South Dakota law currently allows existing limited partnerships to become limited liability limited partnerships through a qualification process, but this bill adds a new option to form a limited liability limited partnership directly from the start by filing a certificate with the secretary of state. This change gives entrepreneurs more flexibility by allowing them to create this type of business entity without first establishing a traditional limited partnership and then converting it. The bill maintains all existing protections and liability rules for both general and limited partners in these entities.
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The amendment creates an alternative pathway for forming a limited liability limited partnership by allowing direct creation through filing a certificate with the secretary of state, rather than requiring an existing limited partnership to convert, which BROADENS the bill to enable both direct formation and conversion methods. It also adds an effective date of January 1, 2027, and makes technical corrections to the conversion requirements.
The enrolled version reorganized and clarified the bill's language without changing its substantive purpose—it restructured how existing limited partnerships qualify as limited liability limited partnerships (requiring partner approval, filing a statement, and adopting the proper name) and explicitly added the ability to form a limited liability limited partnership directly by filing a new certificate, rather than converting an existing entity. This BROADENS the bill by establishing an alternative direct-formation path alongside the conversion pathway for existing partnerships.
Signed by the Governor H.J. 496
Delivered to the Governor H.J. 480
Signed by the President S.J. 434
Signed by the Speaker H.J. 462
Senate Do Pass Amended Passed, YEAS 33, NAYS 0. S.J. 399
Commerce and Energy Certified uncontested, placed on consent S.J. 14
Commerce and Energy Do Pass Passed, YEAS 8, NAYS 0. S.J. 14
Commerce and Energy Scheduled for hearing
Senate Referred to Senate Commerce and Energy S.J. 144
First Reading Senate S.J. 131
House of Representatives Do Pass Amended Passed, YEAS 66, NAYS 0. H.J. 151
House of Representatives Motion to amend H.J. 151
House of Representatives Remove from Consent Calendar H.J. 137
Judiciary Certified uncontested, placed on consent
Judiciary Do Pass Passed, YEAS 13, NAYS 0.
Judiciary Scheduled for hearing
First read in House and referred to House Judiciary H.J. 52
Prime sponsor · Sen.
R
Prime sponsor · Rep.
R
Do Pass Amended
Commerce and Energy — Do Pass
Do Pass Amended
Judiciary — Do Pass