South Dakota Partnership Types (4)
Partnership Type | State Filing Requirement | |
---|---|---|
General Partnership (GP) | South Dakota Business Name Availability Search (No filing requirement, but names must comply with state naming requirements) | |
Limited Partnership (LP) | Certificate of Limited Partnership(Filing Fee: $125.00) Application for Registration of Foreign Limited Partnership (Filing Fee: $125.00) |
|
Limited Liability Partnership (LLP) | Statement of Qualification Domestic Limited Liability Partnership (Filing Fee: 125.00) Foreign Limited Liability Partnership (Filing Fee $125.00) |
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Limited Liability Limited Partnership (LLLP) |
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Fiduciary Duty
Duty of Loyalty:
- Partners have the obligation to report on the profits, properties, as well as benefits they received as a direct or indirect result of the “conduct and winding up of the partnership” or their access to the partnership’s property, assets, or resources. [1]
- Partners do not deal with their partnership as a party holding any “interest adverse” to the partnership; additionally, partners cannot represent any person or party with any goals or interests against the partnership’s success. [2]
- Partners are explicitly restricted by law from competing with the partnership business “before the dissolution of the partnership.”[3]
Duty of Care:
- The partners maintain their own conduct and thus have the obligation to remain lawful and avoid any kind of misconduct (i.e., “reckless,” ”negligent,” or “intentional”). [4]
The partnership agreement, as well as the South Dakota partnership laws, require partners to “discharge their duties to the partnership” strictly with good faith and fairness. [5]
Partners retain the right to an action that “furthers the partner’s own interest” but hold the obligation to remain compliant with South Dakota partnership laws. [6]
Liability
State Definitions (7)
Sources
- SD Codified L § 48-7A-404(b)(1) (2023)
- SD Codified L § 48-7A-404(b)(2) (2023)
- SD Codified L § 48-7A-404(b)(3) (2023)
- SD Codified L § 48-7A-404(c) (2023)
- SD Codified L § 48-7A-404(d) (2023)
- SD Codified L § 48-7A-404(e) (2023)
- SD Codified L § 48-7A-306(a) (2023)
- SD Codified L § 48-7A-306(b) (2023)
- SD Codified L § 48-7A-306(c) (2023)
- SD Codified L § 48-7A-306(a) (2023)
- SD Codified L § 48-7A-306(b) (2023)
- SD Codified L § 48-7A-101(6) (2023)
- SD Codified L § 48-7-101(5) (2023)
- SD Codified L § 48-7-101(6) (2023)
- SD Codified L § 48-7-101(7) (2023)
- SD Codified L § 48-7A-101(5) (2023)
- SD Codified L § 48-7A-101(4) (2023)
- SD Codified L § 48-7-101(4)((2023)