S.D. Codified Laws § 47-23-30 — SD Code / Title 47 / Chapter 23 / Section 47-23-30
Person not immune where negligent operation of vehicle caused injury
Status: in_force

No immunity provided in §§ 47-23-28 to 47-23-32 , inclusive, extends to any person causing personal injury or wrongful death resulting from the negligent operation of a motor vehicle.

Source: SL 1987, ch 344, § 3.
S.D. Codified Laws § 47-13-3 — SD Code / Title 47 / Chapter 13 / Section 47-13-3
Veterinary license required for all officers, directors, and shareholders
Status: in_force

All of the officers, directors, and shareholders of a corporation subject to this chapter shall at all times be persons licensed pursuant to the Veterinary Practice Act. No person who is not so licensed shall have any part in the ownership, or control of such corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so licensed.

Source: SL 1964, ch 20, § 14.
S.D. Codified Laws § 47-22-52 — SD Code / Title 47 / Chapter 22 / Section 47-22-52
Powers of corporation--Perpetual succession
Status: in_force

Each corporation shall have power to have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

Source: SDC 1939, § 11.1405; SL 1965, ch 24, § 5 (1).
S.D. Codified Laws § 47-25-4 — SD Code / Title 47 / Chapter 25 / Section 47-25-4
Articles of consolidation as governing new corporation
Status: in_force

When a consolidation has been effected pursuant to this chapter, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under chapter 47-22 shall be deemed to be the articles of incorporation of the new corporation.

Source: SL 1965, ch 24, § 44 (6).
S.D. Codified Laws § 47-34A-202.2 — SD Code / Title 47 / Chapter 34A / Section 47-34A-202.2
Certificate of organization
Status: in_force

Upon the issuance of the certificate of organization, the limited liability company shall be considered organized, and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability company has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the limited liability company.

No limited liability company may transact business or incur indebtedness, except that which is incidental to its organization, or except for obtaining subscriptions for or payment of contributions, until the secretary of state has issued a certificate of organization.

Source: SL 1998, ch 272, § 202.2.
S.D. Codified Laws § 47-11F-14 — SD Code / Title 47 / Chapter 11F / Section 47-11F-14
Exercise of powers accorded by governing law--Conditions
Status: in_force

A professional corporation may exercise any powers accorded it by its generally applicable governing law, so long as the professional corporation exercises those powers solely to provide the pertinent professional services or to accomplish tasks ancillary to providing those services.

Source: SL 2000, ch 219, § 14.
S.D. Codified Laws § 47-34A-904 — SD Code / Title 47 / Chapter 34A / Section 47-34A-904
Filings required for merger--Effective date
Status: in_force

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:

(1) Each constituent limited liability company, as provided in § 47-34A-205 ; and

(2) Each other constituent organization, as provided in its governing statute.

(b) Articles of merger under this section must include:

(1) The name and form of each constituent organization and the jurisdiction of its governing statute;

(2) The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;

(3) The date the merger is effective under the governing statute of the surviving organization;

(4) If the surviving organization is to be created by the merger:

(A) If it will be a limited liability company, the company's certificate of organization; or

(B) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;

(5) If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;

(6) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(7) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of § 47-34A-905(b); and

(8) Any additional information required by the governing statute of any constituent organization.

(c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.

(d) A merger becomes effective under this article:

(1) If the surviving organization is a limited liability company, upon the later of:

(A) Compliance with subsection (c); or

(B) Subject to § 47-34A-206 , as specified in the articles of merger; or

(2) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.

Source: SL 1998, ch 272, § 904; SL 2013, ch 233, § 18.
S.D. Codified Laws § 47-1A-141.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141.3
Address of written notice
Status: in_force

Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Source: SL 2005, ch 239, § 23; SL 2008, ch 275, § 30.
S.D. Codified Laws § 47-1A-640.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640.2
Factors used to measure effect of distribution
Status: in_force

Except as provided in § 47-1A-640.4 , the effect of a distribution under § 47-1A-640.1 is measured:

(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of the date money or other property is transferred or debt incurred by the corporation, or the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization, or the date the payment is made if it occurs more than one hundred twenty days after the date of authorization.

Source: SL 2005, ch 239, § 82.
S.D. Codified Laws § 47-1A-921.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-921.3
Certificate of authority to transact business by foreign corporation cancelled upon domestication
Status: in_force

If the foreign corporation is authorized to transact business in this state under §§ 47-1A-1501 to 47-1A-1532 , inclusive, its certificate of authority shall be cancelled automatically on the effective date of its domestication.

Source: SL 2005, ch 239, § 205.
S.D. Codified Laws § 47-1A-842 — SD Code / Title 47 / Chapter 1A / Section 47-1A-842
Standards of conduct for officers
Status: in_force

An officer, when performing in such capacity, shall act:

(1) In good faith;

(2) With the care that a person in a like position would reasonably exercise under similar circumstances; and

(3) In a manner the officer reasonably believes to be in the best interests of the corporation.

Source: SL 2005, ch 239, § 166.
S.D. Codified Laws § 47-11B-3 — SD Code / Title 47 / Chapter 11B / Section 47-11B-3
Optometric license required for officers, directors and shareholders
Status: in_force

All of the officers, directors, and shareholders of a corporation created by this chapter shall at all times be persons registered pursuant to the provisions of chapter 36-7 . No person who is not so licensed shall have any part in the ownership or control of such corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so registered.

Source: SL 1972, ch 249, § 3.
S.D. Codified Laws § 47-25A-19 — SD Code / Title 47 / Chapter 25A / Section 47-25A-19
Conversion of domestic business corporation to domestic nonprofit corporation
Status: in_force

A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion only if incorporating pursuant to this chapter is not prohibited by any other law of this state. If the law of a domestic business corporation does not provide procedures for the approval of either a nonprofit conversion or a merger, a plan of nonprofit conversion must be adopted and approved, and the conversion effectuated in accordance with this chapter.

Source: SL 2016, ch 221, § 34.
S.D. Codified Laws § 47-34A-404.1 — SD Code / Title 47 / Chapter 34A / Section 47-34A-404.1
Management of limited liability company
Status: in_force

(a) In a member - managed company:

(1) Each member has equal rights in the management and conduct of the company's business; and

(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members.

(b) In a manager - managed company:

(1) Each manager has equal rights in the management and conduct of the company's business;

(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and

(3) A manager:

(i) Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and

(ii) Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.

(c) The only matters of a member - or manager - managed company's business requiring the consent of all of the members are:

(1) The amendment of the operating agreement under § 47-34A-103 ;

(2) The authorization or ratification of acts or transactions under § 47-34A-103(b)(2)(ii) which would otherwise violate the duty of loyalty;

(3) An amendment to the articles of organization under § 47-34A-204 ;

(4) The compromise of an obligation to make a contribution under § 47-34A-402(b);

(5) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;

(6) The making of interim distributions under § 47-34A-405(a), including the redemption of an interest;

(7) The admission of a new member;

(8) The use of the company's property to redeem an interest subject to a charging order;

(9) The consent to dissolve the company under § 47-34A-801(a)(2);

(10) A waiver of the right to have the company's business wound up and the company terminated under § 47-34A-802(b);

(11) The consent of members to merge with another entity under § 47-34A-904(c)(1); and

(12) The sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill.

(d) Action requiring the consent of members or managers under this chapter may be taken without a meeting.

(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney - in - fact.

Source: SL 1998, ch 272, § 404.1.
S.D. Codified Laws § 47-29-20 — SD Code / Title 47 / Chapter 29 / Section 47-29-20
Improvements on cemetery lands--Prohibited uses
Status: in_force

A cemetery corporation shall have power to inclose, improve, and embellish its grounds, avenues and walks, and to erect buildings or vaults for its use and to prescribe in its bylaws rules for the sale, inclosure, or ornamentation of lots and for erecting monuments or gravestones thereon; and to prohibit any use, division, improvement, or ornamentation of any lot which the corporation may deem improper; and to make other bylaws and acts to the end that all the appliances, conveniences, and benefits of the public and private cemetery may be obtained and secured.

Source: SDC 1939, § 11.1908.
S.D. Codified Laws § 47-1A-627.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-627.1
Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction
Status: in_force

A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 47-1A-626 . Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction on the transfer or registration of transfer of shares is authorized:

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) To preserve exemptions under federal or state securities law;

(3) For any other reasonable purpose.

Source: SL 2005, ch 239, § 75.
S.D. Codified Laws § 47-34A-1102 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1102
Derivative action
Status: in_force

A member may maintain a derivative action to enforce a right of a limited liability company if:

(1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or

(2) A demand under paragraph (1) would be futile.

Source: SL 1998, ch 272, § 1102; SL 2013, ch 233, § 40.
S.D. Codified Laws § 47-34A-405 — SD Code / Title 47 / Chapter 34A / Section 47-34A-405
Sharing of and right to distributions
Status: in_force

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.

(b) A member has no right to receive, and may not be required to accept, a distribution in kind.

(c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.

Source: SL 1998, ch 272, § 405.
S.D. Codified Laws § 47-20-16 — SD Code / Title 47 / Chapter 20 / Section 47-20-16
Registered agent required
Status: in_force

Each corporation shall have and continuously maintain in this state a registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office, or a domestic corporation, or a foreign corporation authorized to do or engage in any business in this state, or a domestic limited liability company, or a domestic limited liability partnership, having a business office identical with such registered office.

Source: SL 1977, ch 381, § 3; SL 2006, ch 228, § 4.
S.D. Codified Laws § 47-22-72 — SD Code / Title 47 / Chapter 22 / Section 47-22-72
Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation
Status: in_force

Notwithstanding § 47-22-69 , the fact that a corporation is without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the attorney general, as provided in chapter 47-26 , to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.

Source: SL 1965, ch 24, § 6 (3).
S.D. Codified Laws § 47-21-14 — SD Code / Title 47 / Chapter 21 / Section 47-21-14
Quorum of directors
Status: in_force

A majority of the board of directors of a cooperative shall constitute a quorum.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (3).
S.D. Codified Laws § 47-10-24 — SD Code / Title 47 / Chapter 10 / Section 47-10-24
Applicability of other laws
Status: in_force

The provisions of §§ 47-1A-101 to 47-1A-863.3 , inclusive, §§ 47-1A-1401 to 47-1A-1440 , inclusive, and §§ 47-1A-1601 to 47-1A-1621.3, inclusive, shall apply to corporations incorporated under this chapter, insofar as they may be applicable and not inconsistent with this chapter.

Source: SL 1957, ch 314, § 8; SDC Supp 1960, § 55.6008; SL 2005, ch 202, § 3.
S.D. Codified Laws § 47-21-8 — SD Code / Title 47 / Chapter 21 / Section 47-21-8
Amendment of articles--Procedure--Two-thirds vote required
Status: in_force

A cooperative may amend its articles of incorporation by complying with the requirements of this section and § 47-21-9 , provided, however, that a change of location of principal office may be effected in the manner set forth in § 47-21-76 . The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two - thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice - president and its seal shall be affixed thereto and attested by its secretary.

Source: SL 1947, ch 33, § 15; SDC Supp 1960, § 11.2215.
S.D. Codified Laws § 47-22-34 — SD Code / Title 47 / Chapter 22 / Section 47-22-34
Changing number of board of directors--Bylaws controlling absent provision in articles
Status: in_force

Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

Source: SL 1965, ch 24, § 31.
S.D. Codified Laws § 47-11G-1 — SD Code / Title 47 / Chapter 11G / Section 47-11G-1
Definition of terms
Status: in_force

As used in this chapter:

(1) "Articles of incorporation," includes the articles of organization of a limited liability company;

(2) "Corporation," includes both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Limited Liability Company Act;

(3) "Director" or "officer," includes any manager of a limited liability company or the members of a limited liability company that does not have managers;

(4) "Incorporation," includes the organization of a limited liability company;

(5) "Shareholders," includes the members of a limited liability company; and

(6) "Shares," includes membership interests in a limited liability company.

Source: SL 2022, ch 167, § 1.
S.D. Codified Laws § 47-13-21 — SD Code / Title 47 / Chapter 13 / Section 47-13-21
Citation of chapter
Status: in_force

This chapter may be cited as "The Veterinary Corporation Act."

Source: SL 1964, ch 20, § 1.
S.D. Codified Laws § 47-1A-853.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-853.1
Authorizations under §47-1A-853--Board of directors or shareholders
Status: in_force

Authorizations under § 47-1A-853 shall be made:

(1) By the board of directors:

(a) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or

(b) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with § 47-1A-824 , in which authorization directors who do not qualify as disinterested directors may participate; or

(2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted, on the authorization.

Source: SL 2005, ch 239, § 176.
S.D. Codified Laws § 47-16-48 — SD Code / Title 47 / Chapter 16 / Section 47-16-48
Ratio of patronage as determining payment to patron
Status: in_force

All the remainder of the net proceeds of a cooperative after reserves created pursuant to § 47-16-47 shall be distributed and paid to patrons in accordance with the ratio which their patronage bears to total patronage.

Source: SDC 1939, § 11.1131 (3) (b) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-75 — SD Code / Title 47 / Chapter 14A / Section 47-14A-75
Costs and attorney's fees of successful derivative action
Status: in_force

If a derivative action is successful, in whole or in part, or if anything is received by a business trust as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the business trust the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the business trust.

Source: SL 2001, ch 245, § 75.
S.D. Codified Laws § 47-27-11 — SD Code / Title 47 / Chapter 27 / Section 47-27-11
Certificate as requisite for doing business
Status: in_force

No foreign corporation shall have the right to do or engage in any business in this state until it shall have procured a certificate of authority so to do from the secretary of state.

Source: SL 1965, ch 24, § 65.
S.D. Codified Laws § 47-13B-15 — SD Code / Title 47 / Chapter 13B / Section 47-13B-15
Pension and insurance plans for employees
Status: in_force

A professional service corporation may adopt a pension, profit - sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees including lay employees, providing that such plan does not require or result in the sharing of specific or identifiable fees with any lay employees and any payments made to lay employees or into any such plan in behalf of lay employees are based upon their compensation or length of service, or both, rather than the amount of fees or income received.

