S.D. Codified Laws § 47-34A-905 — SD Code / Title 47 / Chapter 34A / Section 47-34A-905
Effect of merger
Status: in_force

(a) When a merger becomes effective:

(1) The surviving organization continues or comes into existence;

(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;

(4) All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;

(5) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of §§ 47-34A-801 to 47-34A-812 , inclusive;

(9) If the surviving organization is created by the merger:

(A) If it is a limited liability company, the certificate of organization becomes effective; or

(B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and

(10) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.

(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner as in § 47-34A-206 .

Source: SL 1998, ch 272, § 905; SL 2013, ch 233, § 19.
S.D. Codified Laws § 47-16-37 — SD Code / Title 47 / Chapter 16 / Section 47-16-37
Approval of court required for termination of action
Status: in_force

An action instituted or maintained in the right of any association by any member or stockholder shall not be dismissed or compromised without the approval of the court.

Source: SDC 1939, § 11.1153 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-13B-4 — SD Code / Title 47 / Chapter 13B / Section 47-13B-4
Corporate name
Status: in_force

The name of the corporation shall contain words "professional company," or "professional corporation" or abbreviations thereof, such as "Prof. Co.," "Prof. Corp.," "P.C.", "PC", "Incorporated," "Corporation," "Corp.," "Association," "Ltd.," "Chartered," or "Inc." 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.", or "PLLC". In addition, any name of a corporation or limited liability company shall always meet the ethical standards established for the names of professional accounting firms by the board of the State of South Dakota, and in accordance with the code of professional ethics of the American Institute of Certified Public Accountants.

Source: SL 1971, ch 260, § 1 (1); SL 1993, ch 344, § 39AA; SL 1994, ch 305, § 8; SL 2020, ch 197, § 10.
S.D. Codified Laws § 47-14A-77 — SD Code / Title 47 / Chapter 14A / Section 47-14A-77
Indemnification of trustee or beneficial owner
Status: in_force

Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a business trust, a business trust may indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

Source: SL 2001, ch 245, § 77.
S.D. Codified Laws § 47-18-4 — SD Code / Title 47 / Chapter 18 / Section 47-18-4
Rights and duties of surviving cooperative
Status: in_force

After a merger or consolidation, the surviving or new cooperative possesses all the rights and all the property of each of the individual cooperatives, and is responsible for all their obligations. Title to any property is vested in the surviving or new cooperative with no reversion or impairment thereof caused by the merger or consolidation. No right of any creditor may be impaired by the merger or consolidation without his consent.

Source: SDC 1939, § 11.1140 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-408 — SD Code / Title 47 / Chapter 34A / Section 47-34A-408
Members' and managers' right to information
Status: in_force

(a) A limited liability company shall provide managers and members and the respective agents and attorneys of members access for proper purposes to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their respective agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.

(b) A limited liability company shall furnish to a manager:

(1) Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the manager's performance of the manager's duties under the operating agreement or this chapter; and

(2) On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:

(1) Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and

(2) On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(d) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.

Source: SL 1998, ch 272, § 408; SL 2010, ch 218, § 1.
S.D. Codified Laws § 47-21-46 — SD Code / Title 47 / Chapter 21 / Section 47-21-46
Place of recordation of encumbrance
Status: in_force

Any mortgage, deed of trust, or other instrument executed by a cooperative pursuant to this chapter, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located shall have the same force and effect as if the mortgage, deed of trust, or other instrument, were also recorded, filed, or indexed as provided by law in the proper office in such county as a mortgage of personal property.

Source: SL 1947, ch 33, § 26; SDC Supp 1960, § 11.2226.
S.D. Codified Laws § 47-14A-29 — SD Code / Title 47 / Chapter 14A / Section 47-14A-29
Action by trustees--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 trustees:

(1) The trustees 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 trustees 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 trustees entitled to vote thereon were present and voted; and

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

Source: SL 2001, ch 245, § 29.
S.D. Codified Laws § 47-18-5 — SD Code / Title 47 / Chapter 18 / Section 47-18-5
Amendment of surviving cooperative's articles
Status: in_force

The articles of the cooperative surviving a merger are deemed amended to the extent provided in the plan of merger.

Source: SDC 1939, § 11.1140 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14B-10 — SD Code / Title 47 / Chapter 14B / Section 47-14B-10
Correction of false application of foreign business trust
Status: in_force

If any statement in the application for registration of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign business trust shall promptly file in the Office of the Secretary of State a certificate, executed by a trustee or other authorized person, correcting such statement, together with a fee as set forth in § 47-14B-22 .

Source: SL 2001, ch 245, § 106.
S.D. Codified Laws § 47-18-17 — SD Code / Title 47 / Chapter 18 / Section 47-18-17
Liquidation of assets by court--Proper parties to bring action
Status: in_force

The circuit court for the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when an action for that purpose is filed by or on behalf of:

(1) A majority of the designated committee or directors when a resolution is adopted pursuant to § 47-18-11 ;

(2) The attorney general when a decree of dissolution has been obtained pursuant to § 47-18-15 ;

(3) A judgment creditor whose execution is returned unsatisfied when it is established that the cooperative is unable to pay its debts as they become due in the usual course of its business;

(4) Any creditor when it is established that the cooperative is dissolving pursuant to §§ 47-18-11 to 47-18-14 , inclusive, or §§ 47-18-16.3 to 47-18-16.6 , inclusive, without making adequate provision for payment of all creditors.

Source: SDC 1939, § 11.1145 (1) as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 11.
S.D. Codified Laws § 47-1A-722.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722.5
Acceptance of proxy's vote or other action--Limitations
Status: in_force

Subject to §§ 47-1A-724 and 47-1A-724.1 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

Source: SL 2005, ch 239, § 104.
S.D. Codified Laws § 47-1A-1021 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1021
Bylaw increasing quorum or voting requirement for directors
Status: in_force

A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:

(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;

(2) If adopted by the board of directors, either by the shareholders or by the board of directors.

A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.

Action by the board of directors under this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

Source: SL 2005, ch 239, § 247.
S.D. Codified Laws § 47-24-25 — SD Code / Title 47 / Chapter 24 / Section 47-24-25
Personal affiliation information--Public benefit
Status: in_force

Personal affiliation information derived from a donation to a nonprofit corporation that is affiliated with a public agency may be disclosed if the donor has not previously requested anonymity from the nonprofit corporation.

Source: SL 2021, ch 197, § 5.
S.D. Codified Laws § 47-11F-13 — SD Code / Title 47 / Chapter 11F / Section 47-11F-13
Professional practice or service without license not permitted
Status: in_force

This chapter does not authorize an individual to practice any profession, or furnish any professional service, for which the individual is not licensed.

Source: SL 2000, ch 219, § 13.
S.D. Codified Laws § 47-11D-3.1 — SD Code / Title 47 / Chapter 11D / Section 47-11D-3.1
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, § 5.
S.D. Codified Laws § 47-1A-1431.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1431.1
Shareholders as parties
Status: in_force

It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

Source: SL 2005, ch 239, § 333.
S.D. Codified Laws § 47-12-21 — SD Code / Title 47 / Chapter 12 / Section 47-12-21
Citation of chapter
Status: in_force

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

Source: SL 1963, ch 35, § 1.
S.D. Codified Laws § 47-13-18 — SD Code / Title 47 / Chapter 13 / Section 47-13-18
Private corporations law as applicable
Status: in_force

The provisions of the law governing private corporations shall be applicable to corporations formed under this chapter, including their organization, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this chapter.

Source: SL 1964, ch 20, § 3.
S.D. Codified Laws § 47-11B-1.1 — SD Code / Title 47 / Chapter 11B / Section 47-11B-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, § 39H.
S.D. Codified Laws § 47-24-2 — SD Code / Title 47 / Chapter 24 / Section 47-24-2
Inspection of books or records
Status: in_force

All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Source: SDC 1939, § 11.0801; SL 1965, ch 24, § 27.
S.D. Codified Laws § 47-15-6 — SD Code / Title 47 / Chapter 15 / Section 47-15-6
Filing articles with secretary of state--Beginning of corporate existence
Status: in_force

The original articles of incorporation, duly signed, shall be delivered to the secretary of state for filing and recording. The legal corporate existence of a cooperative begins when the articles are so delivered.

Source: SDC 1939, § 11.1107 as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 2; SL 2012, ch 222, § 2.
S.D. Codified Laws § 47-11-21 — SD Code / Title 47 / Chapter 11 / Section 47-11-21
Citation of chapter
Status: in_force

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

Source: SL 1961, ch 29, § 1.
S.D. Codified Laws § 47-14A-18 — SD Code / Title 47 / Chapter 14A / Section 47-14A-18
Creditors of beneficial owners have no rights in business trust property
Status: in_force

No creditor of the beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust.

Source: SL 2001, ch 245, § 18.
S.D. Codified Laws § 47-26-19 — SD Code / Title 47 / Chapter 26 / Section 47-26-19
Venue of attorney general's action--Service of process
Status: in_force

Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the circuit court for the county in which the registered office of the corporation is situated, or in the circuit court for Hughes County. Summons shall issue and be served as in other civil actions.

Source: SL 1965, ch 24, § 55.
S.D. Codified Laws § 47-1A-726 — SD Code / Title 47 / Chapter 1A / Section 47-1A-726
Action by single and multiple voting groups
Status: in_force

If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 47-1A-725 . If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 47-1A-725 . Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

Source: SL 2005, ch 239, § 109.
S.D. Codified Laws § 47-13-15 — SD Code / Title 47 / Chapter 13 / Section 47-13-15
Appeal from denial of certificate--Power of court on appeal
Status: in_force

Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may, within thirty days after notice of such action by the Board of Veterinary Medical Examiners, appeal to the circuit court for the county where such corporation has its principal place of business. The court shall inquire into the cause of the board's action and may affirm, or reverse such decision and order a further hearing by the board, or may order the board to grant appellant a certificate of registration.

Source: SL 1964, ch 20, § 12.
S.D. Codified Laws § 47-33-17 — SD Code / Title 47 / Chapter 33 / Section 47-33-17
Business combinations between corporation and interested shareholder
Status: in_force

Except as provided in § 47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than:

(1) A business combination approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date, or where the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date has been approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date.

