South Dakota § 48-7-1106 - Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).

§ 48-7-1106. Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).

(a) A limited partnership may become a limited liability limited partnership by:

(1)    Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions;

(2)    Filing a statement of qualification under subsection 48-7A-1001(c) of the Uniform Partnership Act; and

(3)    Having as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP."

(b) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under § 48-7A-1001(c) of the Uniform Partnership Act.

(c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act apply to both general and limited partners of a limited liability limited partnership. Section 48-7-303 also applies to limited partners.

Source: SL 2002, ch 210, § 1.

Effective January 1, 2027

48-7-1106. Limited liability limited partnership--Qualification or formation--Applicability of liability and chapter provisions.

A limited liability limited partnership may be qualified or formed as follows:

(1)    An existing limited partnership, in order to qualify as a limited liability limited partnership, must:

(a)    Obtain approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement, except in a limited partnership with an agreement that expressly considers contribution obligations, in which case by the vote necessary to amend the contribution obligation provisions;

(b)    File a statement of qualification pursuant to § 48-7A-1001;

(c)    Have as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP;" and

(d)    Continue as the same entity that existed before the filing of a statement of qualification pursuant to § 48-7A-1001(c).

(2)    Alternatively, a limited liability limited partnership may be formed directly by filing a certificate of limited liability limited partnership pursuant to § 48-7-1107.

Subsections 48-7A-306(c) and 48-7A-307(b) apply to both general and limited partners of a limited liability limited partnership. § 48-7-303 also applies to limited partners. Upon qualification or formation, the entity is a limited partnership and a limited liability limited partnership for all purposes of this chapter.

Source: SL 2002, ch 210, § 1; SL 2026, ch 182, § 1, eff. Jan. 1, 2027.