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Legislative updates

Senate Bill 103, effective July 1, 2021, provides for the confidentiality of personal information of persons affiliated with nonprofit corporations.


House Bill 1079, effective July 1, 2021, limits certain actions that may be taken by the executive branch relative to nonprofit corporations and charitable trusts.


House Bill 1090, effective March 3, 2021, amends requirements for domestic not-for-profit corporations concerning emergency bylaws and member meetings.


House Bill 1179, effective November 15, 2020 amends the LLC law to provide that an operating agreement may establish or provide for the establishment of a series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. If certain requirements are met then the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof. Among those requirements are that a certificate of designation is obtained for each series. There are also provisions regarding the registration to do business of foreign LLCs with series and with foreign series.


House Bill 1109, effective July 1, 2020, amends the LLC law regarding the liabilities of members and managers.


House Bill 1114, effective July 1, 2020, authorizes additional abbreviations in naming corporations, limited liability companies, and limited liability partnerships.


Case summaries

UCC – Statute of Repose
Zoss v. Greg Protsch & Mumford & Protsch, 2021 U.S. Dist. LEXIS 68091, decided April 8, 2021. The U.S. District Court, District of South Dakota held that the statute of repose had not run on the plaintiff’s suit alleging the defendants’ preparation and filing of financing statements were defective and the result of attorney malpractice. The financing statements were filed within the three year statute of repose. However, the defendants argued that any occurrence of negligence had to have occurred when the documents were drafted and not when they were filed. The court disagreed, holding that the filing of the financing statements was a part of the transaction and that the occurrence of negligence did not occur until they were filed.


South Dakota – Sales Tax on Remote Sellers
South Dakota v. Wayfair, No. 17-494, decided 6/21/18.  The U.S. Supreme Court, in a 5-4 decision, upheld the Constitutionality of a South Dakota statute that requires out-of-state sellers that meet certain minimum sales or transaction thresholds to collect and remit sales taxes, even if they have no physical presence in the state.  The Court stated that the physical presence rule of Quill Corp. v. North Dakota was unsound and incorrect and no longer controlling precedent.


Other notices

There are no new notices at this time.