(2) A business combination approved:

(a) By the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of such interested shareholder, at a meeting called for such purpose no earlier than three months after the interested shareholder became, and if at the time of the meeting the interested shareholder is, the beneficial owner, directly or indirectly, of at least eighty percent of the voting shares, if the business combination also satisfies all the conditions of § 47-33-18 ; or

(b) By the affirmative vote of all of the holders of all of the outstanding voting shares.

(3) A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of the interested shareholder, at a meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date.

(4) A business combination approved by a majority of the outstanding voting shares at a shareholder's meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date, if the business combination also satisfies all of the conditions of § 47-33-18 .

Source: SL 1990, ch 369, § 301.
S.D. Codified Laws § 47-34A-1005 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1005
Noncomplying name of foreign limited liability company
Status: in_force

(a) A foreign limited liability company whose name does not comply with § 47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with § 47-34A-105 . A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 37-11 or § 47-34A-105 . After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under chapter 37-11 or § 47-34A-105 to transact business in this state under another name.

(b) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with § 47-34A-105 , it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.

Source: SL 1998, ch 272, § 1005; SL 2013, ch 233, § 34.
S.D. Codified Laws § 47-1A-1405 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1405
Effect of dissolution
Status: in_force

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

Source: SL 2005, ch 239, § 316.
S.D. Codified Laws § 47-18-16.5 — SD Code / Title 47 / Chapter 18 / Section 47-18-16.5
Application for reinstatement
Status: in_force

Any cooperative administratively dissolved under § 47-18-16.4 may apply to the secretary of state for reinstatement within two years after the effective date of dissolution. The application shall:

(1) Recite the name of the cooperative and the effective date of its administrative dissolution; and

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated.

If the secretary of state determines that the application contains the information required and that the information is correct, he shall cancel the certificate of dissolution and prepare an original and one copy of a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve the copy on the cooperative under § 47-15-22. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the cooperative resumes carrying on its business as if the administrative dissolution had never occurred.

Source: SL 1989, ch 390, § 9.
S.D. Codified Laws § 47-1A-604 — SD Code / Title 47 / Chapter 1A / Section 47-1A-604
Fractional shares--Scrip
Status: in_force

A corporation may:

(1) Issue fractions of a share or pay in money the value of fractions of a share;

(2) Arrange for disposition of fractional shares by the shareholders;

(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

Source: SL 2005, ch 239, § 60.
S.D. Codified Laws § 47-25A-12 — SD Code / Title 47 / Chapter 25A / Section 47-25A-12
Abandonment of for-profit conversion
Status: in_force

(a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members.

(b) If a for-profit conversion is abandoned under paragraph (a) after articles of for-profit conversion are filed with the Office of the Secretary of State but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing prior to the effective date of the for-profit conversion. The statement takes effect upon filing and the for-profit conversion is abandoned and does not become effective.

Source: SL 2016, ch 221, § 27.
S.D. Codified Laws § 47-1A-951 — SD Code / Title 47 / Chapter 1A / Section 47-1A-951
Plan of entity conversion--Content
Status: in_force

A plan of entity conversion must include:

(1) A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;

(2) The terms and conditions of the conversion;

(3) The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and

(4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.

Source: SL 2005, ch 239, § 221.
S.D. Codified Laws § 47-11A-12.2 — SD Code / Title 47 / Chapter 11A / Section 47-11A-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 § 47-22-33.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-33.1
Method of providing notice to members or directors
Status: in_force

If so provided in the articles of incorporation or bylaws of the corporation, any written notice required to be provided to any member or director pursuant to any provision of chapters 47-22 to 47-28 , inclusive, may be sent by any reasonable means of transmission set forth in the articles of incorporation or bylaws of the corporation, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.

Source: SL 2016, ch 221, § 15.
S.D. Codified Laws § 47-1A-625 — SD Code / Title 47 / Chapter 1A / Section 47-1A-625
Form and content of certificates generally
Status: in_force

Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum each share certificate shall state on its face:

(1) The name of the issuing corporation and that it is organized under the law of this state;

(2) The name of the person to whom issued; and

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

Source: SL 2005, ch 239, § 70.
S.D. Codified Laws § 47-1A-1006 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1006
Articles of amendment
Status: in_force

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Office of the Secretary of State, for filing, articles of amendment, which shall set forth:

(1) The name of the corporation;

(2) The text of each amendment adopted, or the information required by § 47-1A-120.2 ;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with § 47-1A-120.2 ;

(4) The date of each amendment's adoption; and

(5) If an amendment:

(a) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;

(b) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or

(c) Is being filed pursuant to § 47-1A-120.2 , a statement to that effect.

Source: SL 2005, ch 239, § 240.
S.D. Codified Laws § 47-34A-203 — SD Code / Title 47 / Chapter 34A / Section 47-34A-203
Articles of organization
Status: in_force

(1) The name of the company;

(2) The address of the initial designated office;

(3) The information required by § 59-11-6 ;

(4) The name and address of each organizer;

(5) The duration of the company if other than perpetual;

(6) Whether the company is to be manager-managed, and, if so, the name and address for each initial manager;

(7) Whether one or more of the members of the company are to be liable for its debts and obligations under § 47-34A-303 (c);and

(8) Whether the limited liability company is authorized to establish one or more series and the matters required under § 47-34A-702 .

(b) Articles of organization of a limited liability company may set forth:

(1) Provisions permitted to be set forth in an operating agreement; or

(2) Other matters not inconsistent with law.

(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of § 47-34A-103 (b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

(1) The operating agreement controls as to managers, members, and members' transferees; and

(2) The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment.

Source: SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.
S.D. Codified Laws § 47-11A-13 — SD Code / Title 47 / Chapter 11A / Section 47-11A-13
Articles of incorporation filed with chiropractic examiners--List of shareholders and employees
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 - treasurer of the Board of Chiropractic Examiners of South Dakota, together with a certified copy of all amendments thereto. At the time of filing the original articles with said secretary - treasurer, 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 of all persons who are not shareholders who are employed by the corporation and who are authorized to practice chiropractic in South Dakota. Within ten 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 - treasurer.

Source: SL 1970, ch 258, § 2.
S.D. Codified Laws § 47-1A-1420 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1420
Grounds for administrative dissolution
Status: in_force

The Office of the Secretary of State may commence a proceeding under § 47-1A-1421 to administratively dissolve a corporation if:

(1) The corporation does not pay within sixty days after they are due any filing fees or penalties imposed by this chapter or other law;

(2) The corporation does not deliver its annual report to the Office of the Secretary of State within sixty days after it is due;

(3) The corporation is without a registered agent in this state for sixty days or more;

(4) The corporation does not notify the Office of the Secretary of State within sixty days that its registered agent has been changed or that its registered agent has resigned; or

(5) The corporation's period of duration stated in its articles of incorporation expires.

Source: SL 2005, ch 239, § 327; SL 2008, ch 275, § 41.
S.D. Codified Laws § 47-1A-1506.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1506.2
Corporate name--Application to use name not distinguishable from specified names--Authorization
Status: in_force

A foreign corporation may apply to the Office of the Secretary of State for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon the records of the Office of the Secretary of State from the name applied for. The Office of the Secretary of State shall authorize use of the name applied for if:

(1) The other corporation or entity consents to the use in writing and submits an undertaking in form satisfactory to the Office of the Secretary of State to change its name to a name that is distinguishable upon the records of the Office of the Secretary of State from the name of the applying corporation; or

(2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

Source: SL 2005, ch 239, § 356.
S.D. Codified Laws § 47-22-22 — SD Code / Title 47 / Chapter 22 / Section 47-22-22
Preexisting actions unaffected--Change of name as not abating action
Status: in_force

No amendment to the articles of incorporation shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporation name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.

Source: SDC 1939, § 11.1302; SL 1965, ch 24, § 38.
S.D. Codified Laws § 47-1A-952 — SD Code / Title 47 / Chapter 1A / Section 47-1A-952
Action on a plan of entity conversion
Status: in_force

In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:

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

(2) After adopting the plan of entity conversion, the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders 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 shareholders the basis for that determination;

(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;

(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion 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 shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion;

(5) Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the conversion by that voting group exists;

(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2005, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended;

(7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.

Source: SL 2005, ch 239, § 224.
S.D. Codified Laws § 47-16-6 — SD Code / Title 47 / Chapter 16 / Section 47-16-6
Notice to delegates or alternates
Status: in_force

At any meeting of a cooperative at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected.

Source: SDC 1939, § 11.1115 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-740 — SD Code / Title 47 / Chapter 1A / Section 47-1A-740
Subpart definitions
Status: in_force

Terms used in §§ 47-1A-741 to 47-1A-747 , inclusive, mean:

(1) "Derivative proceeding," a civil suit in the right of a domestic corporation or, to the extent provided in § 47-1A-747 , in the right of a foreign corporation;

(2) "Shareholder," includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.

Source: SL 2005, ch 239, § 123.
S.D. Codified Laws § 47-1A-401.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-401.3
Corporate name--Use of name upon merger, reorganization, or acquisition of assets
Status: in_force

A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

This chapter does not control the use of fictitious names.

Source: SL 2005, ch 239, § 44.
S.D. Codified Laws § 47-14A-7 — SD Code / Title 47 / Chapter 14A / Section 47-14A-7
Liability of officers, employees, and others managing business of trust
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, an officer, employee, manager, or other person acting pursuant to subdivision 47-14A-25(7), when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof.

Source: SL 2001, ch 245, § 7.
S.D. Codified Laws § 47-11C-16 — SD Code / Title 47 / Chapter 11C / Section 47-11C-16
Relationship with patient unchanged
Status: in_force

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

Source: SL 1977, ch 384, § 16.
S.D. Codified Laws § 47-34A-207 — SD Code / Title 47 / Chapter 34A / Section 47-34A-207
Correcting filed record
Status: in_force

(a) A limited liability company or foreign limited liability company may correct a record filed by the secretary of state if the record contains a false or erroneous statement or was defectively signed.

