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26.393.11 101st Legislative Session 1096
2026 South Dakota Legislature
House Bill 1096
ENROLLED
AN ACT
ENTITLED An Act to allow for the direct creation of a limited liability limited
partnership.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF SOUTH DAKOTA:
Section 1. That § 48-7-1106 be AMENDED:
48-7-1106. 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 cons iders 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 section 2 of this Act.
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.
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HB1096 ENROLLED
Section 2. That a NEW SECTION be added to chapter 48-7:
A limited liability limited partnership may be formed by delivering to the secretary
of state a certificate of limited liability limited partnership. Delivery may be made by
electronic transmission, if and to the extent permitted by the secretary of state. If the
certificate is filed in typewrit ten or printed form and not transmitted electronically, the
secretary of state may require one exact or conformed copy to be delivered with the
certificate.
The certificate must contain:
(1) The name of the limited liability limited partnership, which has as the last words or
letters of its name the words "Registered Limited Liability Limited Partnership," the
abbreviation "L.L.L.P.," or the designation "LLLP";
(2) The street address of the limited liability limited partnership's chief executive office
and, if different, the street address of an office in this state, if any;
(3) If the limited liability limited partnership does not have an office in this state, the
information required pursuant to § 59-11-6;
(4) A statement that the entity elects to be a limited liability limited partnership; and
(5) A deferred effective date, if any.
A limited liability limited partnership is formed when the certificate is filed with the
secretary of state or on a deferred effective date thereafter.
Section 3. This Act is effective beginning January 1, 2027.
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