Changes to Existing Law

26.393.9 26.393.10 101st Legislative Session 1096 2026 South Dakota Legislature House Bill 1096 HOUSE ENGROSSED Introduced by: Representative Mortenson Underscores indicate new language. Overstrikes indicate deleted language. An Act to allow for the direct creation of a limited liability limited partnership. 1 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF SOUTH DAKOTA: 2 Section 1. That § 48-7-1106 be AMENDED: 3 48-7-1106. (a) A limited partnership may become aA limited liability limited 4 partnership by may be qualified or formed as follows: 5 (1) An existing limited partnership, in order to qualify as a limited liability limited 6 partnership, must: 7 (a) Obtaining Obtain approval of the terms and conditions of the limited 8 partnership becoming a limited liability limited partnership by the vote 9 necessary to amend the limited partnership agreement except, in the case 10 of a limited partnership agreement that expressly considers contribution 11 obligations, the vote necessary to amend those provisions, except in a 12 limited partnership with an agreement that expressly considers contribution 13 obligations, in which case by the vote necessary to amend the contribution 14 obligation provisions; 15 (2)(b) Filing File a statement of qualification under subsection 48-7A-1001(c) of 16 the Uniform Partnership Act pursuant to § 48-7A-1001; and 17 (3)(c) Having Have as the last words or letters of its name the words "Registered 18 Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the 19 designation "LLLP." "LLLP;" and 20 (b)(d) A limited liability limited partnership continues to be Continue as the same 21 entity that existed before the filing of a statement of qualification under 22 pursuant to § 48-7A-1001(c) of the Uniform Partnership Act. 23 (2) Alternatively, a limited liability limited partnership may be formed directly by filing 24 a certificate of limited liability limited partnership pursuant to section 2 of this Act. 25 26.393.9 26.393.10 2 1096 Underscores indicate new language. Overstrikes indicate deleted language. (c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act 1 apply to both general and limited partners of a limited liability limited partnership. Section 2 § 48-7-303 also applies to limited partners. Upon qualification or formation, the entity is 3 a limited partnership and a limited liability limited partnership for all purposes of this 4 chapter. 5 Section 2. That a NEW SECTION be added to chapter 48-7: 6 A limited liability limited partnership may be formed by delivering to the secretary 7 of state a certificate of limited liability limited partnership. Delivery may be made by 8 electronic transmission, if and to the extent permitted by the secretary of state. If the 9 certificate is filed in typewritten or printed form and not transmitted electronically, the 10 secretary of state may require one exact or conformed copy to be delivered with the 11 certificate. 12 The certificate must contain: 13 (1) The name of the limited liability limited partnership, which has as the last words or 14 letters of its name the words "Registered Limited Liability Limited Partnership," the 15 abbreviation "L.L.L.P.," or the designation "LLLP"; 16 (2) The street address of the limited liability limited partnership's chief executive office 17 and, if different, the street address of an office in this state, if any; 18 (3) If the limited liability limited partnership does not have an office in this state, the 19 information required pursuant to § 59-11-6; 20 (4) A statement that the entity elects to be a limited liability limited partnership; and 21 (5) A deferred effective date, if any. 22 A limited liability limited partnership is formed when the certificate is filed with the 23 secretary of state or on a deferred effective date thereafter. 24 Section 3. This Act is effective beginning January 1, 2027. 25

26.393.10 26.393.11 101st Legislative Session 1096 2026 South Dakota Legislature House Bill 1096 HOUSE ENGROSSED Introduced by: Representative Mortenson Underscores indicate new language. Overstrikes indicate deleted language. ENROLLED AN ACT ENTITLED An Act to allow for the direct creation of a limited liability limited partnership. 1 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF SOUTH DAKOTA: 2 Section 1. That § 48-7-1106 be AMENDED: 3 48-7-1106. (a) A limited partnership may become aA limited liability limited 4 partnership by may be qualified or formed as follows: 5 (1) An existing limited partnership, in order to qualify as a limited liability limited 6 partnership, must: 7 (a) Obtaining Obtain approval of the terms and conditions of the limited 8 partnership becoming a limited liability limited partnership by the vote 9 necessary to amend the limited partnership agreement except, in the case 10 of a limited partnership agreement that expressly considers contribution 11 obligations, the vote necessary to amend those provisions, agreement, except in a 12 limited partnership with an agreement that expressly considers contribution 13 obligations, in which case by the vote necessary to amend the contribution 14 obligation provisions; 15 (2)(b) Filing (b) File a statement of qualification under subsection 48-7A-1001(c) of 16 the Uniform Partnership Act pursuant to § 48-7A-1001; and 17 (3)(c) Having (c) Have as the last words or letters of its name the words "Registered 18 Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the 19 designation "LLLP." "LLLP;" and 20 (b)(d) A limited liability limited partnership continues to be (d) Continue as the same 21 entity that existed before the filing of a statement of qualification under 22 pursuant to § 48-7A-1001(c) of the Uniform Partnership Act. 23 48-7A-1001(c). (2) Alternatively, a limited liability limited partnership may be formed directly by filing 24 a certificate of limited liability limited partnership pursuant to section 2 of this Act. 25 26.393.10 2 1096 Underscores indicate new language. Overstrikes indicate deleted language. (c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act 1 apply to both general and limited partners of a limited liability limited partnership. Section 2 § 48-7-303 also applies to limited partners. Upon qualification or formation, the entity is 3 a limited partnership and a limited liability limited partnership for all purposes of this 4 chapter. 5 26.393.11 2 1096 HB1096 ENROLLED Section 2. That a NEW SECTION be added to chapter 48-7: 6 A limited liability limited partnership may be formed by delivering to the secretary 7 of state a certificate of limited liability limited partnership. Delivery may be made by 8 electronic transmission, if and to the extent permitted by the secretary of state. If the 9 certificate is filed in typewritten or printed form and not transmitted electronically, the 10 secretary of state may require one exact or conformed copy to be delivered with the 11 certificate. 12 The certificate must contain: 13 (1) The name of the limited liability limited partnership, which has as the last words or 14 letters of its name the words "Registered Limited Liability Limited Partnership," the 15 abbreviation "L.L.L.P.," or the designation "LLLP"; 16 (2) The street address of the limited liability limited partnership's chief executive office 17 and, if different, the street address of an office in this state, if any; 18 (3) If the limited liability limited partnership does not have an office in this state, the 19 information required pursuant to § 59-11-6; 20 (4) A statement that the entity elects to be a limited liability limited partnership; and 21 (5) A deferred effective date, if any. 22 A limited liability limited partnership is formed when the certificate is filed with the 23 secretary of state or on a deferred effective date thereafter. 24 Section 3. This Act is effective beginning January 1, 2027. 25 26.393.11 3 1096 HB1096 ENROLLED An Act to allow for the direct creation of a limited liability limited partnership. I certify that the attached Act originated in the: House as Bill No. 1096 Chief Clerk of the House Speaker of the House Attest: Chief Clerk of the House President of the Senate Attest: Secretary of the Senate House Bill No. 1096 File No. ____ Chapter No. ______ Received at this Executive Office this _____ day of _____________, 2026 at ____________M. By for the Governor The attached Act is hereby approved this ________ day of ______________, A.D., 2026 Governor STATE OF SOUTH DAKOTA, ss. Office of the Secretary of State Filed ____________, 2026 at _________ o'clock __M. Secretary of State By Asst. Secretary of State