(b) A record is corrected:

(1) By preparing articles of correction that:

(i) Describe the record, including its filing date, or attach a copy of it to the articles of correction;

(ii) Specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and

(iii) Correct the incorrect statement or defective signing; and

(2) By delivering the corrected record to the secretary of state for filing.

(c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

Source: SL 1998, ch 272, § 207.
S.D. Codified Laws § 47-15-12 — SD Code / Title 47 / Chapter 15 / Section 47-15-12
Articles and bylaws--Action to invalidate amendment--Limitations
Status: in_force

No action may be maintained to invalidate any amendment to the articles or bylaws because of the manner of its adoption unless commenced within two years after its adoption.

Source: SDC 1939, § 11.1136 (4) as enacted by SL 1965, ch 23, § 1; SL 2021, ch 194, § 1.
S.D. Codified Laws § 47-28-3 — SD Code / Title 47 / Chapter 28 / Section 47-28-3
Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo
Status: in_force

From disapproval of any articles or document described in § 47-28-2 , the person or corporation delivering the same to the secretary of state may appeal to the circuit court for the county in which the registered office of such corporation is, or is proposed to be, situated by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

Source: SL 1965, ch 24, § 92.
S.D. Codified Laws § 47-18-12 — SD Code / Title 47 / Chapter 18 / Section 47-18-12
Liquidation of assets--Distribution of proceeds
Status: in_force

When the resolution for dissolution of a cooperative is adopted, either a committee designated by the resolution or the board of directors shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.

Source: SDC 1939, § 11.1143 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-24-24 — SD Code / Title 47 / Chapter 24 / Section 47-24-24
Personal affiliation information--Exemptions
Status: in_force

The provisions of §§ 47-24-21 to 47-24-23 , inclusive, do not apply to:

(1) Any report or disclosure required by state law to be filed with the secretary of state;

(2) Any official record or minutes required by law to be maintained by a public agency if the personal affiliation information was voluntarily disclosed by the donor;

(3) Any lawful warrant for personal affiliation information issued by a court of competent jurisdiction;

(4) A lawful request for discovery of personal affiliation information in litigation if the following conditions are met:

(a) The requestor demonstrates a compelling need for the personal affiliation information by clear and convincing evidence; and

(b) The requestor obtains a protective order barring disclosure of personal affiliation information to any person not named in the litigation;

(5) Admission of personal affiliation information as relevant evidence before a court of competent jurisdiction. However, no court filing may publicly reveal personal affiliation information absent a specific finding of good cause;

(6) A review of personal affiliation information necessary for a sales or use tax audit of a nonprofit corporation by the Department of Revenue; or

(7) A review of personal affiliation information necessary for purposes of an audit, examination, or investigation of a nonprofit corporation pursuant to chapter 4-11 .

Source: SL 2021, ch 197, § 4.
S.D. Codified Laws § 47-11C-14 — SD Code / Title 47 / Chapter 11C / Section 47-11C-14
Suspension or revocation of certificate--Grounds
Status: in_force

The Board of Podiatry Examiners may suspend or revoke any certificate of registration issued under this chapter for any of the following reasons:

(1) The revocation or suspension of the registration to practice podiatry of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;

(2) Unethical professional conduct on the part of any officer, director, stockholder, or employee not promptly removed or discharged by the corporation;

(3) The death of the last remaining shareholder; or

(4) Upon finding that the holder of a certificate has failed to comply with the provisions of this chapter or the regulations prescribed by the board.

Source: SL 1977, ch 384, § 14.
S.D. Codified Laws § 47-21-36 — SD Code / Title 47 / Chapter 21 / Section 47-21-36
Dissolution after commencement of business
Status: in_force

A cooperative which has commenced business may be dissolved in the manner provided by §§ 47-21-37 to 47-21-41 , inclusive.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-34A-1106 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1106
Proceeds and expenses
Status: in_force

(a) Except as otherwise provided in subsection (b):

(1) Any proceeds or other benefits of a derivative action under § 47-34A-1102 , whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and

(2) If the plaintiff receives any proceeds, the plaintiff shall immediately remit the proceeds to the company.

(b) If a derivative action under § 47-34A-1102 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.

Source: SL 2013, ch 233, § 44.
S.D. Codified Laws § 47-9A-1 — SD Code / Title 47 / Chapter 9A / Section 47-9A-1
Agriculture prohibited as corporate or limited liability company purpose
Status: in_force

The Legislature of the State of South Dakota recognizes the importance of the family farm to the economic and moral stability of the state, and the Legislature recognizes that the existence of the family farm is threatened by conglomerates in farming. Therefore, it is hereby declared to be the public policy of this state, and shall be the provision of this chapter, that, notwithstanding the provisions of § 47-1A-301 , no foreign or domestic corporation, except as provided herein, shall be formed or licensed under the South Dakota Business Corporation Act for the purpose of owning, leasing, holding or otherwise controlling agricultural land to be used in the business of agriculture.

It is further declared that no foreign or domestic limited liability company, except as provided herein, shall be formed or licensed under the South Dakota Limited Liability Company Act for the purpose of owning, leasing, holding or otherwise controlling agricultural land to be used in the business of agriculture.

Source: SL 1974, ch 294, § 2; SL 1991, ch 377, § 1; SL 1993, ch 344, § 39FF; SL 2005, ch 202, § 8.
S.D. Codified Laws § 47-9A-13 — SD Code / Title 47 / Chapter 9A / Section 47-9A-13
Family farm and authorized farm corporations exempt
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to a family farm corporation or an authorized farm corporation.

Source: SL 1974, ch 294, § 4 (2); SL 2004, ch 277, § 11.
S.D. Codified Laws § 47-1A-833.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-833.1
Contribution or recoupment--Limitation of action
Status: in_force

A director held liable under § 47-1A-833 for an unlawful distribution is entitled to:

(1) Contribution from every other director who could be held liable under § 47-1A-833 for the unlawful distribution; and

(2) Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of § 47-1A-640 or 47-1A-1409 .

A proceeding to enforce contribution or recoupment under this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under § 47-1A-833 .

Source: SL 2005, ch 239, § 163.
S.D. Codified Laws § 47-18-13 — SD Code / Title 47 / Chapter 18 / Section 47-18-13
Certificate of dissolution--Contents of certificate
Status: in_force

A certificate of dissolution of a cooperative shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal, if any, stating:

(1) The name of the cooperative;

(2) The name and address of each director or committee member;

(3) The date of adoption of the resolution of dissolution;

(4) A statement that all liquidation activities have been completed and that there are no suits pending against the cooperative.

Source: SDC 1939, § 11.1143 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-17-9 — SD Code / Title 47 / Chapter 17 / Section 47-17-9
Quorum at meeting
Status: in_force

Unless a greater number is required in the bylaws of a cooperative, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Source: SDC 1939, § 11.1124 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-23-25 — SD Code / Title 47 / Chapter 23 / Section 47-23-25
Removal of officers--Contract rights unaffected
Status: in_force

Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer or agent shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Source: SL 1965, ch 24, § 26.
S.D. Codified Laws § 47-22-33 — SD Code / Title 47 / Chapter 22 / Section 47-22-33
Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws
Status: in_force

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.

Source: SDC 1939, §§ 11.1407, 11.1501, 11.1502; SL 1965, ch 24, § 13.
S.D. Codified Laws § 47-1A-925.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-925.1
Abandonment of domestication of foreign business corporation
Status: in_force

If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Office of the Secretary of State, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective.

Source: SL 2005, ch 239, § 214.
S.D. Codified Laws § 47-9A-23 — SD Code / Title 47 / Chapter 9A / Section 47-9A-23
Citation of chapter
Status: in_force

This chapter shall be known and may be cited as the Family Farm Act of 1974.

Source: SL 1974, ch 294, § 1.
S.D. Codified Laws § 47-25-13 — SD Code / Title 47 / Chapter 25 / Section 47-25-13
Formation of single corporation--Surviving corporation
Status: in_force

When a merger or consolidation has been effected pursuant to this chapter, the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

Source: SL 1965, ch 24, § 44 (1).
S.D. Codified Laws § 47-1A-1523 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1523
Transfer of authority
Status: in_force

A foreign business corporation authorized to transact business in this state that converts to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing with the Office of the Secretary of State if it transacts business in this state shall file with the Office of the Secretary of State an application for transfer of authority executed by any officer or other duly authorized representative. The application shall set forth:

(1) The name of the corporation;

(2) The type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;

(3) Any other information that would be required in a filing under the laws of this state by an unincorporated entity of the type the corporation has become seeking authority to transact business in this state.

The application for transfer of authority shall be delivered to the Office of the Secretary of State for filing and shall take effect at the effective time provided in §§ 47-1A-123 and 47-1A-123.1 .

Upon the effectiveness of the application for transfer of authority, the authority of the corporation under §§ 47-1A-1501 to 47-1A-1532 , inclusive, to transact business in this state shall be transferred without interruption to the converted entity which shall thereafter hold such authority subject to the provisions of the laws of this state applicable to that type of unincorporated entity.

Source: SL 2005, ch 239, § 366.
S.D. Codified Laws § 47-25-5 — SD Code / Title 47 / Chapter 25 / Section 47-25-5
Adoption of plan of merger or consolidation
Status: in_force

A plan of merger or consolidation shall be adopted in the manner provided by §§ 47-25-6 to 47-25-9 , inclusive.

Source: SL 1965, ch 24, § 42.
S.D. Codified Laws § 47-22-66 — SD Code / Title 47 / Chapter 22 / Section 47-22-66
Powers of corporation--Pension plans
Status: in_force

Each corporation shall have power to pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees.

Source: SL 1965, ch 24, § 5 (15).
S.D. Codified Laws § 47-11C-21.2 — SD Code / Title 47 / Chapter 11C / Section 47-11C-21.2
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 § 47-11D-3 — SD Code / Title 47 / Chapter 11D / Section 47-11D-3
Certification of 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 certified pursuant to the provisions of chapter 36-4A . No person who is not so certified may 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 certified.

Source: SL 1993, ch 337, § 3.
S.D. Codified Laws § 47-16-26 — SD Code / Title 47 / Chapter 16 / Section 47-16-26
Stockholders' preemptive rights
Status: in_force

Stockholders of a cooperative as such have no preemptive right to purchase additional stock.