Source: SL 1971, ch 260, § 3.
S.D. Codified Laws § 47-10-13 — SD Code / Title 47 / Chapter 10 / Section 47-10-13
Accumulation of surplus--Use of surplus
Status: in_force

Any business development credit corporation shall set apart as a surplus not less than ten percent of its net earnings each year until such surplus, with any unimpaired surplus paid in, shall amount to one - half of the capital stock. The surplus shall be kept to secure against losses and contingencies, and whenever it becomes impaired it shall be reimbursed in the manner provided for its accumulation.

Source: SL 1957, ch 314, § 6; SDC Supp 1960, § 55.6006.
S.D. Codified Laws § 47-1A-806 — SD Code / Title 47 / Chapter 1A / Section 47-1A-806
Staggered terms for directors
Status: in_force

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing as close to one-half or one-third of the total as possible. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.

Source: SL 2005, ch 239, § 141.
S.D. Codified Laws § 47-21-45 — SD Code / Title 47 / Chapter 21 / Section 47-21-45
Circumstances under which property may be transferred--Majority vote required--Transfer to security holders
Status: in_force

A cooperative may not, except as provided by § 47-21-44 , sell, lease, or otherwise dispose of all or a substantial portion of its property unless such sale, lease, or other disposition is authorized by the affirmative vote of not less than a majority of all members of the cooperative; members voting thereon must be present and vote in person; provided however, that notwithstanding any other provision of this chapter, or any other provisions of law, the board of directors may, upon the authorization of a majority of all members of a cooperative at a meeting of the members thereof, called for that purpose, sell, lease, or otherwise dispose of all or a substantial portion of its property to another cooperative or to the holder or holders of any notes, bonds or other evidences of indebtedness issued to United States of America or any agency or instrumentality thereof or any other lender.

Source: SL 1947, ch 33, § 24; SDC Supp 1960, § 11.2224 (2); SL 1961, ch 28; SL 1971, ch 259, § 2.
S.D. Codified Laws § 47-11F-5 — SD Code / Title 47 / Chapter 11F / Section 47-11F-5
Action upon application--Duration of certificate
Status: in_force

Upon receipt of an application made pursuant to § 47-11F-4 , each licensing board shall investigate the proposed professional corporation. If the board finds that the shareholders and professional employees within its jurisdiction are properly licensed and have no disciplinary action pending before the board and if it appears that the corporation will be conducted in compliance with the law and rules of the board, the board shall issue an annually renewable certificate of registration upon payment of a registration fee in an amount to be established by rule pursuant to chapter 1-26 . The application for renewal of a certificate of registration must report any change in status of the corporation or its shareholders. The corporation shall promptly report to any licensing board having jurisdiction the occurrence of any event mentioned in subdivisions 47-11F-8(1), (2), and (3).

Source: SL 2000, ch 219, § 5.
S.D. Codified Laws § 47-34A-902 — SD Code / Title 47 / Chapter 34A / Section 47-34A-902
Merger
Status: in_force

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§ 47-34A-903 to 47-34A-905 , inclusive, and a plan of merger, if:

(1) The governing statute of each of the other organizations authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and

(3) Each of the other organizations complies with its governing statute in effecting the merger.

(b) A plan of merger must be in a record and must include:

(1) The name and form of each constituent organization;

(2) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;

(4) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and

(5) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.

Source: SL 1998, ch 272, § 902; SL 2013, ch 233, § 16.
S.D. Codified Laws § 47-1A-1325 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1325
Withholding of payment for after-acquired shares
Status: in_force

A corporation may elect to withhold payment required by § 47-1A-1324 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision 47-1A-1322.1 (1).

Source: SL 2005, ch 239, § 295.
S.D. Codified Laws § 47-21-63 — SD Code / Title 47 / Chapter 21 / Section 47-21-63
Powers of cooperative--Dealing in property and equipment
Status: in_force

A cooperative may construct, purchase, lease as lessee, or otherwise acquire, and equip, maintain, and operate, and sell, assign, convey, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, transmission and distribution lines or systems, electric generating plants, land, buildings, structures for office, distribution of energy or warehousing, dams, plants and equipment, which are necessary to accomplish the purpose for which the cooperative is organized.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (5); SL 1994, ch 349, § 2.
S.D. Codified Laws § 47-29-6 — SD Code / Title 47 / Chapter 29 / Section 47-29-6
Directors required to be members
Status: in_force

Each director of a cemetery corporation shall be a member of the cemetery corporation.

Source: SDC 1939, § 11.1903; SL 1983, ch 329, § 2.
S.D. Codified Laws § 47-12-3 — SD Code / Title 47 / Chapter 12 / Section 47-12-3
Only dentists or qualified entities to have ownership or control of entity
Status: in_force

Each director, manager, member, partner, and shareholder of an entity subject to this chapter shall be a dentist licensed pursuant to chapter 36-6A or a qualified entity. No person other than a licensed dentist or a qualified entity may have any part in the ownership or control of an entity subject to this chapter, nor may any proxy to vote any shares of such entity be given to a person who is not so licensed.

For purposes of this chapter, the term, qualified entity, means any entity subject to this chapter that meets all of the following standards:

(1) Each director, manager, member, partner, and shareholder of the entity shall be a dentist licensed under chapter 36-6A ;

(2) The entity is registered to do business in this state; and

(3) The entity has a certificate of registration under this chapter from the State Board of Dentistry.

Source: SL 1963, ch 35, § 14; SL 1970, ch 255, § 3; SL 2017, ch 194, § 4.
S.D. Codified Laws § 47-31B-506 — SD Code / Title 47 / Chapter 31B / Section 47-31B-506
Misrepresentations concerning registration or exemption
Status: in_force

The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the director that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the director has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.

Source: SL 2004, ch 278, § 34.
S.D. Codified Laws § 47-21-29 — SD Code / Title 47 / Chapter 21 / Section 47-21-29
Submission of merger proposition to members--Notice of meeting
Status: in_force

The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall have attached thereto a copy of the proposed articles of merger.

Source: SL 1947, ch 33, § 18; SDC Supp 1960, § 11.2218 (1).
S.D. Codified Laws § 47-25A-20 — SD Code / Title 47 / Chapter 25A / Section 47-25A-20
Plan of nonprofit conversion
Status: in_force

(a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include:

(1) The terms and conditions of the conversion;

(2) The manner and basis of reclassifying the shareholders in the corporation;

(3) Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion;

(4) The articles of incorporation to be in effect immediately following the conversion; and

(5) Any of the terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.

The plan for nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion.

(b) After the plan for nonprofit conversion is authorized, the articles of conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative.

The articles shall set forth:

(1) The name of the corporation immediately before the filing of the articles of conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § § 47-22-7 and 47-22-8.1 ;

(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of conversion and the date the corporation was incorporated; and

(3) A statement that the conversion of the corporation in this state was duly authorized as required by the laws of this state.

(c) The articles of conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in § 47-22-6 and any other desired provisions permitted to be included. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic business corporation must be included.

(d) The articles of nonprofit conversion must be delivered to the Office of the Secretary of State for filing.

Source: SL 2016, ch 221, § 35.
S.D. Codified Laws § 47-1A-955.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-955.3
Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation
Status: in_force

The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as follows:

(1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion;

(2) The interest holder does not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion;

(3) The provisions of the organic law of the unincorporated entity continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the conversion had not occurred;

(4) The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (1), as if the conversion had not occurred.

Source: SL 2005, ch 239, § 233.
S.D. Codified Laws § 47-16-33 — SD Code / Title 47 / Chapter 16 / Section 47-16-33
Liability on securities wrongfully transferred--Notice
Status: in_force

A cooperative is not liable for acting upon wrongful transfers of its securities unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful.

Source: SDC 1939, § 11.1122 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-90 — SD Code / Title 47 / Chapter 14A / Section 47-14A-90
Conversion to be approved under business entity's governing instrument
Status: in_force

Prior to filing a certificate of conversion to business trust with the Office of the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other business entity and the conduct of its business or by applicable law, as appropriate, and a governing instrument shall be approved by the same authorization required to approve the conversion.

Source: SL 2001, ch 245, § 90.
S.D. Codified Laws § 47-26-2 — SD Code / Title 47 / Chapter 26 / Section 47-26-2
Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required
Status: in_force

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two - thirds of the votes entitled to be cast by members present or represented by proxy.

Source: SL 1965, ch 24, § 47 (1).
S.D. Codified Laws § 47-15-1 — SD Code / Title 47 / Chapter 15 / Section 47-15-1
Definitions
Status: in_force

Terms used in chapters 47-15 to 47-20 , inclusive, mean:

(1) "Articles," articles of incorporation;

(2) "Cooperative," a cooperative corporation which is subject to the provisions of chapters 47-15 to 47-20 , inclusive;

(3) "Corporation," a corporation which is not a cooperative;

(4) "Electronic transmission" or "electronically transmitted," any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;

(5) "Entity," a domestic and foreign corporation, limited liability company, partnership, cooperative or other legal entity, trust, domestic and foreign unincorporated entity or association, and bodies politic;

(6) "Foreign cooperative," a cooperative association organized and operated on a cooperative basis under the laws of any other state, territory, or possession of the United States, or of the District of Columbia or any foreign state, province, or country;

(7) "Individual," any natural person;

(8) "Member," a person who has been qualified and accepted for membership in a cooperative;

(9) "Patron," any person who purchases products or services provided in the normal course of the business of a cooperative. The term "patron" does not include a telecommunications company which purchases any products or services from a telecommunications cooperative or pays any fees or settlements to a telecommunications cooperative, other than local telecommunications services; and

(10) "Person," an entity or individual entity.

Source: SDC 1939 § 11.1101; SL 1949, ch 23; SL 1965, ch 23, § 1; SL 1987, ch 342; SL 1994, ch 351, § 120; SL 2018, ch 260, § 1.
S.D. Codified Laws § 47-29-10 — SD Code / Title 47 / Chapter 29 / Section 47-29-10
Other laws applicable to nonperpetual care cemeteries
Status: in_force

Any nonperpetual care cemetery, including nonperpetual care cemetery organizations excepted from the provisions of chapter 55-12 by § 55-12-1 , shall be subject to the duties imposed and the rights provided by §§ 47-29-8 and 47-29-9 .

Source: SDC Supp 1960, § 11.19A11 as enacted by SL 1966, ch 18.
S.D. Codified Laws § 47-25A-8 — SD Code / Title 47 / Chapter 25A / Section 47-25A-8
For-profit conversion--Plan of for-profit conversion
Status: in_force

(a) A domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.

(b) A domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion.

(c) The plan of for-profit conversion must include:

(1) The terms and conditions of the conversion;

(2) The manner and basis of:

(i) Issuing at least one share in the corporation following its conversion; and

(ii) Otherwise reclassifying the memberships in the corporation, if any, following its conversion into shares and other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;

(3) Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion; and

(4) If the domestic nonprofit corporation is to be converted to a foreign business corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.

(d) The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended without the approval of the members to change:

(1) The amount or kind of shares and other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the members under the plan;

(2) The articles of incorporation to be in effect immediately following the conversion; or

(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.

(e) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before July 1, 2016 contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended subsequent to that date.

(f) The attorney general shall be provided with notice of the proposed for-profit conversion at least ten days prior to any conversion.

Source: SL 2016, ch 221, § 23.
S.D. Codified Laws § 47-14A-62 — SD Code / Title 47 / Chapter 14A / Section 47-14A-62
Reservation of name--Application--Duration--Transfer--Cancellation
Status: in_force

The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, together with a duplicate copy, which may either be a signed or conformed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name is available for use by a business trust, the secretary shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may again reserve the same name for successive one hundred twenty - day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice of cancellation, executed by the applicant or transferee, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Any duplicate copy filed with the secretary of state, as required by this section, shall be returned by the secretary of state to the person who filed it or that person's representative with a notation thereon of the action taken with respect to the original copy thereof by the secretary of state.

Source: SL 2001, ch 245, § 62.
S.D. Codified Laws § 47-24-18 — SD Code / Title 47 / Chapter 24 / Section 47-24-18
Definitions
Status: in_force

Terms as used in §§ 47-24-19 and 47-24-20 mean:

(1) "Nonprofit corporation," as defined in § 47-22-1 ;

(2) "Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021.

Source: SL 2021, ch 196, § 1.
S.D. Codified Laws § 47-1A-1502.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1502.2
Penalties for transacting business without certificate of authority--Collection
Status: in_force

A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of one thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this section.

Notwithstanding § 47-1A-1502 , the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

Source: SL 2005, ch 239, § 350.
S.D. Codified Laws § 47-25-21 — SD Code / Title 47 / Chapter 25 / Section 47-25-21
Effect of merger or consolidation of foreign and domestic corporation
Status: in_force

The effect of a merger or consolidation described in § 47-25-18 shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state.

Source: SL 1965, ch 24, § 45.
S.D. Codified Laws § 47-34A-301 — SD Code / Title 47 / Chapter 34A / Section 47-34A-301
Agency of members and managers
Status: in_force

(a) Subject to subsections (b) and (c):

(1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(2) An act of a member which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.

(b) Subject to subsection (c), in a manager - managed company:

(1) A member is not an agent of the company for the purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(2) An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under § 47-34A-404.1 .

(c) Unless the articles of organization limit their authority, any member of a member - managed company or manager of a manager - managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.

Source: SL 1998, ch 272, § 301.
S.D. Codified Laws § 47-14B-19 — SD Code / Title 47 / Chapter 14B / Section 47-14B-19
Service of process on unregistered foreign business trust
Status: in_force

Any foreign business trust which does business in the state without having registered under this chapter shall be deemed to have thereby appointed and constituted the secretary of state its agent for the acceptance of legal process in any civil action, suit, or proceeding against it in any state or federal court in the state arising or growing out of any business done by it within the state. The doing of business in the state by such foreign business trust shall be a signification of the agreement of such foreign business trust that any such process when so served shall be of the same legal force and validity as if served upon an authorized manager or agent personally within the state.

