48-7A-907. Statement of merger.
(a) After a merger, the surviving partnership or limited partnership may file in the Office of the Secretary of State a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1)The name of each partnership or limited partnership that is a party to the merger;
(2)The name of the surviving entity into which the other partnerships or limited partnership were merged;
(3)The street address of the surviving entity's chief executive office and of an office in this state, if any; and
(4)Whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in subsection (d), for the purposes of §48-7A-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of §48-7A-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection 48-7A-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
Source: SL 2001, ch 249, §907.
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.