Source: SDC 1939, § 11.1118 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11B-15 — SD Code / Title 47 / Chapter 11B / Section 47-11B-15
Suspension or revocation of certificate--Applicable procedure
Status: in_force

Any proceedings undertaken by the Board of Examiners in Optometry for the revocation or suspension of a certificate of registration shall be deemed a contested case under the provisions of chapter 1-26 .

Source: SL 1972, ch 249, § 15.
S.D. Codified Laws § 47-1A-1331.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1331.1
Counsel and expert fees and expenses
Status: in_force

The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of §§ 47-1A-1320 , 47-1A-1322 , 47-1A-1322.1 , 47-1A-1324 , or 47-1A-1325 to 47-1A-1325.3 , inclusive; or

(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

Source: SL 2005, ch 239, § 306.
S.D. Codified Laws § 47-1A-202.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-202.2
Articles of incorporation--Corporate powers
Status: in_force

The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

Source: SL 2005, ch 239, § 30.
S.D. Codified Laws § 47-34A-104 — SD Code / Title 47 / Chapter 34A / Section 47-34A-104
Supplemental principles of law
Status: in_force

(a) Unless displaced by particular provisions of this chapter the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in subdivision 54-3-16(1).

Source: SL 1998, ch 272, § 104.
S.D. Codified Laws § 47-15-49 — SD Code / Title 47 / Chapter 15 / Section 47-15-49
Severability and saving clause
Status: in_force

If any provision of chapters 47-15 to 47-20 , inclusive, or the application thereof to any person or circumstance is held invalid, the remainder of said chapters and the application of such provision to other persons or circumstances shall not be held invalid.

Source: SL 1965, ch 23, § 3.
S.D. Codified Laws § 47-22-41 — SD Code / Title 47 / Chapter 22 / Section 47-22-41
Liability for actions during emergency--Willful misconduct
Status: in_force

No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in any emergency described in § 47-22-35 in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-22-78 — SD Code / Title 47 / Chapter 22 / Section 47-22-78
Citation of nonprofit corporation law
Status: in_force

Chapters 47-22 to 47-28 , inclusive, shall be known and may be cited as the "South Dakota Nonprofit Corporation Act."

Source: SL 1965, ch 24, § 1.
S.D. Codified Laws § 47-11B-21.3 — SD Code / Title 47 / Chapter 11B / Section 47-11B-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 § 47-21-58 — SD Code / Title 47 / Chapter 21 / Section 47-21-58
Waiver of notice--Attendance as waiver--Exceptions
Status: in_force

Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.

Source: SL 1947, ch 33, § 11; SDC Supp 1960, § 11.2211.
S.D. Codified Laws § 47-14A-65 — SD Code / Title 47 / Chapter 14A / Section 47-14A-65
Certificate of merger or consolidation to be filed with secretary--Contents
Status: in_force

If a business trust is merging or consolidating, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the Office of the Secretary of State. The certificate of merger or consolidation shall state:

(1) The name and jurisdiction of formation or organization of each of the business trust or other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting business trust or other business entity;

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

(5) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity, and shall state the address thereof;

(6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity, on request and without cost, to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and

(7) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of South Dakota, a statement that such surviving or resulting other business entity agrees that it may be served with process in the state in any action, suit, or proceeding for the enforcement of any obligation of any business trust which is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit, or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. In the event of service upon the secretary of state, the plaintiff in any such action, suit, or proceeding shall furnish the secretary of state with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the secretary of state, and the secretary of state shall notify such surviving or resulting other business entity thereof at all such addresses furnished by the plaintiff by letter, certified mail, return receipt requested. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. The plaintiff shall, in the event of such service, serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this section, and to pay the secretary of state the sum of fifty dollars for use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff prevails therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceedings in which process has been served upon the secretary, the return date thereof, and the day and hour when the service was made. The secretary of state need not retain such information for a period longer than five years from the secretary's receipt of the service of process.

Source: SL 2001, ch 245, § 65.
S.D. Codified Laws § 47-34A-204 — SD Code / Title 47 / Chapter 34A / Section 47-34A-204
Amendment or restatement of articles of organization
Status: in_force

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the secretary of state for filing. The articles of amendment must set forth the:

(1) Name of the limited liability company;

(2) Date of filing of the articles of organization; and

(3) Amendment to the articles.

(b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.

Source: SL 1998, ch 272, § 204.
S.D. Codified Laws § 47-29-14 — SD Code / Title 47 / Chapter 29 / Section 47-29-14
Sale of unplatted and unused ground
Status: in_force

Any cemetery association or cemetery corporation which owns a tract of land which is included within the boundaries of real estate acquired for cemetery purposes, and which lies adjacent to the outer boundaries thereof, and which tract has not been surveyed as required by § 47-29-13 and in which tract no interment has been made, may sell the same when it is determined by it that such tract will not be needed for cemetery purposes.

Source: SDC 1939, § 11.1906 as added by SL 1949, ch 24; SL 1955, ch 16.
S.D. Codified Laws § 47-23-24 — SD Code / Title 47 / Chapter 23 / Section 47-23-24
Corporate officers--Appointment and term of office--Ex officio members of board of directors
Status: in_force

The officers of a corporation shall consist of a president, one or more vice - presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.

The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

Unless the articles of incorporation or the bylaws so prescribe, officers need not be directors.

Source: SL 1965, ch 24, § 25.
S.D. Codified Laws § 47-16-42 — SD Code / Title 47 / Chapter 16 / Section 47-16-42
Procedure for distribution
Status: in_force

After the deductions required by § 47-16-41 , the remainder of the total proceeds of a cooperative are net proceeds and shall be distributed and paid as provided by §§ 47-16-44 and 47-16-45 .

Source: SDC 1939, § 11.1131 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-10 — SD Code / Title 47 / Chapter 21 / Section 47-21-10
Board of directors--Bylaws--Meetings by teleconference
Status: in_force

The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, the cooperative may provide in its bylaws for the election of a representative of the entity to qualify as a director. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in this chapter, the manner of holding meetings of the board of directors and of electing successors to directors who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors.

Unless restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (1); SL 1997, ch 257, § 2; SL 2001, ch 246, § 1.
S.D. Codified Laws § 47-1A-1004 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1004
Voting on amendments by voting groups
Status: in_force

If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:

(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3) Change the rights, preferences, or limitations of all or part of the shares of the class;

(4) Change the shares of all or part of the class into a different number of shares of the same class;

(5) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

(6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(8) Cancel or otherwise affect rights to distributions that have accumulated, but not yet been authorized, on all or part of the shares of the class.

If a proposed amendment would affect a series of a class of shares in one or more of the ways described in this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.

A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.

Source: SL 2005, ch 239, § 238.
S.D. Codified Laws § 47-11F-8 — SD Code / Title 47 / Chapter 11F / Section 47-11F-8
Suspension or revocation of certificate--Grounds
Status: in_force

Any licensing board having jurisdiction over a professional corporation may suspend or revoke the certificate of registration issued under this chapter for any of the following reasons:

(1) The revocation or suspension of the license to practice of any shareholder or professional employee not promptly removed or discharged by the corporation;

(2) Unprofessional conduct by any shareholder or professional employee not promptly removed or discharged by the corporation;

(3) The death of the last remaining shareholder; or

(4) Upon a finding that the certificate holder has failed to comply with the provisions of this chapter or rules prescribed by any licensing board having jurisdiction over the certificate holder.

Source: SL 2000, ch 219, § 8.
S.D. Codified Laws § 47-14B-24 — SD Code / Title 47 / Chapter 14B / Section 47-14B-24
Compliance with requirements--Violation
Status: in_force

No person may transact or conduct any business, within this state, under any business trust without first complying with the provisions and requirements of this chapter. A violation of this section is a Class 1 misdemeanor.

Source: SL 2001, ch 245, § 120.
S.D. Codified Laws § 47-22-57 — SD Code / Title 47 / Chapter 22 / Section 47-22-57
Powers of corporation--Lending money
Status: in_force

Each corporation shall have power to lend money to its employees other than its officers and directors, and otherwise assist its employees, officers, and directors.

Source: SL 1965, ch 24, § 5 (6).
S.D. Codified Laws § 47-1A-1330.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1330.4
Judgment amount
Status: in_force

Each shareholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under §§ 47-1A-1325 to 47-1A-1325.3 , inclusive.

Source: SL 2005, ch 239, § 304.
S.D. Codified Laws § 47-29-19 — SD Code / Title 47 / Chapter 29 / Section 47-29-19
Extension of cemetery boundaries--Purchase of lands--Condemnation of lands--Condemnation laws applicable
Status: in_force

Whenever the officers of a cemetery association incorporated under and controlled by the laws of this state find it necessary to extend the boundaries of such cemetery in order to provide for the burial of the dead, they shall first locate and describe clearly the location and extent of the adjoining land desired. They shall then seek to secure the same by offer of purchase. If, however, the owner or owners of such tract or tracts adjoining the cemetery already established shall refuse to sell the lands described for proper and just compensation and by exorbitant price shall make it impracticable for such officers to purchase the same, such officers may proceed to have the land located and described by them condemned as provided in the statutes and rules of court for condemnation of private property for public use.

Source: SDC 1939, § 11.1907.
S.D. Codified Laws § 47-20-4 — SD Code / Title 47 / Chapter 20 / Section 47-20-4
Annual financial report to stockholders or members--Contents of report
Status: in_force

Within nine months after the close of its fiscal year, each cooperative organized under chapters 47-15 to 47-20 , inclusive, shall mail or electronically transmit to each of its stockholders or members, at the stockholder's or member's last known address, a financial report signed by a principal officer, managing agent, or a public accountant, showing its assets and liabilities and proceeds or loss for the preceding fiscal year.

Source: SDC 1939, § 11.1134 (5) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 11.
S.D. Codified Laws § 47-17-7 — SD Code / Title 47 / Chapter 17 / Section 47-17-7
Liability of directors for improper distribution of assets
Status: in_force

Directors of cooperatives who negligently or in bad faith vote for any distribution of assets contrary to chapters 47-15 to 47-20 , inclusive, or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which could have been distributed without violating said chapters or the articles.