Source: SL 2001, ch 245, § 115.
S.D. Codified Laws § 47-1A-1103.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103.2
Procedures for approval of share exchange if not in organic law of entity
Status: in_force

If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in §§ 47-1A-1101 to 47-1A-1108 , inclusive, and §§ 47-1A-1301 to 47-1A-1331.2 , inclusive. For the purposes of applying §§ 47-1A-1101 to 47-1A-1108 , inclusive, and §§ 47-1A-1301 to 47-1A-1331.2 , inclusive:

(1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and

(2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.

Source: SL 2005, ch 239, § 257.
S.D. Codified Laws § 47-11D-8 — SD Code / Title 47 / Chapter 11D / Section 47-11D-8
Certificate of registration required--Application
Status: in_force

No corporation may open, operate, or maintain an establishment for practicing as physician's assistants without a certificate of registration from the State Board of Medical and Osteopathic Examiners hereinafter referred to as the board. Application for such registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.

Source: SL 1993, ch 337, § 8.
S.D. Codified Laws § 47-1A-122 — SD Code / Title 47 / Chapter 1A / Section 47-1A-122
Fees for filing and service--Recovery as costs
Status: in_force

The secretary of state shall collect the following fees when the documents described in this section are delivered for filing:

(1) Articles of incorporation, one hundred fifty dollars;

(2) Application for use of indistinguishable name, twenty-five dollars;

(3) Application for reserved name, twenty-five dollars;

(4) Notice of transfer of reserved name, fifteen dollars;

(5) Application for registered name, twenty-five dollars;

(6) Application for renewal of registered name filed between October first and December thirty-first each year to extend the registration for the following year, fifteen dollars;

(7) Articles of domestication, one hundred fifty dollars;

(8) Articles of charter surrender, one hundred fifty dollars;

(9) Articles of domestication and conversion, one hundred fifty dollars;

(10) Articles of entity conversion, one hundred fifty dollars;

(11) Amendment of articles of incorporation, sixty dollars;

(12) Restatement of articles of incorporation, sixty dollars;

(13) Articles of merger or share exchange, sixty dollars;

(14) Articles of dissolution, ten dollars;

(15) Articles of revocation of dissolution, ten dollars;

(16) Certificate of administrative dissolution, no charge;

(17) Application for reinstatement following administrative dissolution, three hundred dollars, plus any delinquent annual report filing fees and associated penalty fees for the period before the reinstatement application;

(18) Certificate of reinstatement, no charge;

(19) Certificate of judicial dissolution, no charge;

(20) Application for certificate of authority, seven hundred fifty dollars;

(21) Application for amended certificate of authority, two hundred fifty dollars;

(22) Application for certificate of withdrawal, ten dollars;

(23) Application for transfer of authority, twenty-five dollars;

(24) Certificate of revocation of authority to transact business, no charge;

(25) Annual report, fifty-five dollars;

(26) Fee imposed on any entity that does not file or refuses to file an annual report within the time prescribed, fifty-five dollars in addition to the annual report filing fee;

(27) Articles of correction, twenty-five dollars;

(28) Application for certificate of existence or authorization, twenty dollars;

(29) Amended annual report, thirty dollars; and

(30) Any other document required or permitted to be filed by this chapter, twenty dollars.

The secretary of state shall collect a fee of thirty dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.

Source: SL 2005, ch 239, § 7; SL 2008, ch 275, § 27; SL 2009, ch 4, § 12; SL 2015, ch 258, § 2, eff. Jan. 1, 2016; SL 2016, ch 2, § 5; SL 2025, ch 189, § 1.
S.D. Codified Laws § 47-22-65.6 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.6
Powers of corporation--Purchase and maintenance of liability insurance
Status: in_force

Any nonprofit corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in such capacity, or arising out of such status, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of §§ 47-22-65.1 to 47-22-65.8 , inclusive.

Source: SL 1986, ch 388, § 7; SL 1994, ch 351, § 125.
S.D. Codified Laws § 47-1A-203 — SD Code / Title 47 / Chapter 1A / Section 47-1A-203
Incorporation
Status: in_force

Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. The Office of the Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

Source: SL 2005, ch 239, § 32.
S.D. Codified Laws § 47-13B-13 — SD Code / Title 47 / Chapter 13B / Section 47-13B-13
Articles of incorporation filed with board of accountancy--List of shareholders and professional employees--Notice of changes
Status: in_force

A copy certified by the secretary of state of the articles of incorporation of any corporation formed pursuant to this chapter shall be filed with the secretary of the South Dakota Board of Accountancy, together with a certified copy of all amendments thereto. At the time of filing the original articles with the secretary, the corporation shall file with him a written list of shareholders setting forth the names and addresses of each and a written list containing the names and addresses for all persons who are not shareholders who are employed by the corporation and who are authorized to practice accounting in South Dakota. Within thirty days after any change in such shareholders or employees a written list setting forth the information required by the preceding sentence shall be filed with the said secretary.

Source: SL 1971, ch 260, § 2.
S.D. Codified Laws § 47-18-24 — SD Code / Title 47 / Chapter 18 / Section 47-18-24
Appointment of trustee for property
Status: in_force

When no trustee mentioned in § 47-18-23 can be found, the circuit court for the county where the property is located has power to appoint trustees upon application of any person having an interest in such property or its disposition.

Source: SDC 1939, § 11.1146 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-602 — SD Code / Title 47 / Chapter 34A / Section 47-34A-602
Member's power to dissociate; wrongful dissociation
Status: in_force

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to § 47-34A-601(1).

(b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:

(1) It is in breach of an express provision of the agreement; or

(2) Before the expiration of the term specified in the articles of organization if any:

(i) The member withdraws by express will;

(ii) The member is expelled by judicial determination under § 47-34A-601(6);

(iii) The member is dissociated by becoming a debtor in bankruptcy; or

(iv) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.

(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.

Source: SL 1998, ch 272, § 602.
S.D. Codified Laws § 47-14A-92 — SD Code / Title 47 / Chapter 14A / Section 47-14A-92
Disposition of rights and interests of business entity upon conversion
Status: in_force

In connection with a conversion pursuant to this chapter, rights or securities of, or interests in, the other business entity which is to be converted to a business trust may be exchanged for or converted into cash, property, rights, or securities of, or interests in, such business trust or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, another business trust or other business entity.

Source: SL 2001, ch 245, § 92.
S.D. Codified Laws § 47-11E-16 — SD Code / Title 47 / Chapter 11E / Section 47-11E-16
Standards of professional conduct--Compliance
Status: in_force

The corporation may not do anything which if done by a nurse employed by it would violate the standards of professional conduct established for such nurse pursuant to law. The corporation shall at all times comply with the standards of professional conduct established by the South Dakota Board of Nursing and the provisions of this chapter.

Source: SL 1996, ch 228, § 16.
S.D. Codified Laws § 47-13A-2.2 — SD Code / Title 47 / Chapter 13A / Section 47-13A-2.2
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

An obligation of a professional corporation or limited liability company formed pursuant to chapter 47-11A , 47-11B , 47-11C , 47-11D , 47-11E , 47-13A , or 47-13B , whether arising in contract, tort, or otherwise, is the obligation of the professional corporation or limited liability company and the individual whose act or omission gives rise to the obligation. No shareholder, director, or officer of a professional corporation or member or manager of a limited liability company is personally liable, directly or indirectly, by way of contribution or otherwise, for such obligation based solely on such person's capacity as a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company. This limitation of liability does not extend to amounts owed to the State of South Dakota or its political subdivisions for any taxes, or any penalty or interest on such taxes.

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-9A-1.1 — SD Code / Title 47 / Chapter 9A / Section 47-9A-1.1
Certain breeding stock, products, and facilities exempt
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural land, animals, or facilities owned or operated primarily for the purpose of producing animal breeding stock or reproductive products from animals.

Source: SL 2006, ch 229, § 1.
S.D. Codified Laws § 47-11-17 — SD Code / Title 47 / Chapter 11 / Section 47-11-17
Physician-patient relationship unaffected
Status: in_force

This chapter does not alter any law applicable to the relationship between a physician furnishing medical service and a person receiving such service, including liability arising out of such service.

Source: SL 1961, ch 29, § 15.
S.D. Codified Laws § 47-1A-601.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-601.1
Classes or series of shares articles of incorporation required to authorize
Status: in_force

The articles of incorporation shall authorize:

(1) One or more classes or series of shares that together have unlimited voting rights; and

(2) One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

Source: SL 2005, ch 239, § 54.
S.D. Codified Laws § 47-1A-1620 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1620
Financial statements for shareholders
Status: in_force

Upon the written request of any shareholder of a corporation, the corporation shall mail to such shareholder its most recent financial statement showing in reasonable detail its assets and liabilities and the results of its operations.

Source: SL 2005, ch 239, § 385.
S.D. Codified Laws § 47-16-39 — SD Code / Title 47 / Chapter 16 / Section 47-16-39
Security for costs--Amount of security
Status: in_force

In any action brought in the right of a cooperative by less than three percent of the members or by holders of less than three percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney's fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.

Source: SDC 1939, § 11.1153 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-18-22 — SD Code / Title 47 / Chapter 18 / Section 47-18-22
Dismissal of action
Status: in_force

The court having jurisdiction of an action brought under § 47-18-17 upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose.

Source: SDC 1939, § 11.1145 (6) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-18-28 — SD Code / Title 47 / Chapter 18 / Section 47-18-28
Filing false document as felony
Status: in_force

A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony.

Source: SL 1983, ch 15, § 41.
S.D. Codified Laws § 47-1A-1531.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1531.1
Revocation appoints Office of Secretary of State agent for service of process for corporation--Registered agent
Status: in_force

The Office of the Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Office of the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Office of the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Office of the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

Source: SL 2005, ch 239, § 369.
S.D. Codified Laws § 47-31B-612 — SD Code / Title 47 / Chapter 31B / Section 47-31B-612
Severability clause
Status: in_force

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

Source: SL 2004, ch 278, § 50.
S.D. Codified Laws § 47-13B-1 — SD Code / Title 47 / Chapter 13B / Section 47-13B-1
Formation of corporations or limited liability companies authorized
Status: in_force

Public accountants may form professional service corporations or limited liability companies for the practice of public accounting under the South Dakota Business Corporation Act as amended, or the South Dakota Limited Liability Act as amended, respectively, providing that such corporations and limited liability companies are organized and operated in accordance with the provisions of this chapter.

Source: SL 1971, ch 260, § 1; SL 1993, ch 344, § 39Y.
S.D. Codified Laws § 47-25A-15 — SD Code / Title 47 / Chapter 25A / Section 47-25A-15
Effect of foreign for-profit domestication and conversion--Liability of shareholder
Status: in_force

(a) When a domestication and conversion of a foreign business corporation to a domestic nonprofit corporation becomes effective:

(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;

(2) The liabilities of the corporation remain the liabilities of the corporation;

(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred;

(4) The articles of domestication and conversion, or the articles of incorporation attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation;

(5) Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction; and

(6) The corporation is deemed to:

(i) Be a domestic corporation for all purposes; and

(ii) Be the same corporation without interruption as the foreign business corporation.

(b) The personal liability of a shareholder of the foreign business corporation who becomes a member of the domestic nonprofit corporation in the domestication and conversion is as follows:

(1) The domestication and conversion does not discharge any personal liability under the laws of the foreign jurisdiction to the extent any such personal liability arose before the effective time of the articles of domestication and conversion;

(2) The member does not have personal liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication and conversion;

(3) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred;

(4) The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred.

(c) A shareholder of a foreign business corporation who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication and conversion in this state has personal liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication and conversion.

Source: SL 2016, ch 221, § 30.
S.D. Codified Laws § 47-1A-628 — SD Code / Title 47 / Chapter 1A / Section 47-1A-628
Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

Source: SL 2005, ch 239, § 77.
S.D. Codified Laws § 47-20-2 — SD Code / Title 47 / Chapter 20 / Section 47-20-2
Inspection of books and records
Status: in_force

At any reasonable time, any member or stockholder of a cooperative, or his agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any books or records pertinent to the purpose specified in such notice.

