48-7A-902. Conversion of partnership to limited partnership.
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
(1)A statement that the partnership was converted to a limited partnership from a partnership;
(2)Its former name; and
(3)A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the chapter 48-7, the Uniform Limited Partnership Act.
Source: SL 2001, ch 249, ยง902.
Structure South Dakota Codified Laws
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-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-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.