Source: SDC 1939, § 11.1129 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-26-7 — SD Code / Title 47 / Chapter 26 / Section 47-26-7
Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required
Status: in_force

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof 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 of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meeting of members. Such plan of distribution shall be adopted upon receiving at least two - thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.

Source: SL 1965, ch 24, § 49 (1).
S.D. Codified Laws § 47-1A-921.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-921.2
Articles of domestication--Filing and effectiveness
Status: in_force

The articles of domestication shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§ 47-1A-123 and 47-1A-123.1 .

Source: SL 2005, ch 239, § 204.
S.D. Codified Laws § 47-1A-720 — SD Code / Title 47 / Chapter 1A / Section 47-1A-720
Shareholders' list for meeting
Status: in_force

After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, a shareholder's agent, or an attorney is entitled on written demand to inspect and, subject to the requirements of § 47-1A-1602.3 , to copy the list, during regular business hours and at the person's expense, during the period it is available for inspection. The corporation shall make the shareholders' list available at the meeting, and any shareholder, shareholder's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the corporation refuses to allow any shareholder, or the shareholder's agent or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by this section, the circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.

Source: SL 2005, ch 239, § 95; SL 2008, ch 275, § 34.
S.D. Codified Laws § 47-1A-127 — SD Code / Title 47 / Chapter 1A / Section 47-1A-127
Evidentiary effect of copy of filed document
Status: in_force

Any certificate from the Office of the Secretary of State delivered with a copy of a document filed by the Office of the Secretary of State, is conclusive evidence that the original document is on file with the Office of the Secretary of State.

Source: SL 2005, ch 239, § 16.
S.D. Codified Laws § 47-21-32 — SD Code / Title 47 / Chapter 21 / Section 47-21-32
Transfer of rights and obligations to surviving cooperative
Status: in_force

All the rights, privileges, immunities, and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed.

Source: SL 1947, ch 33, § 19; SDC Supp 1960, § 11.2219 (2).
S.D. Codified Laws § 47-11-3 — SD Code / Title 47 / Chapter 11 / Section 47-11-3
Medical 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 Medical 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 1961, ch 29, § 14; SL 1963, ch 34, § 2.
S.D. Codified Laws § 47-1A-724.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-724.1
Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action
Status: in_force

The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or § 47-1A-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

Source: SL 2005, ch 239, § 107.
S.D. Codified Laws § 47-28-8 — SD Code / Title 47 / Chapter 28 / Section 47-28-8
Fee for certified copy
Status: in_force

The secretary of state shall charge and collect for furnishing a certified copy of any document, instrument, or paper relating to a corporation, two dollars per page, and fifteen dollars for the certificate and affixing the seal.

Source: SL 1965, ch 24, § 86 (1); SL 1997, ch 141, § 8; SL 2003, ch 8, § 21; SL 2009, ch 4, § 17; SL 2016, ch 2, § 7.
S.D. Codified Laws § 47-11E-4 — SD Code / Title 47 / Chapter 11E / Section 47-11E-4
Name of corporation or limited liability company
Status: in_force

The name of a corporation formed pursuant to § 47-11E-1 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 formed under § 47-11E-1 shall contain the words, professional limited liability company, or the abbreviation, Prof. L.L.C., Prof. LLC, P.L.L.C., or PLLC. The name of the corporation or limited liability company shall always meet the ethical standards established for the names of nursing firms by the canons of professional ethics of the South Dakota Board of Nursing as if all the stockholders of the corporation were partners.

Source: SL 1996, ch 228, § 4; SL 2000, ch 222, § 4; SL 2020, ch 197, § 6.
S.D. Codified Laws § 47-25A-16 — SD Code / Title 47 / Chapter 25A / Section 47-25A-16
Abandonment of foreign for-profit domestication and conversion
Status: in_force

If the domestication and conversion of a foreign business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Office of the Secretary of State, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing. The statement takes effect upon filing and the domestication and conversion is abandoned and does not become effective.

Source: SL 2016, ch 221, § 31.
S.D. Codified Laws § 47-16-12 — SD Code / Title 47 / Chapter 16 / Section 47-16-12
Vote by member owning membership stock
Status: in_force

A member owning membership stock of a cooperative gains no additional vote thereby.

Source: SDC 1939, § 11.1114 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-29-15 — SD Code / Title 47 / Chapter 29 / Section 47-29-15
Sale of platted but unused, unsold and unneeded ground--Determination by governing body of corporation--Confirmation
Status: in_force

If any cemetery association or cemetery corporation owns a tract of land surveyed and platted as required by § 47-29-13 which is included within the boundaries of real estate acquired for cemetery purposes, and which tract lies adjacent to the outer boundaries of such real estate acquired for cemetery purposes, and in which tract no interment has been made, and in which tract nobody holds any existing right, acquired by purchase or otherwise, to make an interment, said corporation or association may sell such tract either as an entirety or in subdivisions, if and when it is determined, as hereinafter provided, that there is no reasonable ground for belief that such tract or any part thereof will be needed for interment purposes for a period of twenty years in the future. Such determination shall be by the governing body of such corporation or association, confirmed as provided in §§ 47-29-16 and 47-29-17 .

Source: SDC 1939, § 11.1906 as added by SL 1955, ch 16.
S.D. Codified Laws § 47-23-8 — SD Code / Title 47 / Chapter 23 / Section 47-23-8
Articles or bylaws as limiting right to vote--Vote in absence of limitation provision
Status: in_force

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

Source: SL 1965, ch 24, § 17.
S.D. Codified Laws § 47-1A-403.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-403.1
Foreign corporation--Renewal of registration of corporate name
Status: in_force

A foreign corporation whose registration is effective may renew it for successive years by delivering to the Office of the Secretary of State for filing a renewal application, which complies with the requirements of § 47-1A-403 , between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.

Source: SL 2005, ch 239, § 47.
S.D. Codified Laws § 47-34A-401.1 — SD Code / Title 47 / Chapter 34A / Section 47-34A-401.1
Form of contribution
Status: in_force

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to a limited liability company, including money, promissory notes, services performed, other agreements to contribute money or property, or contracts for services to be performed.

Source: SL 2013, ch 233, § 7.
S.D. Codified Laws § 47-1A-1202.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.5
Provisions not governing disposition of assets in course of dissolution
Status: in_force

A disposition of assets in the course of dissolution under §§ 47-1A-1401 to 47-1A-1440 , inclusive, is not governed by §§ 47-1A-1202 to 47-1A-1202.6 , inclusive.

Source: SL 2005, ch 239, § 278.
S.D. Codified Laws § 47-1A-747 — SD Code / Title 47 / Chapter 1A / Section 47-1A-747
Applicability to foreign corporations
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by §§ 47-1A-740 to 47-1A-747 , inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for §§ 47-1A-743 , 47-1A-745 , and 47-1A-746 .

Source: SL 2005, ch 239, § 135.
S.D. Codified Laws § 47-31B-606 — SD Code / Title 47 / Chapter 31B / Section 47-31B-606
Administrative files and opinions
Status: in_force

(a) Public register of filings. The director shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker - dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this chapter or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or the predecessor act; and interpretative opinions or no action determinations issued under this chapter.

(b) Public availability. The director shall make all rules, forms, interpretative opinions, and orders available to the public.

(c) Copies of public records. The director shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this chapter may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the director of a record's nonexistence is prima facie evidence of a record or its nonexistence.

Source: SL 2004, ch 278, § 44.
S.D. Codified Laws § 47-11-15 — SD Code / Title 47 / Chapter 11 / Section 47-11-15
Appeal from denial of certificate--Power of court on appeal
Status: in_force

Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may, within thirty days after notice of such action by the Board of Medical and Osteopathic Examiners, appeal to the circuit court for the county where such corporation has its principal place of business. The court shall inquire into the cause of the board's action and may affirm, or reverse such decision and order a further hearing by the board, or may order the board to grant appellant a certificate of registration.

Source: SL 1961, ch 29, § 12.
S.D. Codified Laws § 47-22-70 — SD Code / Title 47 / Chapter 22 / Section 47-22-70
Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions
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 a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

Source: SL 1965, ch 24, § 6 (1).
S.D. Codified Laws § 47-1A-957 — SD Code / Title 47 / Chapter 1A / Section 47-1A-957
Cooperative converted to business corporation
Status: in_force

Any cooperative may convert itself into a business corporation by adopting an amendment to its articles by which it elects to become subject to chapter 47-1A , together with changes in its articles required by the chapter and other desirable changes permitted by the chapter. Such amendment shall be adopted, filed, and recorded in the manner provided by the law then applicable to the cooperative. The conversion is effective upon the issuance of the certificate of amendment by the secretary of state.

Source: SL 2007, ch 258, § 1.
S.D. Codified Laws § 47-1A-1001 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1001
Authority to amend
Status: in_force

A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.

A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

Source: SL 2005, ch 239, § 235.
S.D. Codified Laws § 47-21-46.2 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.2
Filing required under chapter57A-9to be maintained in Office of Secretary of State--Contents of financing statement--Termination of effectiveness
Status: in_force

Notwithstanding any provision to the contrary in chapter 57A-9 , any filing required under the uniform commercial code in order to perfect a security interest against the personal property or fixtures of a debtor rural electric cooperative shall be made and maintained in the Office of the Secretary of State. If the financing statement covers goods of a debtor rural electric cooperative which are or are to become fixtures, no description of the real estate or the name of the record owner thereof is required. Filing of a financing statement against the property of a debtor rural electric cooperative is effective until released or terminated.

Source: SL 2009, ch 233, § 2.
S.D. Codified Laws § 47-17-21 — SD Code / Title 47 / Chapter 17 / Section 47-17-21
Indemnification of directors, officers, agents, and employees against liability under certain circumstances
Status: in_force

Except as otherwise provided in § 47-17-22 , a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, officer, agent, or employee:

(1) Acted in good faith; and

(2) Reasonably believed:

(a) In the case of conduct in an official capacity, that the conduct was in the best interests of the cooperative; and

(b) In all other cases, that the conduct was at least not opposed to the best interests of the cooperative; and

(3) In the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

A cooperative may also, except as provided in § 47-17-22 , indemnify a director, officer, agent, or employee who is a party to a proceeding against liability incurred in the proceeding if the director, officer, agent, or employee engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

The conduct of a director, officer, agent, or employee with respect to an employee benefit plan for a purpose the director, officer, agent, or employee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (2)(b).