Source: SDC 1939, § 11.1133 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-25A-4 — SD Code / Title 47 / Chapter 25A / Section 47-25A-4
Domestication of a domestic nonprofit corporation in a foreign jurisdiction
Status: in_force

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction:

(1) The plan of domestication must be adopted by the board of directors;

(2) After adopting the plan of domestication the board of directors must submit the plan to the members for their approval, if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;

(3) The board of directors may condition its submission of the plan of domestication to the members on any basis;

(4) If the approval of the members is to be given at a meeting, the corporation must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the proposed articles of incorporation and bylaws to be in effect immediately after the domestication;

(5) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater number of votes to be present, the approval of the plan of domestication by the members requires the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the plan, the approval of each such separate class at a meeting at which a quorum of the class exists;

(6) Separate voting by classes is required by each class of members that:

(i) Are to be reclassified under the plan of domestication into a different class of memberships, or into obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing;

(ii) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate classes; or

(iii) Is entitled under the articles of incorporation or bylaws to vote as a class to approve an amendment of the articles of incorporation;

(7) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors, members of a designated body, or members are parties, adopted or entered into before July 1, 2016, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

Source: SL 2016, ch 221, § 19.
S.D. Codified Laws § 47-33-9 — SD Code / Title 47 / Chapter 33 / Section 47-33-9
Information statement by control share acquisitioner--Controls
Status: in_force

Any person who proposes to make or has made a control share acquisition may at the person's election deliver an information statement to the domestic public corporation at the domestic public corporation's principal office. The information statement shall set forth all of the following:

(1) The identity of the acquiring person, including the identity of each member of any limited liability company, partnership, limited partnership, syndicate, or other group constituting the acquiring person, and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate, or other group. However, with respect to a limited partnership, the information need only be given with respect to a partner who is denominated or functions as the general partner and each affiliate and associate of the general partner;

(2) A statement that the information statement is made under this section;

(3) The number and class or series of shares of the domestic public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to subsection (1);

(4) The number and class or series of shares of the domestic public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to subsection (1) and specification of which of the following ranges of voting power in the election of directors that, except for this section, resulted or would result from consummation of the control share acquisition:

(a) At least twenty percent but less than thirty - three and one - third percent;

(b) At least thirty - three and one - third percent but less than or equal to fifty percent;

(c) Over fifty percent; and

(5) The terms of the control share acquisition or proposed control share acquisition, including, without limiting the generality of the foregoing, the source of funds or other consideration and the material terms of the financial arrangements for the control share acquisition; plans or proposals of the acquiring person, including plans or proposals under consideration, to (a) liquidate or dissolve the domestic public corporation, (b) sell all or a substantial part of its assets, or merge it or exchange its shares with any other person, (c) change the location of its principal place of business or its principal executive office or of a material portion of its business activities, (d) change materially its management or policies of employment, (e) change materially its charitable or community contributions or its policies, programs, or practices relating thereto, (f) change materially its relationship with its suppliers of goods or services or customers or the communities in which it operates, or (g) make any other material change in its business, corporate structure, management, or personnel; and other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

If any material change occurs in the facts set forth in the information statement, including, but not limited to, any material increase or decrease in the number of shares of the domestic public corporation acquired or proposed to be acquired by the persons identified pursuant to subsection (1), the acquiring person shall promptly deliver to the domestic public corporation at its principal executive office an amendment to the information statement containing information relating to the material change. An increase or decrease or proposed increase or decrease equal, in the aggregate, for all persons identified pursuant to subsection (1) of one percent or more of the total number of outstanding shares of any class or series of the domestic public corporation shall be deemed "material" for the purpose of this section; an increase or decrease or proposed increase or decrease of less than this amount may be material, depending upon the facts and circumstances.

Source: SL 1990, ch 369, § 202; SL 1994, ch 351, § 129.
S.D. Codified Laws § 47-1A-622 — SD Code / Title 47 / Chapter 1A / Section 47-1A-622
Liability of shareholders
Status: in_force

A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

Unless otherwise provided in the articles of incorporation, no shareholder of a corporation is personally liable for the acts or debts of the corporation except that a shareholder may become personally liable by reason of the shareholder's own acts or conduct.

Source: SL 2005, ch 239, § 67.
S.D. Codified Laws § 47-1A-1107.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1107.2
Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange
Status: in_force

Any person who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or share exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or share exchange.

Source: SL 2005, ch 239, § 268.
S.D. Codified Laws § 47-21-43 — SD Code / Title 47 / Chapter 21 / Section 47-21-43
Fee schedule of secretary of state
Status: in_force

The secretary of state shall charge and collect for:

(1) Filing articles of incorporation, ten dollars;

(2) Filing articles of consolidation or merger, ten dollars;

(3) Filing articles of amendment, ten dollars;

(4) Filing articles of conversion, ten dollars;

(5) Filing certificate of election to dissolve, two dollars;

(6) Filing articles of dissolution, two dollars; and

(7) Filing certificate of change of principal office, one dollar.

Source: SL 1947, ch 33, § 32; SDC Supp 1960, § 11.2232.
S.D. Codified Laws § 47-11A-12.1 — SD Code / Title 47 / Chapter 11A / Section 47-11A-12.1
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

An obligation of a professional corporation or limited liability company formed pursuant to chapter 47-11A , 47-11B , 47-11C , 47-11D , 47-11E , 47-13A , or 47-13B , whether arising in contract, tort, or otherwise, is the obligation of the professional corporation or limited liability company and the individual whose act or omission gives rise to the obligation. No shareholder, director, or officer of a professional corporation or member or manager of a limited liability company is personally liable, directly or indirectly, by way of contribution or otherwise, for such obligation based solely on such person's capacity as a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company. This limitation of liability does not extend to amounts owed to the State of South Dakota or its political subdivisions for any taxes, or any penalty or interest on such taxes.

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-1A-722.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722.2
Appointment of proxy revocable--Exception
Status: in_force

An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under § 47-1A-731 .

An appointment made irrevocable under this section is revoked when the interest with which it is coupled is extinguished.

Source: SL 2005, ch 239, § 101.
S.D. Codified Laws § 47-22-15 — SD Code / Title 47 / Chapter 22 / Section 47-22-15
Procedure for amendment
Status: in_force

Amendments to the articles of incorporation shall be made in the manner provided by § 47-22-16 or 47-22-17 .

Source: SL 1965, ch 24, § 36.
S.D. Codified Laws § 47-14B-9 — SD Code / Title 47 / Chapter 14B / Section 47-14B-9
Resignation of foreign business trust registered agent--No successor appointed
Status: in_force

The registered agent of a foreign business trust may resign without appointing a successor registered agent by paying a fee as set forth in § 47-14B-22 and filing a certificate with the secretary of state stating that it resigns as registered agent for the foreign business trust identified in the certificate, but such resignation shall not become effective until one hundred twenty days after the certificate is filed. There shall be attached to such certificate an affidavit of such registered agent, if an individual, or of the president, a vice president or the secretary thereof if a corporation, that at least thirty days prior to and on or about the date of the filing of the certificate, notices were sent by certified or registered mail to the foreign business trusts for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the state, if known to such registered agent or, if not, to the last known address of the attorney or other individual at whose request such registered agent was appointed for such foreign business trust, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the foreign business trust for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such foreign business trust fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of one hundred twenty days after the filing by the registered agent of the certificate of resignation, such foreign business trust may not be permitted to do business in the state and its registration shall be deemed to be canceled. After the resignation of the registered agent has become effective as provided in this section and if no new registered agent has been obtained and designated in the time and manner aforesaid, service of legal process against the foreign business trust for which the resigned registered agent had been acting shall thereafter be upon the secretary of state in accordance with § 47-14B-19 .

Source: SL 2001, ch 245, § 105.
S.D. Codified Laws § 47-31B-501 — SD Code / Title 47 / Chapter 31B / Section 47-31B-501
General fraud
Status: in_force

It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

(1) To employ a device, scheme, or artifice to defraud;

(2) To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or

(3) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

Source: SL 2004, ch 278, § 29.
S.D. Codified Laws § 47-16-17 — SD Code / Title 47 / Chapter 16 / Section 47-16-17
Voting rights conditioned upon membership payment
Status: in_force

A person who has not fully paid for his membership may not vote except as expressly permitted in the bylaws.

Source: SDC 1939, § 11.1114 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-626 — SD Code / Title 47 / Chapter 1A / Section 47-1A-626
Shares without certificates
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by §§ 47-1A-625 and 47-1A-625.1 , and, if applicable, §§ 47-1A-627 to 47-1A-627.2 , inclusive.

Source: SL 2005, ch 239, § 73.
S.D. Codified Laws § 47-1A-627 — SD Code / Title 47 / Chapter 1A / Section 47-1A-627
Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares
Status: in_force

The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

Source: SL 2005, ch 239, § 74.
S.D. Codified Laws § 47-11C-11 — SD Code / Title 47 / Chapter 11C / Section 47-11C-11
Change of location of corporation--Certificate amended
Status: in_force

In the event of a change of location of the registered corporation, the Board of Podiatry Examiners, in accordance with its regulations, shall amend the certificate of registration so that it shall comply to the new location.

Source: SL 1977, ch 384, § 11.
S.D. Codified Laws § 47-20-12.1 — SD Code / Title 47 / Chapter 20 / Section 47-20-12.1
Filing false document as felony
Status: in_force

A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony.

Source: SL 1983, ch 15, § 43.
S.D. Codified Laws § 47-34A-603 — SD Code / Title 47 / Chapter 34A / Section 47-34A-603
Effect of a member's dissociation
Status: in_force

(a) A limited liability company does not dissolve and wind up its business as result of a member's dissociation.

(b) Upon a member's dissociation from a limited liability company:

(1) The member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in § 47-34A-803 , and the member ceases to be a member and is treated the same as a transferee of a member;

(2) The member's duty of loyalty under § 47-34A-409(b)(3) terminates; and

(3) The member's duty of loyalty under § 47-34A-409(b)(1) and (2) and duty of care under § 47-34A-409(c) continue only with regard to matters arising and events occurring before the member's dissociation.

Source: SL 1998, ch 272, § 603.
S.D. Codified Laws § 47-34A-113 — SD Code / Title 47 / Chapter 34A / Section 47-34A-113
Governing Law
Status: in_force

The law of this state governs:

(1) The internal affairs of a limited liability company; and

(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

Source: SL 2013, ch 233, § 4.
S.D. Codified Laws § 47-21-16 — SD Code / Title 47 / Chapter 21 / Section 47-21-16
Powers of board of directors
Status: in_force

The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (5).
S.D. Codified Laws § 47-15-45 — SD Code / Title 47 / Chapter 15 / Section 47-15-45
Continuation of preexisting cooperatives
Status: in_force

Corporations organized before July 1, 1965, under the provisions of chapters 4.16 and 11.10 of the South Dakota Code of 1939 shall continue in existence, but no new corporations may be formed thereunder.

Source: SL 1965, ch 23, § 2; SL 1966, ch 16, § 5.
S.D. Codified Laws § 47-25A-6 — SD Code / Title 47 / Chapter 25A / Section 47-25A-6
Effect of domestication--Liability of member of foreign nonprofit corporation domesticated in this state
Status: in_force

(a) Except as otherwise prohibited by law, when a domestication becomes effective:

(1) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;

(2) The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation;

(3) An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred;

(4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;

(5) The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms; and

(6) The domesticating corporation is deemed to:

(i) Be incorporated under and subject to the same body of law of as the domesticated corporation for all purposes; and

(ii) Be the same corporation without interruption as the domesticating corporation.

(b) The personal liability of a member in a foreign nonprofit corporation that is domesticated in this state is as follows:

(1) The domestication does not discharge any personal liability under the laws of the foreign jurisdiction to the extent any such personal liability arose before the effective time of the articles of domestication;

(2) The member does not have personal liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;

(3) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the domestication had not occurred;

(4) The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any personal liability preserved by subdivision (1), as if the domestication had not occurred.

Source: SL 2016, ch 221, § 21.
S.D. Codified Laws § 47-1A-630 — SD Code / Title 47 / Chapter 1A / Section 47-1A-630
Shareholders' preemptive rights
Status: in_force

The shareholders of a corporation have the preemptive right to acquire unissued or treasury shares of a corporation, except, to the extent, if any, that such right is limited or denied in the articles of incorporation. Having preemptive rights means that the following provisions apply except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;

(2) A shareholder may waive any preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;

(3) There is no preemptive right with respect to:

(a) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;

(b) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;

(c) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation;

(d) Shares sold otherwise than for money;

(4) Holders of shares of any class without general voting rights, but with preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class;

(5) Holders of shares of any class with general voting rights, but without preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights;

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

For purposes of this section, the term, shares, includes a security convertible into or carrying a right to subscribe for or acquire shares.

Source: SL 2005, ch 239, § 78.
S.D. Codified Laws § 47-1A-1434.7 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.7
Provisions applicable to payment by corporation pursuant to order to purchase shares
Status: in_force

Any payment by the corporation pursuant to an order under § 47-1A-1434.2 or 47-1A-1434.4 , other than an award of fees and expenses pursuant to § 47-1A-1434.4 , is subject to the provisions of §§ 47-1A-640 to 47-1A-640.5 , inclusive.

Source: SL 2005, ch 239, § 345.
S.D. Codified Laws § 47-1A-703 — SD Code / Title 47 / Chapter 1A / Section 47-1A-703
Court-ordered meeting
Status: in_force

The circuit court of the county where a corporation's principal office is located in this state, or, if none in this state, the circuit court of Hughes County, may summarily order a meeting to be held:

(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or

(2) On application of a shareholder who signed a demand for a special meeting valid under § 47-1A-702 , if:

(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or

(b) The special meeting was not held in accordance with the notice.

The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting.

Source: SL 2005, ch 239, § 88; SL 2008, ch 275, § 33.
S.D. Codified Laws § 47-25-6 — SD Code / Title 47 / Chapter 25 / Section 47-25-6
Resolution of merger or consolidation--Submission to members--Notice of proposed plan
Status: in_force

Where the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members.

Source: SL 1965, ch 24, § 42 (1).
S.D. Codified Laws § 47-1A-704.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-704.1
Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders
Status: in_force

If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

Source: SL 2005, ch 239, § 90.
S.D. Codified Laws § 47-1A-1605.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1605.2
Court-ordered inspection for director--Limitations--Costs
Status: in_force

If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.

Source: SL 2005, ch 239, § 383.
S.D. Codified Laws § 47-21-23 — SD Code / Title 47 / Chapter 21 / Section 47-21-23
Submission of conversion proposition to stockholders--Notice of meeting
Status: in_force

The proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no members or stockholders, to a meeting of the incorporators of such corporation, the notice of which shall have attached thereto a copy of the proposed articles of conversion.

Source: SL 1947, ch 33, § 20; SDC Supp 1960, § 11.2220 (1).
S.D. Codified Laws § 47-1A-123 — SD Code / Title 47 / Chapter 1A / Section 47-1A-123
Effective time and date of document--Exceptions
Status: in_force

Except as provided in §§ 47-1A-123.1 and 47-1A-124.2 , a document accepted for filing is effective:

(1) At the date and time of filing, as evidenced by such means as the Office of the Secretary of State may use for the purpose of recording the date and time of filing; or

(2) At the time specified in the document as its effective time on the date it is filed.

