"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
(10)"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;
(11)"Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(12)"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(13)"Statement" means a statement of partnership authority under §48-7A-303, a statement of denial under §48-7A-304, a statement of dissociation under §48-7A-704, a statement of dissolution under §48-7A-805, a statement of merger under §48-7A-907, a statement of qualification under §48-7A-1001, a statement of foreign qualification under §48-7A-1102, or an amendment or cancellation of any of the foregoing;
(14)"Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

Source: SL 2001, ch 249, §101.

Structure South Dakota Codified Laws

South Dakota Codified Laws

Title 48 - Partnerships

Chapter 07A - Uniform Partnership Act

Section 48-7A-101 - Definitions.

Section 48-7A-102 - Knowledge and notice.

Section 48-7A-103 - Effect of partnership agreement, nonwaivable provisions.

Section 48-7A-104 - Supplemental principles of law.

Section 48-7A-105 - Execution, filing, and recording of statements.

Section 48-7A-106 - Governing law.

Section 48-7A-107 - Partnership subject to amendment or repeal of act.

Section 48-7A-201 - Partnership as entity.

Section 48-7A-202 - Formation of partnership.

Section 48-7A-203 - Partnership property.

Section 48-7A-204 - When property is partnership property.

Section 48-7A-301 - Partner agent of partnership.

Section 48-7A-302 - Transfer of partnership property.

Section 48-7A-303 - Statement of partnership authority.

Section 48-7A-304 - Statement of denial.

Section 48-7A-305 - Partnership liable for partner's actionable conduct.

Section 48-7A-306 - Partner's liability.

Section 48-7A-307 - Actions by and against partnership and partners.

Section 48-7A-308 - Liability of purported partner.

Section 48-7A-401 - Partner's rights and duties.

Section 48-7A-402 - Distributions in kind.

Section 48-7A-403 - Partner's rights and duties with respect to information.

Section 48-7A-404 - General standards of partner's conduct.

Section 48-7A-405 - Actions by partnership and partners.

Section 48-7A-406 - Continuation of partnership beyond definite term or particular undertaking.

Section 48-7A-501 - Partner not co-owner of partnership property.

Section 48-7A-502 - Partner's transferable interest in partnership.

Section 48-7A-503 - Transfer of partner's transferable interest.

Section 48-7A-504 - Partner's transferable interest subject to charging order.

Section 48-7A-505 - Satisfaction of judgment out of judgment debtor's transferable interest in limited liability partnership.

Section 48-7A-601 - Events causing partner's dissociation.

Section 48-7A-602 - Partner's power to dissociate; wrongful dissociation.

Section 48-7A-603 - Effect of partner's dissociation.

Section 48-7A-701 - Purchase of dissociated partner's interest.

Section 48-7A-702 - Dissociated partner's power to bind and liability to partnership.

Section 48-7A-703 - Dissociated partner's liability to other persons.

Section 48-7A-704 - Statement of dissociation.

Section 48-7A-705 - Continued use of partnership name.

Section 48-7A-801 - Events causing dissolution and winding up of partnership business.

Section 48-7A-802 - Partnership continues after dissolution.

Section 48-7A-803 - Right to wind up partnership business.

Section 48-7A-804 - Partner's power to bind partnership after dissolution.

Section 48-7A-805 - Statement of dissolution.

Section 48-7A-806 - Partner's liability to other partners after dissolution.

Section 48-7A-807 - Settlement of accounts and contributions among partners.

Section 48-7A-901 - Definitions.

Section 48-7A-902 - Conversion of partnership to limited partnership.

Section 48-7A-903 - Conversion of limited partnership to partnership.

Section 48-7A-904 - Effect of conversion; entity unchanged.

Section 48-7A-905 - Merger of partnerships.

Section 48-7A-906 - Effect of merger.

Section 48-7A-907 - Statement of merger.

Section 48-7A-908 - Nonexclusive.

Section 48-7A-1001 - Statement of qualification.

Section 48-7A-1001.1 - Amendment of statement of qualification--Contents.

Section 48-7A-1001.2 - Cancellation of statement of qualification--Contents.

Section 48-7A-1002 - Name.

Section 48-7A-1003 - Annual report.

Section 48-7A-1004 - Eligibility to practice in limited liability partnership.

Section 48-7A-1004.1 - Revocable trust as shareholder--Conditions.

Section 48-7A-1101 - Law governing foreign limited liability partnership.

Section 48-7A-1102 - Statement of foreign qualification.

Section 48-7A-1102.1 - Amendment of statement of foreign qualification--Contents.

Section 48-7A-1102.2 - Cancellation of statement of foreign qualification--Contents.

Section 48-7A-1103 - Effect of failure to qualify.

Section 48-7A-1104 - Activities not constituting transacting business.

Section 48-7A-1105 - Action by attorney general.

Section 48-7A-1201 - Uniformity of application and construction.

Section 48-7A-1202 - Short title.

Section 48-7A-1203 - Severability clause.

Section 48-7A-1206 - Applicability.

Section 48-7A-1207 - Savings clause.

Section 48-7A-1208 - Filing fees.