The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, agent, or employee did not meet the relevant standard of conduct described in this section.

Source: SL 2007, ch 260, § 4; SL 2009, ch 232, § 4.
S.D. Codified Laws § 47-21-47 — SD Code / Title 47 / Chapter 21 / Section 47-21-47
After-acquired property as subject to encumbrance--Recordation as notice
Status: in_force

All after - acquired property of a cooperative described or referred to as being mortgaged or pledged in any mortgage, deed of trust, or other instrument described in § 47-21-46 , shall become subject to the lien thereof immediately upon the acquisition of such property by such cooperative whether or not such property was in existence at the time of the execution of such mortgage, deed of trust, or other instrument. Recordation of any such mortgage, deed of trust, or other instrument shall constitute notice and otherwise have the same effect with respect to such after - acquired property as it has under the laws relating to recordation, with respect to property owned by such cooperative at the time of the execution of such mortgage, deed of trust, or other instrument and therein described or referred to as being mortgaged or pledged thereby.

Source: SL 1947, ch 33, § 26; SDC Supp 1960, § 11.2226.
S.D. Codified Laws § 47-22-13 — SD Code / Title 47 / Chapter 22 / Section 47-22-13
Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions
Status: in_force

Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

Source: SL 1965, ch 24, § 33.
S.D. Codified Laws § 47-18-16.4 — SD Code / Title 47 / Chapter 18 / Section 47-18-16.4
Notice of grounds for dissolution--Time limit for corrections--Subsequent existence--Authority of agent
Status: in_force

If the secretary of state determines that one or more grounds exist under § 47-18-16.3 for dissolving a cooperative, he shall serve the cooperative with written notice of his determination under § 47-15-22. If the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative under § 47-15-22. A cooperative administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under this chapter. Administrative dissolution of a cooperative does not terminate the authority of its registered agent.

Source: SL 1989, ch 390, § 8.
S.D. Codified Laws § 47-1A-141 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141
Type of notice--Written or oral
Status: in_force

Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

Source: SL 2005, ch 239, § 20.
S.D. Codified Laws § 47-22-4 — SD Code / Title 47 / Chapter 22 / Section 47-22-4
Purposes and authority of corporations--Particular purposes--Exceptions
Status: in_force

Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, any one or more of the following purposes:

(1) Agricultural;

(2) Animal husbandry;

(3) Athletic;

(4) Benevolent;

(5) Charitable;

(6) Civic;

(7) Cultural;

(8) Educational;

(9) Eleemosynary;

(10) Fraternal;

(11) Horticultural;

(12) Literary;

(13) Patriotic;

(14) Political;

(15) Religious;

(16) Scientific;

(17) Social; and

(18) Professional, commercial, industrial, or trade association. However, labor unions, cooperative organizations, other than housing cooperatives, communals, and organizations subject to any of the provisions of the banking laws of this state may not be organized under this chapter. Notwithstanding any other provision of this title, any insurance organization formed under this chapter is subject to Title 58.

Source: SDC 1939, §§ 11.1401, 11.1501, 11.1701, 11.1801; SL 1965, ch 24, § 4; SL 1966, ch 17, § 2; SL 1972, ch 245; SL 1998, ch 271, § 1; SL 2016, ch 221, § 1.
S.D. Codified Laws § 47-14A-60 — SD Code / Title 47 / Chapter 14A / Section 47-14A-60
Terms contained in name of business trust
Status: in_force

The name of each business trust, as set forth in its certificate of trust, may contain the following words: company, association, club, foundation, fund, institute, society, union, syndicate, limited or trust (or abbreviations of like import).

Source: SL 2001, ch 245, § 60.
S.D. Codified Laws § 47-10-6 — SD Code / Title 47 / Chapter 10 / Section 47-10-6
Purchase and sale of property
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to purchase, hold, lease, and otherwise acquire and to convey such real and personal estate as it may acquire in the satisfaction of debts, or pursuant to the terms and conditions of loans, or which it acquires in the foreclosure of mortgages thereon, or upon judgments for debt or in settlements to secure debts.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (4).
S.D. Codified Laws § 47-25-27 — SD Code / Title 47 / Chapter 25 / Section 47-25-27
Abandonment of transfer plan after vote of members--Rights of third parties
Status: in_force

After authorization by a vote of members pursuant to § 47-25-26 , the board of directors, nevertheless, in its discretion, may abandon a sale, lease, exchange, mortgage, pledge, or other disposition of assets described in § 47-25-24 , subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

Source: SL 1965, ch 24, § 46 (1).
S.D. Codified Laws § 47-9A-3.1 — SD Code / Title 47 / Chapter 9A / Section 47-9A-3.1
Certain greenhouse operations exempt
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to the cultivation of edible fruits, vegetables or mushrooms if such cultivation occurs within a greenhouse or other enclosed or semi - enclosed structure.

Source: SL 1986, ch 386; SL 2004, ch 277, § 1.
S.D. Codified Laws § 47-31B-304 — SD Code / Title 47 / Chapter 31B / Section 47-31B-304
Securities registration by qualification
Status: in_force

(a) Registration permitted. A security may be registered by qualification under this section.

(b) Required records. A registration statement under this section must contain the information or records specified in § 47-31B-305 , a consent to service of process complying with § 47-31B-611 , and, if required by rule adopted under this chapter, the following information or records:

(1) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(2) With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected;

(3) With respect to persons covered by paragraph (2), the aggregate sum of the remuneration paid to those persons during the previous twelve months and estimated to be paid during the next twelve months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer;

(4) With respect to a person owning of record or owning beneficially, if known, ten percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) other than the person's occupation;

(5) With respect to a promoter, if the issuer was organized within the previous three years, the information or records specified in paragraph (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;

(6) With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three years or proposed to be effected; and a statement of the reasons for making the offering;

(7) The capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two years or is obligated to issue its securities;

(8) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;

(9) The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

(10) A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (2), (4), (5), (6), or (8) and by any person that holds or will hold ten percent or more in the aggregate of those options;

(11) The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two years, and a copy of the contract;

(12) A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities;

(13) A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with § 47-31B-202(17)(B);

(14) A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;

(15) A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;

(16) A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement;

(17) A balance sheet of the issuer as of a date within four months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and

(18) Any additional information or records required by rule adopted or order issued under this chapter.

(c) Conditions for effectiveness of registration statement. A registration statement under this section becomes effective thirty days, or any shorter period provided by rule adopted or order issued under this chapter, after the date the registration statement or the last amendment other than a price amendment is filed, if:

(1) A stop order is not in effect and a proceeding is not pending under § 47-31B-306 ;

(2) The director has not issued an order under § 47-31B-306 delaying effectiveness; and

(3) The applicant or registrant has not requested that effectiveness be delayed.

(d) Delay of effectiveness of registration statement. The director may delay effectiveness once for not more than ninety days if the director determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The director may also delay effectiveness for a further period of not more than thirty days if the director determines that the delay is necessary or appropriate.

(e) Prospectus distribution may be required. A rule adopted or order issued under this chapter may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:

(1) The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker - dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

(2) The confirmation of a sale made by or for the account of the person;

(3) Payment pursuant to such a sale; or

(4) Delivery of the security pursuant to such a sale.

Source: SL 2004, ch 278, § 13.
S.D. Codified Laws § 47-1A-142 — SD Code / Title 47 / Chapter 1A / Section 47-1A-142
Number of shareholders
Status: in_force

For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:

(1) Three or fewer co-owners;

(2) A corporation, partnership, trust, estate, or other entity;

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

Source: SL 2005, ch 239, § 26.
S.D. Codified Laws § 47-21-83 — SD Code / Title 47 / Chapter 21 / Section 47-21-83
Forfeiture of unclaimed credits
Status: in_force

Any cooperative organized under this chapter is subject to §§ 47-16-54 to 47-16-57 , inclusive. The provisions of §§ 47-16-54 to 47-16-57 , inclusive, apply to all money or property described in § 47-16-54 the payment or delivery of which was authorized either before or after July 1, 1993.

Source: SL 1993, ch 339.
S.D. Codified Laws § 47-1A-621.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-621.1
Issuance of shares requiring approval of shareholders
Status: in_force

An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if:

(1) The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and

(2) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.

For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of the voting power of the shares to be issued, or the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued. For the purposes of this section, a series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.

Source: SL 2005, ch 239, § 66.
S.D. Codified Laws § 47-1A-802 — SD Code / Title 47 / Chapter 1A / Section 47-1A-802
Qualifications of directors
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

Source: SL 2005, ch 239, § 137.
S.D. Codified Laws § 47-1A-841 — SD Code / Title 47 / Chapter 1A / Section 47-1A-841
Duties of officers
Status: in_force

Each officer has the authority, and shall perform the duties, set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

Source: SL 2005, ch 239, § 165.
S.D. Codified Laws § 47-21-56 — SD Code / Title 47 / Chapter 21 / Section 47-21-56
Quorum for members' meetings--Quorum for district meeting--Adjournment for failure of quorum
Status: in_force

Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than one thousand members, shall be five percent of all members, present in person, and of a cooperative having more than one thousand members, shall be fifty members, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The sufficiency or requirement of a quorum for the transaction of business at a district meeting of members shall be established in the bylaws. However, the quorum may not be less than five members.

Source: SL 1947, ch 33, § 10; SDC Supp 1960, § 11.2210 (4); SL 2000, ch 220, § 2.
S.D. Codified Laws § 47-14A-80 — SD Code / Title 47 / Chapter 14A / Section 47-14A-80
Beneficial owners entitled to obtain certain information
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, each beneficial owner of a business trust has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be established by the trustees, to obtain from the business trust from time to time upon reasonable demand for any purpose reasonably related to the beneficial owner's interest as a beneficial owner of the business trust:

(1) A copy of the governing instrument and certificate of trust and all amendments thereto, together with copies of any written powers of attorney pursuant to which the governing instrument and any certificate and any amendments thereto have been executed;

(2) A current list of the name and last known business, residence, or mailing address of each beneficial owner and trustee;

(3) Information regarding the business and financial condition of the business trust; and

(4) Other information regarding the affairs of the business trust as is just and reasonable.