Source: SL 2005, ch 239, § 9.
S.D. Codified Laws § 47-23-9 — SD Code / Title 47 / Chapter 23 / Section 47-23-9
Voting procedure--Proxy votes--Ballots
Status: in_force

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Except as otherwise provided in the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. Each ballot must:

(1) Set forth each proposed action;

(2) Provide an opportunity to vote for or against, or withhold a vote for, each proposed action;

(3) Be delivered to each member by any means of transmission set forth in the bylaws or articles of incorporation. If no method is set forth in the bylaws or articles of incorporation, ballots may be delivered by any reasonable means, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile;

(4) Indicate the number of responses needed to meet the quorum requirements;

(5) State the percentage of approvals necessary to approve each matter other than election of directors; and

(6) Specify the time by which a ballot must be received in order to be counted.

Unless otherwise provided in the articles of incorporation or bylaws, approval by ballot, pursuant to this section, of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation or bylaws, a ballot may not be revoked.

Source: SL 1965, ch 24, § 17; SL 2016, ch 221, § 9.
S.D. Codified Laws § 47-21-80 — SD Code / Title 47 / Chapter 21 / Section 47-21-80
Severability and saving clause
Status: in_force

If any provision of this chapter or the application of such provision to any person or circumstance is held invalid, the remainder of the chapter and the application of such provision to other persons or circumstances shall not be affected thereby.

Source: SL 1947, ch 33, § 35; SDC Supp 1960, § 11.2235.
S.D. Codified Laws § 47-1A-1434.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.3
Court determination of fair value of shares when parties unable to reach agreement
Status: in_force

If the parties are unable to reach an agreement as provided for in § 47-1A-1434.2 , the court, upon application of any party, shall stay the proceedings under subdivision 47-1A-1430(2) and determine the fair value of the petitioner's shares as of the day before the date on which the petition under subdivision 47-1A-1430(2) was filed or as of such other date as the court deems appropriate under the circumstances.

Source: SL 2005, ch 239, § 341.
S.D. Codified Laws § 47-14A-53 — SD Code / Title 47 / Chapter 14A / Section 47-14A-53
Certificates effective upon filing or upon effective date contained in certificate
Status: in_force

Upon the filing of a certificate of trust in the Office of the Secretary of State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected certificate, or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of a certificate of amendment (or judicial decree of amendment) or restated certificate as provided for therein, the certificate of trust shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation (or a judicial decree thereof) or a certificate of merger or consolidation which acts as a certificate of cancellation in the Office of the Secretary of State, or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or a certificate of merger or consolidation which acts as a certificate of cancellation, as provided for therein, the certificate of trust shall be canceled. Upon the filing of a certificate of termination or amendment, the original certificate identified in the certificate of termination or amendment shall be terminated or amended, as the case may be.

Source: SL 2001, ch 245, § 53.
S.D. Codified Laws § 47-16-31 — SD Code / Title 47 / Chapter 16 / Section 47-16-31
Missing securities--Issuance of duplicate
Status: in_force

When a security issued by a cooperative is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative.

Source: SDC 1939, § 11.1121 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-114 — SD Code / Title 47 / Chapter 34A / Section 47-34A-114
Freedom of contract
Status: in_force

It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.

Source: SL 2013, ch 233, § 5.
S.D. Codified Laws § 47-29-2 — SD Code / Title 47 / Chapter 29 / Section 47-29-2
Permissible bylaw provisions--General management--Conformity with other corporation law
Status: in_force

Cemetery corporations may make such provisions in their bylaws for general management and operation of the corporation, elections of directors and officers, removals and filling of vacancies, and corporate meetings as may be permitted by and conformable to the statutes under which the same are organized and conformable to their articles of incorporation and this chapter.

Source: SDC 1939, § 11.1902.
S.D. Codified Laws § 47-1A-128 — SD Code / Title 47 / Chapter 1A / Section 47-1A-128
Certificate of existence
Status: in_force

Any person may apply to the Office of the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. A certificate of existence or authorization shall set forth:

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(2) That the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or that the foreign corporation is authorized to transact business in this state;

(3) That all fees, taxes, and penalties owed to this state have been paid, if:

(a) Payment is reflected in the records of the Office of the Secretary of State; and

(b) Nonpayment affects the existence or authorization of the domestic or foreign corporation;

(4) That its most recent annual report required by § 47-1A-1621.1 has been delivered to the Office of the Secretary of State;

(5) That articles of dissolution have not been filed; and

(6) Other facts of record in the Office of the Secretary of State that may be requested by the applicant.

Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Office of the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

Source: SL 2005, ch 239, § 17.
S.D. Codified Laws § 47-1A-1601.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1601.1
Corporate records--Copies at principal office
Status: in_force

A corporation shall keep a copy of the following records at its principal office:

(1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in § 47-1A-120.2 regarding facts on which a filed document is dependent;

(2) Its bylaws or restated bylaws and all amendments to them currently in effect;

(3) Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;

(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under § 47-1A-1620 ;

(6) A list of the names and business addresses of its current directors and officers; and

(7) Its most recent annual report delivered to the Office of the Secretary of State under §§ 47-1A-1621 to 47-1A-1621.3, inclusive.

Source: SL 2005, ch 239, § 372.
S.D. Codified Laws § 47-1A-1007.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1007.2
Restated articles of incorporation--Certification as articles currently in effect
Status: in_force

The Office of the Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by § 47-1A-1007.1 .

Source: SL 2005, ch 239, § 243.
S.D. Codified Laws § 47-17-17 — SD Code / Title 47 / Chapter 17 / Section 47-17-17
Removal of officers
Status: in_force

Any officer of a cooperative may be removed by the board of directors whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights.

Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-9A-6 — SD Code / Title 47 / Chapter 9A / Section 47-9A-6
Encumbrance taken for security exempt
Status: in_force

The restrictions provided in §§ 47-9A-1 and 47-9A-3 do not apply to a bona fide encumbrance taken for purposes of security.

Source: SL 1974, ch 294, § 4 (1); SL 2004, ch 277, § 4.
S.D. Codified Laws § 47-11D-1.1 — SD Code / Title 47 / Chapter 11D / Section 47-11D-1.1
Definition of terms
Status: in_force

Terms used in this chapter shall also include the following terms:

(1) "Articles of incorporation," the articles of organization of a limited liability company;

(2) "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Limited Liability Company Act;

(3) "Director" or "officer," any manager of a limited liability company or the members of a limited liability company that does not have managers;

(4) "Incorporation," the members of a limited liability company;

(5) "Shareholders," the members of a limited liability company;

(6) "Shares" or "stock," membership interests in a limited liability company.

Source: SL 2000, ch 222, § 6.
S.D. Codified Laws § 47-16-55 — SD Code / Title 47 / Chapter 16 / Section 47-16-55
Procedure for forfeiture--Resolution--Time limit for claim
Status: in_force

A motion or resolution may be passed or adopted by the board of directors of a cooperative declaring the forfeiture of any money or property described in § 47-16-54 unless the same is claimed by the person or persons entitled thereto within six months after notice of such forfeiture is given.

Source: SDC 1939, § 11.1132 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11D-21.3 — SD Code / Title 47 / Chapter 11D / Section 47-11D-21.3
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for any act, error, or omission of an employee of the professional corporation or limited liability company by maintaining professional liability insurance meeting certain standards, shall remain in effect for any act, error, or omission, whether arising in contract, tort, or otherwise, occurring before July 1, 2005.

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-1A-825.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-825.1
Powers of committees
Status: in_force

To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 47-1A-801 . However, a committee may not:

(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(3) Fill vacancies on the board of directors or, subject to § 47-1A-825.3 , on any of its committees; or

(4) Adopt, amend, or repeal bylaws.

Source: SL 2005, ch 239, § 154.
S.D. Codified Laws § 47-18-11 — SD Code / Title 47 / Chapter 18 / Section 47-18-11
Voluntary dissolution--Notice and approval
Status: in_force

At any member meeting of a cooperative, whether or not a quorum is present, a cooperative may dissolve if:

(1) Notice that a resolution for dissolution will be considered and acted upon has been given to all members and to all other persons entitled by the articles to vote thereon pursuant to resolution adopted by the board of directors, and

(2) Such resolution is adopted by members holding three - fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.

Source: SDC 1939, § 11.1143 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1601 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1601
Corporate records--Requirements
Status: in_force

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

A corporation shall maintain appropriate accounting records.

A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

Source: SL 2005, ch 239, § 371.
S.D. Codified Laws § 47-23-15 — SD Code / Title 47 / Chapter 23 / Section 47-23-15
First board of directors--Term of office
Status: in_force

The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws.

Source: SL 1965, ch 24, § 20.
S.D. Codified Laws § 47-13B-7 — SD Code / Title 47 / Chapter 13B / Section 47-13B-7
Qualifications of directors and officers--Restrictions on powers of lay directors and officers
Status: in_force

The principal executive officer shall be a shareholder and a director and, to the extent possible, all other directors and principal officers shall be shareholders, and lay directors and officers shall not exercise any authority whatsoever over professional matters.

Source: SL 1971, ch 260, § 1 (6).
S.D. Codified Laws § 47-14A-93 — SD Code / Title 47 / Chapter 14A / Section 47-14A-93
Conversion of business trust to other business entity
Status: in_force

A business trust may convert to an other business entity formed or organized under the laws of the State of South Dakota, upon the authorization of such conversion in accordance with this section. If the governing instrument specifies the manner of authorizing a conversion of the business trust, the conversion shall be authorized as specified in the governing instrument. If the governing instrument does not specify the manner of authorizing a conversion of the business trust and does not prohibit a conversion of the business trust, the conversion shall be authorized in the same manner as is specified in the governing instrument for authorizing a merger or consolidation that involves the business trust as a constituent party to the merger or consolidation. If the governing instrument does not specify the manner of authorizing a conversion of the business trust or a merger or consolidation that involves the business trust as a constituent party and does not prohibit a conversion of the business trust, the conversion shall be authorized by the approval by all of the beneficial owners and all of the trustees. When the conversion of a business trust has become effective, the business trust shall file a certificate of cancellation in the Office of the Secretary of State in accordance with this chapter. Unless otherwise agreed, the conversion of a business trust to an other business entity pursuant to this section shall not require such business trust to wind up its affairs under §§ 47-14A-35 to 47-14A-41 , inclusive, or pay its liabilities and distribute its assets under §§ 47-14A-35 to 47-14A-41 , inclusive. In connection with a conversion of a business trust to an other business entity pursuant to this section, rights or securities of, or interests in, the business trust which is to be converted may be exchanged for or converted into cash, property, rights, or securities of, or interests in the other business entity into which the business trust is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, any other business entity.

Source: SL 2001, ch 245, § 93.
S.D. Codified Laws § 47-9A-8 — SD Code / Title 47 / Chapter 9A / Section 47-9A-8
Agricultural land--Gift--Restrictions--Applicability
Status: in_force

The restrictions in §§ 47-9A-1 and 47-9A-3 do not apply to a gift of agricultural land, whether by grant or devise, to any nonprofit entity organized under the laws of this state and registered with the secretary of state.

Source: SL 1974, ch 294, § 4 (7); SL 2004, ch 277, § 6; SL 2021, ch 193, § 1.
S.D. Codified Laws § 47-34A-107 — SD Code / Title 47 / Chapter 34A / Section 47-34A-107
Registration of name--Procedure
Status: in_force

(a) A foreign limited liability company may register its name subject to the requirements of § 47-34A-1005 , if the name is distinguishable upon the records of the secretary of state from names that are not available under § 47-34A-105(b).

(b) A foreign limited liability company registers its name, or its name with any addition required by § 47-34A-1005 , by delivering to the secretary of state for filing an application:

(1) Setting forth its name, or its name with any addition required by § 47-34A-1005 , the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and

(2) Accompanied by a certificate of existence, or a record of similar import, from the state or country of organization.

(c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the secretary of state a renewal application complying with subsection (b) between October first and December thirty - first of the preceding year. The renewal application renews the registration for the following calendar year.

(d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this state. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name.

Source: SL 1998, ch 272, § 107.
S.D. Codified Laws § 47-34A-103.1 — SD Code / Title 47 / Chapter 34A / Section 47-34A-103.1
Effect of records that conflict with §47-34A-103or operating agreement
Status: in_force

(a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under § 47-34A-103 if contained in the operating agreement, the provision is likewise ineffective in the record.

(b) Subject to subsection (a) of this section, if a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing, and which has become effective under this chapter, conflicts with a provision of the operating agreement:

(1) The operating agreement prevails as to members, dissociated members, transferees, and managers; and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.

Source: SL 2013, ch 233, § 3.
S.D. Codified Laws § 47-14A-50 — SD Code / Title 47 / Chapter 14A / Section 47-14A-50
Execution by agent--Authorization of agent
Status: in_force

Unless otherwise provided in the governing instrument, any person may sign any certificate or amendment thereof or enter into a governing instrument or amendment thereof by any agent, including any attorney - in - fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a governing instrument or amendment thereof need not be in writing, need not be sworn to, verified, or acknowledged and need not be filed in the Office of the Secretary of State, but if in writing, shall be retained by the business trust or a trustee or other person authorized to manage the business and affairs of the business trust.

Source: SL 2001, ch 245, § 50.
S.D. Codified Laws § 47-33-16 — SD Code / Title 47 / Chapter 33 / Section 47-33-16
Application of chapter to acquiring person--Application to non-public domestic corporations
Status: in_force

(1) If a corporation is a domestic public corporation as of the acquiring person's share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation which occur on or after that date which would otherwise result in the corporation ceasing to be a domestic public corporation, if such changes result, directly or indirectly, from action taken or proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding, or otherwise with, the acquiring person or any affiliate or associate of the acquiring person, or from the transactions by which the person became an acquiring person or an interested shareholder.

(2) In addition to domestic public corporations, §§ 47-33-8 to 47-33-16 , inclusive, shall also apply to a control share acquisition of shares of other domestic corporations that meet the requirements of a domestic public corporation except that the corporation is not a publicly - held corporation, if an express provision electing to be subject to §§ 47-33-8 to 47-33-16 , inclusive, is contained in the articles of such corporation and the control share acquisition occurs after the effective date of the provision, in which event the term "domestic public corporation" as used in §§ 47-33-1 to 47-33-7 , inclusive, and §§ 47-33-8 to 47-33-16 , inclusive, shall be deemed to include such electing domestic corporation.

Source: SL 1990, ch 369, § 209.
S.D. Codified Laws § 47-14A-28 — SD Code / Title 47 / Chapter 14A / Section 47-14A-28
Action by beneficial owners--Notice and meeting not necessary if consent exists--Proxy
Status: in_force

Unless otherwise provided in the governing instrument of a business trust, on any matter that is to be voted on by the beneficial owners:

(1) The beneficial owners may take such action without a meeting, without a prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the beneficial owners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the business trust entitled to vote thereon were present and voted; and

(2) The beneficial owners may vote in person or by proxy.

Source: SL 2001, ch 245, § 28.
S.D. Codified Laws § 47-14A-15 — SD Code / Title 47 / Chapter 14A / Section 47-14A-15
Circuit court jurisdiction over business trusts
Status: in_force

The circuit court has jurisdiction over business trusts to the same extent as it has jurisdiction over common law trusts formed under the laws of the state.

Source: SL 2001, ch 245, § 15.
S.D. Codified Laws § 47-1A-1107.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1107.3
Effect of merger on surviving foreign corporation or foreign eligible entity
Status: in_force

Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to:

(1) Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in §§ 59-11-16 to 59-11-19 , inclusive; and

(2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 269; SL 2008, ch 275, § 37.
S.D. Codified Laws § 47-26-33 — SD Code / Title 47 / Chapter 26 / Section 47-26-33
Qualifications of receiver--Bond
Status: in_force

A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require.

Source: SL 1965, ch 24, § 58.
S.D. Codified Laws § 47-11G-7 — SD Code / Title 47 / Chapter 11G / Section 47-11G-7
Personal liability--Exception
Status: in_force

An obligation of a corporation formed pursuant to this chapter, whether arising in contract, tort, or otherwise, is the obligation of the corporation and the individual whose act or omission gives rise to the obligation. No shareholder, director, officer, member, or manager is personally liable, directly or indirectly, by way of contribution or otherwise, for the obligation based solely on the person's capacity as a shareholder, director, officer, member, or manager.

The limitation of liability does not extend to amounts owed to this state or its political subdivisions for any taxes, or any penalty or interest on such taxes.

Source: SL 2022, ch 167, § 7.
S.D. Codified Laws § 47-1A-924.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-924.1
Effect of domestication of domestic business corporation in foreign jurisdiction
Status: in_force

When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:

(1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and

(2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 210.
S.D. Codified Laws § 47-22-30 — SD Code / Title 47 / Chapter 22 / Section 47-22-30
Effective date of restated articles
Status: in_force

Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-26-20 — SD Code / Title 47 / Chapter 26 / Section 47-26-20
Service by publication--Contents of publication--Newspaper of publication
Status: in_force

If process in an action for the involuntary dissolution of a corporation is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. If no newspaper is published in the county where the registered office of the corporation is situated, publication of such notice shall be made in some newspaper having general circulation in the community where such registered office is situated.

Source: SL 1965, ch 24, § 55.
S.D. Codified Laws § 47-22-68.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.1
Restrictions on private foundations--Definition of terms
Status: in_force

Terms as used in §§ 47-22-68.1 to 47-22-68.9 , inclusive, shall have the following meaning:

(1) "Excess business holdings," as defined in section 4943(c) of the Internal Revenue Code;

(2) "Internal Revenue Code," the United States Internal Revenue Code of 1954, as amended;

(3) "Private foundation," as defined in section 509(a) of the Internal Revenue Code;

(4) "Self - dealing," as defined in section 4941(d) of the Internal Revenue Code;

(5) "Taxable expenditure," as defined in section 4945(d) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 1.
S.D. Codified Laws § 47-14B-20 — SD Code / Title 47 / Chapter 14B / Section 47-14B-20
"Doing business" defined
Status: in_force

Whenever the words, doing business, the doing of business, or business done in this state, by any such foreign business trust are used in this section, they mean the course or practice of carrying on any business activities in the state.

Source: SL 2001, ch 245, § 116.
S.D. Codified Laws § 47-31B-508 — SD Code / Title 47 / Chapter 31B / Section 47-31B-508
Criminal penalties
Status: in_force

(a) Criminal penalties. It is a Class 4 felony for any person that willfully violates this chapter, or a rule adopted or order issued under this chapter, except § 47-31B-504 or the notice filing requirements of § 47-31B-302 or 47-31B-405 , or that willfully violates § 47-31B-505 knowing the statement made to be false or misleading in a material respect. An individual convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order. A subsequent violation is a Class 3 felony.

(b) Criminal reference not required. The Attorney General or the proper prosecuting attorney with or without a reference from the director, may institute criminal proceedings under this chapter.

(c) No limitation on other criminal enforcement. This chapter does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.

Source: SL 2004, ch 278, § 36; SL 2006, ch 130, § 17.
S.D. Codified Laws § 47-21-13 — SD Code / Title 47 / Chapter 21 / Section 47-21-13
Election of directors--Maximum term of office
Status: in_force

Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting called for that purpose. Directors shall hold office for such term as the bylaws prescribe, which term may not exceed three years, or until their successors are elected, are qualified and have entered upon the discharge of their duties.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (2); SL 1993, ch 338.
S.D. Codified Laws § 47-31B-602 — SD Code / Title 47 / Chapter 31B / Section 47-31B-602
Investigations and subpoenas
Status: in_force

(a) Authority to investigate. The director may:

(1) Conduct public or private investigations within or outside of this state which the director considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a rule adopted or order issued under this chapter, or to aid in the enforcement of this chapter or in the adoption of rules and forms under this chapter;

(2) Require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the director determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and

(3) Publish a record concerning an action, proceeding, or an investigation under, or a violation of, this chapter or a rule adopted or order issued under this chapter if the director determines it is necessary or appropriate in the public interest and for the protection of investors.

(b) Director powers to investigate. For the purpose of an investigation under this chapter, the director or its designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the director considers relevant or material to the investigation.

(c) Procedure and remedies for noncompliance. If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the director under this chapter, the director, or any officer designated by him, may apply to the circuit court to enforce compliance, or may refer the matter to the Attorney General or the proper attorney, who may apply to the circuit court or a court of another state to enforce compliance. The court may:

(1) Hold the person in contempt;

(2) Order the person to appear before the director;

(3) Order the person to testify about the matter under investigation or in question;

(4) Order the production of records;

(5) Grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;

(6) Impose a civil penalty of not more than ten thousand dollars per violation; and

(7) Grant any other necessary or appropriate relief.

(d) Application for relief. This section does not preclude a person from applying to the circuit court or a court of another state for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.

(e) Use immunity procedure. An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the director under this chapter or in an action or proceeding instituted by the director under this chapter on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual's privilege against self - incrimination, the director may apply to the circuit court to compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order.

(f) Assistance to securities regulator of another jurisdiction. At the request of the securities regulator of another state or a foreign jurisdiction, the director may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The director may provide the assistance by using the authority to investigate and the powers conferred by this section as the director determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this chapter or other law of this state if occurring in this state. In deciding whether to provide the assistance, the director may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state or foreign jurisdiction to the director on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the director to carry out the request for assistance.

Source: SL 2004, ch 278, § 40.
S.D. Codified Laws § 47-22-65.4 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.4
Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions
Status: in_force

Any expense incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by §§ 47-22-65.1 to 47-22-65.8 , inclusive. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Source: SL 1986, ch 388, § 5.
S.D. Codified Laws § 47-25-24 — SD Code / Title 47 / Chapter 25 / Section 47-25-24
Transfer of substantially all corporate assets
Status: in_force

A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the manner provided by §§ 47-25-25 to 47-25-28 , inclusive.

Source: SL 1965, ch 24, § 46.
S.D. Codified Laws § 47-22-7 — SD Code / Title 47 / Chapter 22 / Section 47-22-7
Corporate name--Indication of purpose
Status: in_force

The corporate name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

Source: SL 1965, ch 24, § 7 (1).
S.D. Codified Laws § 47-22-76 — SD Code / Title 47 / Chapter 22 / Section 47-22-76
Rights vested under prior statutes unaffected
Status: in_force

No rights, privileges, and immunities vested or accrued by and under prior statutes repealed by chapter 24 of the Session Laws of 1965, no suit pending, no rights of action conferred, and no duties, restrictions, liabilities, and penalties imposed or required by and under such statutes shall be impaired, diminished, or affected thereby.

Source: SL 1965, ch 24, § 101.
S.D. Codified Laws § 47-34A-1006 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1006
Revocation of certificate of authority
Status: in_force

(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not:

(1) Pay, within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter;

(2) Deliver, within sixty days after the due date, its annual report required under § 47-34A-211 ;

(3) Appoint and maintain an agent for service of process as required by South Dakota law; or

(4) Deliver for filing a statement of a change within thirty days after a change has occurred in the name or address of the agent.

(b) To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this state, or if the company does not appoint and maintain a proper agent in this state, to the company's designated office. The notice must state:

(1) The revocation's effective date, which must be at least sixty days after the date the secretary of state sends the copy; and

(2) The grounds for revocation under subsection (a).

(c) The authority of a foreign limited liability company to transact business in this state ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b). If the company cures each ground, the secretary of state shall file a record so stating.

Source: SL 1998, ch 272, § 1006; SL 2008, ch 275, § 80; SL 2013, ch 233, § 35.
S.D. Codified Laws § 47-21-64 — SD Code / Title 47 / Chapter 21 / Section 47-21-64
Powers of cooperative--Franchises, licenses and easements
Status: in_force

A cooperative shall have power to purchase, lease as lessee, or otherwise acquire, and to use, and exercise and to sell, assign, convey, mortgage, pledge, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, and easements.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (6).
S.D. Codified Laws § 47-1A-1102.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102.4
Plan of merger--Amendment
Status: in_force

The plan of merger may include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:

(1) The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger;

(2) The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by § 47-1A-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or

(3) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

Source: SL 2005, ch 239, § 253.
S.D. Codified Laws § 47-17-14 — SD Code / Title 47 / Chapter 17 / Section 47-17-14
Principal officers of cooperative--Election by board of directors
Status: in_force

The principal officers of a cooperative are a president, one or more vice-presidents as prescribed in the bylaws, a secretary, and a treasurer. The principal officers shall be elected annually by the board of directors at a time and manner pursuant to the bylaws. Each principal officer except the secretary and the treasurer shall be a director of the cooperative. The offices of secretary and treasurer may be combined in one individual.

Source: SDC 1939, § 11.1127 (1) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 10.
S.D. Codified Laws § 47-21-25 — SD Code / Title 47 / Chapter 21 / Section 47-21-25
Consolidating cooperatives
Status: in_force

Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative") by complying with the requirements of §§ 47-21-26 and 47-21-27 .

Source: SL 1947, ch 33, § 17; SDC Supp 1960, § 11.2217.
S.D. Codified Laws § 47-14A-81 — SD Code / Title 47 / Chapter 14A / Section 47-14A-81
Trustees entitled to examine certain information
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, each trustee may examine all the information described in § 47-14A-80 for any purpose reasonably related to the trustee's position as a trustee.

Source: SL 2001, ch 245, § 81.
S.D. Codified Laws § 47-1A-730.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-730.1
Extension of voting trust for additional terms--Agreement
Status: in_force

All or some of the parties to a voting trust may extend it for additional terms by signing written consent to the extension. An extension is valid for the duration stated in the extension agreement and is valid from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of all voting trust beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.

Source: SL 2005, ch 239, § 114; SL 2015, ch 228, § 2.
S.D. Codified Laws § 47-1A-624 — SD Code / Title 47 / Chapter 1A / Section 47-1A-624
Share options
Status: in_force

A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, and the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

The terms and conditions of such rights, options, or warrants, including those outstanding on the effective date of this section, may include restrictions or conditions that:

(1) Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or

(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.

Source: SL 2005, ch 239, § 69.
S.D. Codified Laws § 47-1A-123.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-123.1
Delayed effective time and date of document
Status: in_force

A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

Source: SL 2005, ch 239, § 10.
S.D. Codified Laws § 47-13A-1.1 — SD Code / Title 47 / Chapter 13A / Section 47-13A-1.1
Definition of terms
Status: in_force

Terms used in this chapter mean:

(1) "Articles of incorporation," includes the articles of organization of a limited liability company;

(2) "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Limited Liability Company Act;

(3) "Director" or "officer," includes any manager of a limited liability company or the members of a limited liability company that does not have managers;

(4) "Incorporation," includes the members of a limited liability company;

(5) "Shareholders," includes the members of a limited liability company;

(6) "Shares" or "stock," includes membership interests in a limited liability company.

Source: SL 1993, ch 344, § 39V.
S.D. Codified Laws § 47-1A-701 — SD Code / Title 47 / Chapter 1A / Section 47-1A-701
Annual meeting
Status: in_force

A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation' s principal office. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

Source: SL 2005, ch 239, § 86.
S.D. Codified Laws § 47-21-5 — SD Code / Title 47 / Chapter 21 / Section 47-21-5
Requirement that name be distinct
Status: in_force

The name of a cooperative shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in this state.

Source: SL 1947, ch 33, § 5; SDC Supp 1960, § 11.2205.
S.D. Codified Laws § 47-16-44 — SD Code / Title 47 / Chapter 16 / Section 47-16-44
Payments to employees
Status: in_force

A share of the net proceeds of a cooperative may be set aside for or paid to employees. Such amount shall for all purposes except the computation of net proceeds be deemed an expense of operation of the cooperative.