Source: SL 2001, ch 245, § 80.
S.D. Codified Laws § 47-1A-1323.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1323.2
Loss of payment upon failure to return form and deposit share certificates
Status: in_force

A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in § 47-1A-1322.1 , is not entitled to payment under this chapter.

Source: SL 2005, ch 239, § 293.
S.D. Codified Laws § 47-27-9 — SD Code / Title 47 / Chapter 27 / Section 47-27-9
Change of name to prohibited name--Suspension of certificate of authority
Status: in_force

Whenever a foreign corporation which is authorized to conduct affairs in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and it shall not thereafter do or engage in any business in this state until it has changed its name to a name which is available to it under the laws of this state.

Source: SL 1965, ch 24, § 68.
S.D. Codified Laws § 47-30-10 — SD Code / Title 47 / Chapter 30 / Section 47-30-10
Director's liability for failure to perform duties--Misdemeanor
Status: in_force

Any director of a corporation who intentionally does an act, as director, which is expressly forbidden by law, or intentionally omits to perform a duty expressly imposed upon him as director, by law, the punishment for which act or omission is not otherwise prescribed, is guilty of a Class 2 misdemeanor.

Source: SDC 1939, § 13.4315; SL 1983, ch 15, § 55.
S.D. Codified Laws § 47-16-29 — SD Code / Title 47 / Chapter 16 / Section 47-16-29
Stock subscriptions--Irrevocability
Status: in_force

A subscription for stock of a cooperative is irrevocable for six months unless otherwise provided by the subscription agreement or unless all subscribers consent to the revocation.

Source: SDC 1939, § 11.1120 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-953.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-953.1
Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content
Status: in_force

After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall:

(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive;

(2) Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity;

(3) 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 have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

Source: SL 2005, ch 239, § 226.
S.D. Codified Laws § 47-1A-732.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.3
Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws
Status: in_force

An agreement authorized by § 47-1A-732 shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

Source: SL 2005, ch 239, § 119.
S.D. Codified Laws § 47-16-25 — SD Code / Title 47 / Chapter 16 / Section 47-16-25
Reacquisition of stock
Status: in_force

When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock.

Source: SDC 1939, § 11.1118 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-809 — SD Code / Title 47 / Chapter 1A / Section 47-1A-809
Removal of directors by judicial proceeding
Status: in_force

The circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

A shareholder proceeding on behalf of the corporation under this section shall comply with all of the requirements of §§ 47-1A-740 to 47-1A-747 , inclusive, except subdivision 47-1A-741(1).

The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court. Nothing in this section limits the equitable powers of the court to order other relief.

Source: SL 2005, ch 239, § 144; SL 2008, ch 275, § 35.
S.D. Codified Laws § 47-30-14 — SD Code / Title 47 / Chapter 30 / Section 47-30-14
Foreign incorporation no defense
Status: in_force

It is no defense to a prosecution for a violation of the provisions of this chapter that the corporation was one created by the laws of another state, government, or country, if it was one carrying on business, or keeping an officer therefor, within this state.

Source: SDC 1939, § 13.4305.
S.D. Codified Laws § 47-26-26 — SD Code / Title 47 / Chapter 26 / Section 47-26-26
Venue of actions
Status: in_force

Proceedings under §§ 47-26-22 to 47-26-25 , inclusive, shall be brought in the county in which the registered office or the principal office of the corporation is situated.

Source: SL 1965, ch 24, § 56.
S.D. Codified Laws § 47-16-47 — SD Code / Title 47 / Chapter 16 / Section 47-16-47
Creation of reserves--Credit to patrons
Status: in_force

Reasonable reserves for necessary purposes may be created by a cooperative, which shall be credited to patrons in accordance with the ratio which their patronage bears to total patronage.

Source: SDC 1939, § 11.1131 (3) (a) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-21 — SD Code / Title 47 / Chapter 16 / Section 47-16-21
Capital stock--Classes of stock
Status: in_force

A cooperative organized with capital stock may issue the amount of stock stated in its articles. Such stock may be divided into two or more classes with such designations, preferences, limitations, and relative rights as shall be stated in the articles, except that:

(1) Stock as such has no voting power;

(2) Stock without par value shall not be authorized or issued;

(3) The rate of dividends upon stock shall not exceed eight percent of its par value for any year, and dividends may not be cumulative.

Source: SDC 1939, § 11.1118 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1701 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1701
Application to existing domestic corporations
Status: in_force

This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit.

Source: SL 2005, ch 239, § 390.
S.D. Codified Laws § 47-11D-5 — SD Code / Title 47 / Chapter 11D / Section 47-11D-5
Contracts for personal services with certified persons
Status: in_force

Any corporation formed pursuant to this chapter may enter into contracts for personal services with persons certified pursuant to chapter 36-4A for such duration as may be agreed to between the parties, and persons so certified may enter into contracts with corporations formed under this chapter.

Source: SL 1993, ch 337, § 5.
S.D. Codified Laws § 47-21-30 — SD Code / Title 47 / Chapter 21 / Section 47-21-30
Majority vote required for approval--Articles of merger--Contents of articles--Affidavit of compliance
Status: in_force

If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of a majority of those members of each cooperative voting thereon at each such meeting, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice - president and its seal shall be affixed thereto and attested by its secretary. The articles of merger shall recite that they are executed pursuant to this chapter and shall state:

(1) The name of each merging cooperative and the address of its principal office;

(2) The name of the surviving cooperative and the address of its principal office;

(3) A statement that each merging cooperative and the surviving cooperative agree to the merger;

(4) The names and addresses of the directors of the surviving cooperative; and

(5) The terms and conditions of the merger and the mode of carrying the same into effect, including the manner in which members of the merging cooperatives may or shall become members of the surviving cooperative; and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice - president of such cooperative executing such articles of merger shall make and annex thereto an affidavit stating that the provisions of this section and § 47-21-29 in respect of such articles were duly complied with by such cooperative.

Source: SL 1947, ch 33, § 18; SDC Supp 1960, § 11.2218 (2); SL 1994, ch 350, § 2.
S.D. Codified Laws § 47-1A-855 — SD Code / Title 47 / Chapter 1A / Section 47-1A-855
Determination and authorization of indemnification
Status: in_force

A corporation may not indemnify a director under §§ 47-1A-851 and 47-1A-851.1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 47-1A-851 .

The determination shall be made:

(1) If there are two or more disinterested directors, by the board of 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;

(2) By special legal counsel:

(a) Selected in the manner prescribed in subdivision (1); or

(b) If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or

(3) 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 determination.

Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (2)(b) to select special legal counsel.

Source: SL 2005, ch 239, § 178.
S.D. Codified Laws § 47-31B-507 — SD Code / Title 47 / Chapter 31B / Section 47-31B-507
Qualified immunity
Status: in_force

A broker - dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker - dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the director, or designee of the director, the Securities and Exchange Commission, or a self - regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.

Source: SL 2004, ch 278, § 35.
S.D. Codified Laws § 47-29-18 — SD Code / Title 47 / Chapter 29 / Section 47-29-18
Judgment as vacating plat or survey--Replatting
Status: in_force

Judgment granting a petition filed under § 47-29-16 shall have the effect of vacating any plat or survey theretofore made of such tract, whether or not such plat or survey has been recorded, and the cemetery corporation or association shall thereupon be authorized to cause to be made, as provided by law, a new plat of said tract or any part thereof and to cause such plat to be recorded.

Source: SDC 1939, § 11.1906 as added by SL 1955, ch 16.
S.D. Codified Laws § 47-1A-1102.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102.2
Procedures for approval of merger if not in organic law of entity
Status: in_force

If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger 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 eligible entity, its members or interest holders, eligible 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 eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.

Source: SL 2005, ch 239, § 251.
S.D. Codified Laws § 47-16-2 — SD Code / Title 47 / Chapter 16 / Section 47-16-2
Annual member meeting--Time of meeting
Status: in_force

An annual member meeting of a cooperative shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within six months after the close of the fiscal year at the call of the president or board of directors.

Source: SDC 1939, § 11.1115 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-9A-3.2 — SD Code / Title 47 / Chapter 9A / Section 47-9A-3.2
Facilities for feeding poultry or producing meat or eggs exempt
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to facilities acquired by a corporation for the purpose of feeding poultry for the production of meat or eggs.

Source: SL 1986, ch 385; SL 2004, ch 277, § 2.
S.D. Codified Laws § 47-16-32 — SD Code / Title 47 / Chapter 16 / Section 47-16-32
Missing securities--Redemption--Procedure
Status: in_force

If records of a cooperative showing ownership of securities or apportionment of equity interest in the assets are missing and the information contained in such records is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem as follows:

(1) The cooperative shall set aside an amount equal to the value of the interests to be redeemed;

(2) The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge;

(3) If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once in a newspaper of general circulation in the county of this state in which is located the last known address of each person to be named in the notice. If no address is listed or the address is outside this state, the notice shall be published in the county in which the holder of the property has its principal place of business within this state; and

(4) Any unclaimed outstanding interest represented by the missing records may then be terminated in accordance with §§ 47-16-54 to 47-16-59 , inclusive.

Source: SDC 1939, § 11.1121 (2) as enacted by SL 1965, ch 23, § 1; SL 2012, ch 224, § 1.
S.D. Codified Laws § 47-27-14 — SD Code / Title 47 / Chapter 27 / Section 47-27-14
Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general
Status: in_force

A foreign corporation which does or engages in any business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it did or engaged in any business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by chapter 47-28 upon such corporation had it duly applied for and received a certificate of authority to do or engage in any business in this state as required by this chapter and thereafter filed all reports required by this chapter and chapter 47-28 , plus all interest and penalties imposed by this chapter or chapter 47-28 for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.