Source: SDC 1939, § 11.1131 (2) (b) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-13-8 — SD Code / Title 47 / Chapter 13 / Section 47-13-8
Action on application--Conditions to issuance of certificate--Duration of certificate
Status: in_force

Upon receipt of an application under § 47-13-7 , the Board of Veterinary Medical Examiners shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Veterinary Practice Act and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the regulations of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate of registration which shall remain effective until January first following the date of such registration.

Source: SL 1964, ch 20, § 5.
S.D. Codified Laws § 47-15-47 — SD Code / Title 47 / Chapter 15 / Section 47-15-47
Method of giving notice--Waiver of notice
Status: in_force

If notice is required by chapters 47-15 to 47-20 , inclusive, to be given to any person, the notice shall be given either personally, by mail, or electronic transmission. If mailed, the notice is given when deposited in the United States mail, with postage prepaid, addressed to the person's address as it appears on the records of the cooperative. If electronically transmitted, the notice is given when sent.

A signed waiver is equivalent to personal notice to the person so signing.

Source: SDC 1939, § 11.1117 as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 3.
S.D. Codified Laws § 47-22-59 — SD Code / Title 47 / Chapter 22 / Section 47-22-59
Powers of corporation--Contracting--Borrowing--Issuance of securities
Status: in_force

Each corporation shall have power to make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income.

Source: SL 1965, ch 24, § 5 (8).
S.D. Codified Laws § 47-26-11 — SD Code / Title 47 / Chapter 26 / Section 47-26-11
Cessation of corporate existence--Exceptions
Status: in_force

Upon the issuance of a certificate of dissolution pursuant to § 47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.

Source: SL 1965, ch 24, § 52.
S.D. Codified Laws § 47-34A-915 — SD Code / Title 47 / Chapter 34A / Section 47-34A-915
Article not exclusive
Status: in_force

The proceedings authorized under §§ 47-34A-901 to 47-34A-914 , inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions.

Source: SL 2013, ch 233, § 29.
S.D. Codified Laws § 47-1A-1331 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1331
Court costs
Status: in_force

The court in an appraisal proceeding commenced under §§ 47-1A-1330 to 47-1A-1330.4 , inclusive, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 305.
S.D. Codified Laws § 47-13B-12.2 — SD Code / Title 47 / Chapter 13B / Section 47-13B-12.2
Amendment of articles of incorporation to be consistent with law
Status: in_force

Any professional corporation or limited liability company may amend its articles of incorporation to be consistent with SL 2005, ch 240.

Source: SL 2005, ch 240, § 2.
S.D. Codified Laws § 47-23-5 — SD Code / Title 47 / Chapter 23 / Section 47-23-5
Special meetings--Electronic communication
Status: in_force

Special meetings of the members of a corporation may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one - twentieth of the votes entitled to be cast at such meeting. The call of a special meeting may provide that the meeting be held by any means of electronic communication that allows the members to:

(1) Substantially see or hear the proceedings concurrently with their occurrence;

(2) Vote on matters submitted to the members; and

(3) Pose questions and make comments.

Source: SL 1965, ch 24, § 15; SL 2021, ch 195, § 3, eff. Mar. 3, 2021.
S.D. Codified Laws § 47-21-46.1 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.1
Filing and recording of trust deed or mortgage in Office of Secretary of State--Effect
Status: in_force

Any trust deed or mortgage executed by a cooperative organized under the provisions of this chapter or qualified in accordance with the provisions of § 47-21-74 or §§ 47-1A-1501 to 47-1A-1532 , inclusive, relative to the qualification of foreign cooperatives to transact business in this state, shall be filed and recorded in the Office of the Secretary of State. The filing and recording of the trust deed or mortgage creates a lien upon the property, real and personal, from the time of the filing. The filing and recording in the Office of the Secretary of State has the same effect to any property as the filing or recording of a similar instrument in each office of the register of deeds where the property is situated.

Source: SL 2009, ch 233, § 1.
S.D. Codified Laws § 47-9A-5 — SD Code / Title 47 / Chapter 9A / Section 47-9A-5
Certain limited liability entities exempt from restrictions
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural land and land capable of being used for farming which:

(1) Was owned by a corporation as of July 1, 1974, including the normal expansion of such ownership at a rate not to exceed twenty percent, measured in acres, in any five - year period; or

(2) Is leased by a corporation in an amount, measured in acres, not to exceed the acreage under lease to such corporation as of July 1, 1974, and the additional acreage required for normal expansion at a rate not to exceed twenty percent in any five - year period;

Source: SL 1974, ch 294, § 4 (3), (6); SL 2004, ch 277, § 3.
S.D. Codified Laws § 47-23-10 — SD Code / Title 47 / Chapter 23 / Section 47-23-10
Cumulative voting for directors
Status: in_force

The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cast the whole number of his votes for one candidate or distribute them upon two or more candidates, as he may prefer.

Source: SL 1965, ch 24, § 17.
S.D. Codified Laws § 47-31B-608 — SD Code / Title 47 / Chapter 31B / Section 47-31B-608
Uniformity and cooperation with other agencies
Status: in_force

(a) Objective of uniformity. The director shall, in its discretion, cooperate, coordinate, consult, and, subject to § 47-31B-607 , share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self - regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self - regulatory organizations, states, and foreign governments.

(b) Policies to consider. In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the director shall, in its discretion, take into consideration in carrying out the public interest the following general policies:

(1) Maximizing effectiveness of regulation for the protection of investors;

(2) Maximizing uniformity in federal and state regulatory standards; and

(3) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

(c) Subjects for cooperation. The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:

(1) Establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;

(2) Developing and maintaining uniform forms;

(3) Conducting a joint examination or investigation;

(4) Holding a joint administrative hearing;

(5) Instituting and prosecuting a joint civil or administrative proceeding;

(6) Sharing and exchanging personnel;

(7) Coordinating registrations under §§ 47-31B-301 and 47-31B-401 through 47-31B-404 and exemptions under § 47-31B-203 ;

(8) Sharing and exchanging records, subject to § 47-31B-607 ;

(9) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;

(10) Formulating common systems and procedures;

(11) Notifying the public of proposed rules, forms, statements of policy, and guidelines;

(12) Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and

(13) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

Source: SL 2004, ch 278, § 46.
S.D. Codified Laws § 47-11A-1.1 — SD Code / Title 47 / Chapter 11A / Section 47-11A-1.1
Definition of terms
Status: in_force

Terms used in this chapter mean:

(1) "Articles of incorporation," includes the articles of organization of a limited liability company;

(2) "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Limited Liability Company Act;

(3) "Director" or "officer," includes any manager of a limited liability company or the members of a limited liability company that does not have managers;

(4) "Incorporation," includes the members of a limited liability company;

(5) "Shareholders," includes the members of a limited liability company;

(6) "Shares" or "stock," includes membership interests in a limited liability company.

Source: SL 1993, ch 344, § 39E.
S.D. Codified Laws § 47-29-11 — SD Code / Title 47 / Chapter 29 / Section 47-29-11
Power of corporation to hold real estate--Maximum holdings--Platting and sale of lots
Status: in_force

Every cemetery corporation has power to purchase or take by gift, grant, or devise, or to hold real property not exceeding one hundred sixty acres for the sole use and purpose of a burial ground and to lay out the same into lots, with convenient avenues and walks, and to sell the lots for the sole use and purpose of burying the dead.

Source: SDC 1939, § 11.1906; SL 1949, ch 24; SL 1955, ch 16.
S.D. Codified Laws § 47-21-81 — SD Code / Title 47 / Chapter 21 / Section 47-21-81
Citation of chapter
Status: in_force

This chapter may be cited as the "Electric Cooperative Law."

Source: SL 1947, ch 33, § 1; SDC Supp 1960, § 11.2201.
S.D. Codified Laws § 47-11C-21.3 — SD Code / Title 47 / Chapter 11C / Section 47-11C-21.3
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for any act, error, or omission of an employee of the professional corporation or limited liability company by maintaining professional liability insurance meeting certain standards, shall remain in effect for any act, error, or omission, whether arising in contract, tort, or otherwise, occurring before July 1, 2005.

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-11E-12.3 — SD Code / Title 47 / Chapter 11E / Section 47-11E-12.3
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for any act, error, or omission of an employee of the professional corporation or limited liability company by maintaining professional liability insurance meeting certain standards, shall remain in effect for any act, error, or omission, whether arising in contract, tort, or otherwise, occurring before July 1, 2005.

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-11B-12 — SD Code / Title 47 / Chapter 11B / Section 47-11B-12
Certificate not assignable
Status: in_force

No certificate of registration issued under this chapter shall be assignable.

Source: SL 1972, ch 249, § 12.
S.D. Codified Laws § 47-1A-1103.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103.5
Acquisition of shares in transactions other than share exchange
Status: in_force

The provisions of §§ 47-1A-1103 to 47-1A-1103.1 , inclusive, do not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange.

Source: SL 2005, ch 239, § 260.
S.D. Codified Laws § 47-1A-728 — SD Code / Title 47 / Chapter 1A / Section 47-1A-728
Cumulative voting for directors
Status: in_force

Shareholders may cumulate their votes for directors. The right to cumulate votes for directors means that the shareholders are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

Source: SL 2005, ch 239, § 111; SL 2010, ch 218, § 16.
S.D. Codified Laws § 47-28-14 — SD Code / Title 47 / Chapter 28 / Section 47-28-14
Interrogatories and answers as confidential--Exception in case of criminal proceedings
Status: in_force

Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

Source: SL 1965, ch 24, § 90.
S.D. Codified Laws § 47-14A-64 — SD Code / Title 47 / Chapter 14A / Section 47-14A-64
Merger or consolidation of business trusts
Status: in_force

Pursuant to an agreement of merger or consolidation, a business trust may merge or consolidate with or into one or more business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with such business trust or other business entity as the agreement shall provide being the surviving or resulting business trust or other business entity. Unless otherwise provided in the governing instrument of a business trust, a merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of such business trust. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a business trust or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the surviving or resulting business trust or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, a business trust or other business entity which is not the surviving or resulting business trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

Source: SL 2001, ch 245, § 64.
S.D. Codified Laws § 47-34A-1007 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1007
Cancellation of certificate of authority
Status: in_force

To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate of authority is cancelled when the notice becomes effective.

Source: SL 1998, ch 272, § 1007; SL 2012, ch 222, § 16; SL 2013, ch 233, § 36.
S.D. Codified Laws § 47-23-2.1 — SD Code / Title 47 / Chapter 23 / Section 47-23-2.1
Liability of director, trustee, committee member, or officer serving without compensation
Status: in_force

No director, trustee, committee member, or officer serving without compensation, other than reimbursement for actual expenses, of any corporation organized under this chapter or under similar laws of another state, or any hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 is liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, trustee, committee member, or officer while acting in an official capacity as such director, trustee, committee member, or officer, unless the act or omission involved willful or wanton misconduct. The immunity provided by this section applies to any member of an advisory board, serving without compensation, other than reimbursement for actual expenses, of any corporation described by this section.

Source: SL 1987, ch 343, § 1; SL 2006, ch 230, § 1; SL 2016, ch 221, § 5.
S.D. Codified Laws § 47-15-10 — SD Code / Title 47 / Chapter 15 / Section 47-15-10
Filing with secretary of state--Certificate of amendment
Status: in_force

One copy of the certificate required by § 47-15-9 shall be retained in the records of the cooperative and one copy shall be filed and recorded in the Office of the Secretary of State, who shall issue a certificate of amendment thereon.

Source: SDC 1939, § 11.1136 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11D-7 — SD Code / Title 47 / Chapter 11D / Section 47-11D-7
Certified employees subject to discipline
Status: in_force

Each individual employee certified pursuant to chapter 36-4A who is employed by a corporation subject to this chapter remains subject to reprimand or discipline for his conduct under the provisions of chapter 36-4A .

Source: SL 1993, ch 337, § 7.
S.D. Codified Laws § 47-18-8 — SD Code / Title 47 / Chapter 18 / Section 47-18-8
Articles of division--Contents and filing
Status: in_force

Articles of division of a cooperative shall set forth the approved plan and such other information as required by § 47-15-9 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately filed and recorded as articles of incorporation for such new cooperative.

Source: SDC 1939, § 11.1141 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-37 — SD Code / Title 47 / Chapter 21 / Section 47-21-37
Submission of dissolution proposition to members--Majority vote required
Status: in_force

The proposition to dissolve a cooperative which has commenced business shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-1A-801 — SD Code / Title 47 / Chapter 1A / Section 47-1A-801
Requirement for and duties of board of directors
Status: in_force

Except as provided in §§ 47-1A-732 to 47-1A-732.6 , inclusive, each corporation must have a board of directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under § 47-1A-732 .

Source: SL 2005, ch 239, § 136.
S.D. Codified Laws § 47-13A-8 — SD Code / Title 47 / Chapter 13A / Section 47-13A-8
Attorney-client privilege unaffected
Status: in_force

Nothing in this chapter shall be deemed to modify the attorney - client privilege established by the Legislature and any comparable common law privilege.

Source: SL 1968, ch 10, § 2.
S.D. Codified Laws § 47-1A-822 — SD Code / Title 47 / Chapter 1A / Section 47-1A-822
Notice of meeting
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

Source: SL 2005, ch 239, § 149.
S.D. Codified Laws § 47-13A-2 — SD Code / Title 47 / Chapter 13A / Section 47-13A-2
Contents of articles of incorporation
Status: in_force

The articles of incorporation of such corporations shall contain provisions complying with the following requirements:

(1) The name of a corporation shall contain the words "professional company" or "professional corporation" or abbreviations thereof, such as "Prof. Co.," "Prof. Corp.", "P.C.", or "PC". The name of a limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L.C.", "PLLC". In addition, the name of the corporation shall always meet the ethical standards established for the names of law firms by the Rules of Professional Conduct of the Supreme Court of South Dakota as if all the stockholders of the corporation were partners.

(2) The corporation shall be organized solely for the purpose of conducting the practice of law only through persons qualified to practice law in the State of South Dakota.

(3) The corporation may exercise the powers and privileges conferred upon corporations by the laws of the State of South Dakota only in furtherance of and subject to its corporate purpose.

(4) All shareholders of the corporation shall be persons duly licensed by the Supreme Court of the State of South Dakota to practice law in the State of South Dakota, and who at all times own their shares in their own right. They shall be individuals who, except for illness, accident, time spent in the armed services, on vacations, and on leaves of absence not to exceed one year, are actively engaged in the practice of law in the offices of the corporation.

(5) Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all his shares forthwith either to the corporation or to any person having the qualifications prescribed in subdivision (4).

(6) The president shall be a shareholder and a director, and to the extent possible all other directors and officers shall be persons having the qualifications prescribed in subdivision (4). Lay directors and officers may not exercise any authority whatsoever over professional matters.

(7) Repealed by SL 2005, ch 240, § 9.

Source: SL 1968, ch 10, § 1; SL 1989, ch 30, § 76; SL 1993, ch 344, § 39W; SL 2005, ch 240, § 9; SL 2020, ch 197, § 9.
S.D. Codified Laws § 47-11-16 — SD Code / Title 47 / Chapter 11 / Section 47-11-16
Service of notice of appeal
Status: in_force

Notice of appeal shall be served upon any member of the Board of Medical and Osteopathic Examiners by leaving with such member, or at his usual place of abode, an attested copy thereof within thirty days after the board has notified the appellant of its decision.

Source: SL 1961, ch 29, § 13.
S.D. Codified Laws § 47-14A-43 — SD Code / Title 47 / Chapter 14A / Section 47-14A-43
Certificate of trust to be filed with secretary--Contents--Trust formed upon filing
Status: in_force

Every business trust shall file a certificate of trust in the Office of the Secretary of State. The certificate of trust shall set forth:

(1) The name of the business trust;

(2) The name and the business address of at least one of the trustees meeting the requirements of this chapter;

(3) The future effective date or time (which shall be a date or time certain) of effectiveness of the certificate if it is not to be effective upon the filing of the certificate; and

(4) Any other information the trustees determine to include therein.

A business trust is formed at the time of the filing of the initial certificate of trust in the Office of the Secretary of State or at any later date or time specified in the certificate of trust if, in either case, there has been substantial compliance with the requirements of this section.

Source: SL 2001, ch 245, § 43.
S.D. Codified Laws § 47-14B-25 — SD Code / Title 47 / Chapter 14B / Section 47-14B-25
Citation of chapter
Status: in_force

This chapter may be cited as the South Dakota Foreign Business Trust Act.

Source: SL 2001, ch 245, § 121.
S.D. Codified Laws § 47-14A-83 — SD Code / Title 47 / Chapter 14A / Section 47-14A-83
Records maintained in other than written form--Demand for information to be in writing
Status: in_force

A business trust may maintain its records in other than a written form if such form is capable of conversion into a written form within a reasonable time.

Any demand by a beneficial owner or trustee under § 47-14A-80 shall be in writing and shall state the purpose of such demand.

Source: SL 2001, ch 245, § 83.
S.D. Codified Laws § 47-18-15 — SD Code / Title 47 / Chapter 18 / Section 47-18-15
Involuntary dissolution--Action by attorney general--Grounds for involuntary dissolution
Status: in_force

A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:

(1) The cooperative's certificate of incorporation was procured through fraud; or

(2) The cooperative has continued to exceed or abuse the authority conferred upon it by chapters 47-15 to 47-20 , inclusive; or

(3) The cooperative failed to comply with a court order for the production of books, records, or other documents of the cooperative as provided in § 47-20-3 .

Source: SDC 1939, § 11.1144 (1) as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 5.
S.D. Codified Laws § 47-17-7.1 — SD Code / Title 47 / Chapter 17 / Section 47-17-7.1
Directors not liable for distribution in good faith reliance on financial statements or accountant's representation
Status: in_force

A director of a cooperative shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the cooperative represented to him to be correct by the president or the officer of the cooperative having charge of his books of account, or stated in a written report by a certified public accountant failing to reflect the financial condition of the cooperative, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value.

Source: SL 1978, ch 338, § 3.
S.D. Codified Laws § 47-1A-921.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-921.1
Articles of domestication--Content
Status: in_force

The articles of domestication shall either contain all of the provisions that § 47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that § 47-1A-202.1 permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.

Source: SL 2005, ch 239, § 203.
S.D. Codified Laws § 47-25-28 — SD Code / Title 47 / Chapter 25 / Section 47-25-28
Authorization for transfer in corporation having no members entitled to vote
Status: in_force

Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 46 (2).
S.D. Codified Laws § 47-1A-1330 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1330
Court action
Status: in_force

If a shareholder makes demand for payment under § 47-1A-1326 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to § 47-1A-1326 plus interest.

Source: SL 2005, ch 239, § 300.
S.D. Codified Laws § 47-14B-14 — SD Code / Title 47 / Chapter 14B / Section 47-14B-14
Liability of beneficial owner or trustee of foreign business trust
Status: in_force

A beneficial owner or a trustee of a foreign business trust is not liable for the obligations of the foreign business trust solely by reason of the business trust's having done business in the state without registration.

Source: SL 2001, ch 245, § 110.
S.D. Codified Laws § 47-1A-722.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722.1
Effective date and duration of appointment of proxy
Status: in_force

An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form.

Source: SL 2005, ch 239, § 100.
S.D. Codified Laws § 47-14A-67 — SD Code / Title 47 / Chapter 14A / Section 47-14A-67
Effective date of merger or consolidation
Status: in_force

Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the Office of the Secretary of State of a certificate of merger or consolidation.

Source: SL 2001, ch 245, § 67.
S.D. Codified Laws § 47-29-1 — SD Code / Title 47 / Chapter 29 / Section 47-29-1
Cemetery corporations authorized--Nonprofit corporation law as applicable
Status: in_force

Incorporations for the purpose of establishing, operating, or maintaining cemeteries may be formed under the provisions of chapters 47-22 to 47-28 , inclusive, relating to nonprofit corporations so far as applicable and conformable to the powers, duties, limitations, and policy in this chapter prescribed for cemetery corporations or associations.

Source: SDC 1939, § 11.1901; SL 1966, ch 17, § 1.
S.D. Codified Laws § 47-26-12 — SD Code / Title 47 / Chapter 26 / Section 47-26-12
Revocation of dissolution action--Procedure
Status: in_force

A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§ 47-26-13 and 47-26-14 .

Source: SL 1965, ch 24, § 50.
S.D. Codified Laws § 47-30-9 — SD Code / Title 47 / Chapter 30 / Section 47-30-9
Participation in false report or refusing to make report as misdemeanor
Status: in_force

Except as otherwise specially provided, any director, officer, or agent of a corporation who knowingly concurs in making or publishing a written report, exhibit, or statement of its affairs or pecuniary condition, containing a material statement which is false, or who intentionally refuses or neglects to make or deliver a written report, exhibit, or statement required by law, is guilty of a Class 2 misdemeanor.

Source: SDC 1939, § 13.4309; SL 1983, ch 15, § 54.
S.D. Codified Laws § 47-1A-705 — SD Code / Title 47 / Chapter 1A / Section 47-1A-705
Notice of meeting
Status: in_force

Except for the increase of stock and indebtedness when sixty days' notice is required by S.D. Const., Art. XVII, § 8, a corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. However, notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. If not otherwise fixed under § 47-1A-703 or 47-1A-707 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 47-1A-707 , notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.

Source: SL 2005, ch 239, § 91.
S.D. Codified Laws § 47-1A-302 — SD Code / Title 47 / Chapter 1A / Section 47-1A-302
General powers
Status: in_force

Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to:

(1) Sue and be sued, complain, and defend in its corporate name;

(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) Make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) Transact any lawful business that will aid governmental policy;

(15) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

Source: SL 2005, ch 239, § 38.
S.D. Codified Laws § 47-11E-5.1 — SD Code / Title 47 / Chapter 11E / Section 47-11E-5.1
Revocable trust as shareholder--Conditions
Status: in_force

Notwithstanding any other provisions of this chapter, a revocable trust may be a shareholder in a corporation or limited liability company organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a shareholder of a corporation organized under this chapter. After the death of the grantor, the shares owned by a revocable trust are subject to any divestiture and redemption provisions of this chapter as if the shares were directly owned by the grantor of the trust.

Source: SL 2002, ch 205, § 6.
S.D. Codified Laws § 47-11-20 — SD Code / Title 47 / Chapter 11 / Section 47-11-20
Conflict with Medical Practice Act
Status: in_force

If any provision of this chapter conflicts with the Medical Practice Act this chapter shall take precedence.

Source: SL 1961, ch 29, § 3.
S.D. Codified Laws § 47-21-75 — SD Code / Title 47 / Chapter 21 / Section 47-21-75
Construction to comply with National Electrical Safety Code--Compliance establishes due care in negligence claim
Status: in_force

Construction of electric lines by a cooperative shall comply with the standards of the National Electrical Safety Code in effect at the time of the construction. Proof of compliance with the requirements of the applicable National Electrical Safety Code establishes due care in the defense of a negligence claim alleging a violation of that standard.

Source: SL 1947, ch 33, § 28; SL 1951, ch 21; SDC Supp 1960, § 11.2228; SL 2007, ch 261, § 1.
S.D. Codified Laws § 47-22-31 — SD Code / Title 47 / Chapter 22 / Section 47-22-31
Meeting of first board of directors--Organization meeting--Notice of meeting
Status: in_force

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.

Source: SL 1965, ch 24, § 34.
S.D. Codified Laws § 47-17-3 — SD Code / Title 47 / Chapter 17 / Section 47-17-3
Number of directors
Status: in_force

The number of directors of a cooperative shall not be less than five, provided that in a cooperative with less than fifty members, the number of directors shall not be less than three. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws.

Source: SDC 1939, § 11.1123 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11F-10 — SD Code / Title 47 / Chapter 11F / Section 47-11F-10
Additional information required in forming, organizing, or registration documents
Status: in_force

In addition to providing the information required by the South Dakota Business Corporation Act, the following information is also required in the forming documents of a professional corporation, the organizing documents of a limited liability company, or the registration documents of a limited liability partnership:

(1) The name of the corporation, limited liability company, or limited liability partnership;

(2) The purpose of the corporation, limited liability company, or limited liability partnership;

(3) A statement that the shareholders of the corporation, members of the limited liability company, or partners in a limited liability partnership may only be professional persons licensed to render the kind of professional service that fit the purpose of the corporation, limited liability company, or limited liability partnership; and

(4) A statement that the officers and directors of a corporation, the governors and managers of a limited liability company, and the partners of a limited liability partnership, must be professional persons licensed to render the kind of professional services that fit the purpose of the corporation, limited liability company, or limited liability partnership.

Source: SL 2000, ch 219, § 10.
S.D. Codified Laws § 47-14A-2 — SD Code / Title 47 / Chapter 14A / Section 47-14A-2
Beneficial owner's contribution to business trust--Contribution not required
Status: in_force

A contribution of a beneficial owner to the business trust may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. However, a person may become a beneficial owner of a business trust and may receive a beneficial interest in a business trust without making a contribution or being obligated to make a contribution to the business trust.

Source: SL 2001, ch 245, § 2.
S.D. Codified Laws § 47-16-46 — SD Code / Title 47 / Chapter 16 / Section 47-16-46
Distributions to patrons
Status: in_force

Unless the articles or bylaws of a cooperative otherwise expressly provide, none of the remainder of the net proceeds after distributions and payments pursuant to §§ 47-16-44 and 47-16-45 shall constitute income of the cooperative but all thereof shall be distributed and paid to patrons, whether members or not, as provided by §§ 47-16-47 to 47-16-49 , inclusive.

Source: SDC 1939, § 11.1131 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-68 — SD Code / Title 47 / Chapter 22 / Section 47-22-68
Powers of corporation--Other powers
Status: in_force

Each corporation shall have power to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

Source: SL 1965, ch 24, § 5 (17).
S.D. Codified Laws § 47-1A-955.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-955.1
Effect of conversion of domestic business to a foreign other entity
Status: in_force

When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to:

(1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion; and

(2) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 231.
S.D. Codified Laws § 47-34A-804 — SD Code / Title 47 / Chapter 34A / Section 47-34A-804
Member's or manager's power and liability as agent after dissolution
Status: in_force

(a) A limited liability company is bound by a member's or manager's act after dissolution that:

(1) Is appropriate for winding up the company's business; or

(2) Would have bound the company under § 47-34A-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.

(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.

Source: SL 1998, ch 272, § 804.
S.D. Codified Laws § 47-11-7 — SD Code / Title 47 / Chapter 11 / Section 47-11-7
Certificate of registration required--Application for certificate--Contents
Status: in_force

No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 47-11-1 without a certificate of registration from the Board of Medical and Osteopathic Examiners, hereinafter referred to as the board. Application for such registration shall be made to said board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.

Source: SL 1961, ch 29, § 5.
S.D. Codified Laws § 47-11-2 — SD Code / Title 47 / Chapter 11 / Section 47-11-2
Corporate name
Status: in_force

A corporate name shall end with the word "chartered," or, the word "limited," or the abbreviation "Ltd.," or the words "professional association," or the abbreviation "P.C." or "PC". Corporations that were utilizing the designation "P.A." on July 1, 1974, but no others, may continue to use that designation. A limited liability company name shall include the word "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L.C.", or "PLLC".

Source: SL 1961, ch 29, § 4; SL 1963, ch 34, § 1; SL 1974, ch 295, § 1; SL 1993, ch 344, § 39C; SL 2020, ch 197, § 1.
S.D. Codified Laws § 47-14A-19 — SD Code / Title 47 / Chapter 14A / Section 47-14A-19
Beneficial owner's interest in business trust as personal property
Status: in_force

A beneficial owner's beneficial interest in the business trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a business trust, a beneficial owner has no interest in specific business trust property.

Source: SL 2001, ch 245, § 19.