Source: SL 1965, ch 24, § 82.
S.D. Codified Laws § 47-23-28 — SD Code / Title 47 / Chapter 23 / Section 47-23-28
Definition of terms
Status: in_force

Terms used in §§ 47-23-28 to 47-23-32 , inclusive, mean:

(1) "Free clinic," a clinic in which health care services are offered voluntarily through a nonprofit corporation by health care professionals licensed or certified under the laws of this state to patients without charge or at a charge based on a sliding fee scale or the ability to pay;

(2) "Governmental entity," any county, municipality, township, school district, chartered governmental units, other special districts, or any association, authority, board, commission, division, office, officer, task force, or other agency of the State of South Dakota;

(3) "Nonprofit corporation," any corporation organized under chapters 47-22 to 47-28 , inclusive, and which is exempt from taxation pursuant to Section 501(a) of the Internal Revenue Code, 26 U.S.C. Section 501(a);

(4) "Nonprofit organization," any organization which is exempt from taxation pursuant to Section 501(c) of the Internal Revenue Code, 26 U.S.C. Section 501(c) as amended;

(5) "Volunteer," an individual performing services for a nonprofit organization, a nonprofit corporation, a hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 , or a governmental entity without compensation, other than reimbursement for actual expenses incurred. The term includes a volunteer serving as a director, officer, trustee, or direct service volunteer.

Source: SL 1987, ch 344, § 1; SL 1993, ch 340, § 1.
S.D. Codified Laws § 47-16-7 — SD Code / Title 47 / Chapter 16 / Section 47-16-7
Member meetings--Quorum
Status: in_force

A quorum at a member meeting of a cooperative shall be ten percent of the first one hundred members plus five percent of additional members, present or represented by delegate. Unless the bylaws fix a larger number of members to constitute a quorum, a quorum may never be more than fifty members nor fewer than five members, or a majority of all members, whichever is smaller. Members represented by signed vote may be counted in computing a quorum only on those questions as to which the signed vote is taken. The sufficiency or requirement of a quorum for the transaction of business at a district meeting of members shall be established in the bylaws. However, the quorum may not be fewer than five members.

Source: SDC 1939, § 11.1116 as enacted by SL 1965, ch 23, § 1; SL 2000, ch 220, § 1; SL 2021, ch 194, § 4.
S.D. Codified Laws § 47-11F-16 — SD Code / Title 47 / Chapter 11F / Section 47-11F-16
Relationship between health care provider and patient unaffected
Status: in_force

This chapter does not alter any law applicable to the relationship between a professional licensee furnishing health care services and the person receiving those services, including liability arising out of those services. To the extent required by the licensing law governing any authorized licensee or professional employee, the corporation shall comply with the provisions of such law relevant to the maintenance of professional liability insurance for those affected health care professionals employed by the corporation.

Source: SL 2000, ch 219, § 16.
S.D. Codified Laws § 47-1A-924 — SD Code / Title 47 / Chapter 1A / Section 47-1A-924
Effect of domestication
Status: in_force

When a domestication 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 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 shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and

(6) The corporation is deemed to:

(a) Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;

(b) Be the same corporation without interruption as the domesticating corporation; and

(c) Have been incorporated on the date the domesticating corporation was originally incorporated.

Source: SL 2005, ch 239, § 209.
S.D. Codified Laws § 47-1A-708 — SD Code / Title 47 / Chapter 1A / Section 47-1A-708
Conduct of the meeting
Status: in_force

At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and may establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls are deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes thereto may be accepted.

Source: SL 2005, ch 239, § 94.
S.D. Codified Laws § 47-14A-10 — SD Code / Title 47 / Chapter 14A / Section 47-14A-10
Trustee may be served with process
Status: in_force

A trustee of a business trust may be served with process in the manner prescribed in § 47-14A-11 in all civil actions or proceedings brought in the state involving or relating to the activities of the business trust or a violation by a trustee of a duty to the business trust, or any beneficial owner, whether or not the trustee is a trustee at the time suit is commenced. Every resident or nonresident of the state who accepts election or appointment or serves as a trustee of a business trust shall, by such acceptance or service, be deemed thereby to have consented to the appointment of the South Dakota trustee or registered agent of such business trust required by § 47-14A-30 (or, if there is none, the secretary of state) as such person's agent upon whom service of process may be made as provided in this section. Such acceptance or service shall signify the consent of such trustee that any process if so served shall be of the same legal force and validity as if served upon such trustee within the state and such appointment of such South Dakota trustee or registered agent (or, if there is none, the secretary of state) shall be irrevocable.

Source: SL 2001, ch 245, § 10.
S.D. Codified Laws § 47-34A-810 — SD Code / Title 47 / Chapter 34A / Section 47-34A-810
Procedure for and effect of administrative dissolution
Status: in_force

(a) If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall enter a record of the determination and serve the company with a copy of the record.

(b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice, the secretary of state shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve the company with a copy of the certificate.

(c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under § 47-34A-802 and to notify claimants under §§ 47-34A-807 and 47-34A-808 .

(d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.

Source: SL 1998, ch 272, § 810.
S.D. Codified Laws § 47-29-23 — SD Code / Title 47 / Chapter 29 / Section 47-29-23
Distribution of proceeds from sale of cemetery lots--Use in care of cemetery--Expenses--Profit prohibited
Status: in_force

The proceeds arising from the sale or resale by a cemetery corporation of lots, after deducting expenses of purchasing, inclosing, laying out, and improving the ground and of erecting buildings, shall be exclusively applied, appropriated, and used in protecting, preserving, improving, and embellishing the cemetery and its appurtenances; in the preservation, care, and marking of abandoned or neglected graves and in the repairing of monuments or gravestones thereon; and paying the necessary expenses of the corporation; and must not be appropriated to any purpose of profit to the corporation or its members.

Source: SDC 1939, § 11.1910.
S.D. Codified Laws § 47-24-16 — SD Code / Title 47 / Chapter 24 / Section 47-24-16
Conforming petition for reinstatement filed--Certificate
Status: in_force

If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under § 47-28-6 , together with submission of the reports required under § 47-24-9 , the secretary of state shall endorse the word "filed" on the original and the copy and the month, day, and year of filing. He shall file the original in his office and issue a certificate of reinstatement of corporation to which he shall affix the copy.

The certificate of reinstatement of corporation, together with the copy of the petition for reinstatement, shall be returned to the applicants or their representatives.

Source: SL 1978, ch 339, § 11; SL 1982, ch 321, § 1; SL 1989, ch 393, § 26.
S.D. Codified Laws § 47-1A-1008 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1008
Amendment pursuant to reorganization
Status: in_force

A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.

The individual or individuals designated by the court shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment approved by the court;

(3) The date of the court's order or decree approving the articles of amendment;

(4) The title of the reorganization proceeding in which the order or decree was entered; and

(5) A statement that the court had jurisdiction of the proceeding under federal statute.

This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

Source: SL 2005, ch 239, § 244.
S.D. Codified Laws § 47-26-37 — SD Code / Title 47 / Chapter 26 / Section 47-26-37
Copy of decree filed with secretary of state--Fee
Status: in_force

In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.

Source: SL 1965, ch 24, § 62.
S.D. Codified Laws § 47-1A-902 — SD Code / Title 47 / Chapter 1A / Section 47-1A-902
Required approvals
Status: in_force

If a domestic or foreign business corporation or eligible entity is also governed by specific statutes such as insurance, banking, public utilities, and savings and loan provisions, the corporation or eligible entity cannot be a party to a transaction under §§ 47-1A-901 to 47-1A-956 , inclusive, without also complying with the requirements of such specific statutes.

Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity may not, by any transaction under §§ 47-1A-901 to 47-1A-956 , inclusive, be diverted from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains an order of the circuit court specifying the disposition of the property to the extent required by and pursuant to § 55-9-4 .

Source: SL 2005, ch 239, § 195.
S.D. Codified Laws § 47-11A-21 — SD Code / Title 47 / Chapter 11A / Section 47-11A-21
Management of deceased or substantially disabled chiropractor's practice
Status: in_force

The estate or agent of a deceased or substantially disabled chiropractor may contract with or employ a chiropractor to manage the deceased or substantially disabled chiropractor's practice for a period, not to exceed twenty-four months, following the date of death or substantial disability of the chiropractor, until the entity can be sold or closed.

Source: SL 2017, ch 193, § 1.
S.D. Codified Laws § 47-18-2 — SD Code / Title 47 / Chapter 18 / Section 47-18-2
Articles of merger or consolidation--Contents--Effective date
Status: in_force

Articles of merger or consolidation of cooperatives shall set forth the approved plan and such other information as is required by § 47-15-9 . They shall be signed by two principal officers of each cooperative merging or consolidating, sealed with the seal of each such cooperative, filed, and recorded as an amendment to the articles. Unless otherwise specified in the plan, the merger, or consolidation is effective when the articles are so recorded.

Source: SDC 1939, § 11.1140 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-1002 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1002
Application for certificate of authority
Status: in_force

(b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The application must state:

(1) The name of the company and, if the name does not comply with § 47-34A-105 , an alternate name adopted pursuant to § 47-34A-105 ;

(2) The name of the state or other jurisdiction under whose law the company is formed;

(3) The street and mailing addresses of the company's principal office and if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing address of the required office;

(4) If the limited liability company is authorized to establish one or more series, the matters required under § 47-34A-702 ; and

(5) The name and street and mailing address of the company's initial agent for service of process in this state.

(c) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed together with the fees required by § 47-34A-212 , and all other fees.

Source: SL 1998, ch 272, § 1002; SL 2008, ch 275, § 79; SL 2012, ch 222, § 15; SL 2013, ch 233, § 31; SL 2020, ch 200, § 10, eff. Nov. 15, 2020.
S.D. Codified Laws § 47-34A-901 — SD Code / Title 47 / Chapter 34A / Section 47-34A-901
Definitions
Status: in_force

Terms used in this article:

(1) "Constituent limited liability company" means a constituent organization that is a limited liability company;

(2) "Constituent organization" means an organization that is party to a merger;

(3) "Converted organization" means the organization into which a converting organization converts pursuant to §§ 47-34A-906 to 47-34A-909 , inclusive;

(4) "Converting limited liability company" means a converting organization that is a limited liability company;

(5) "Converting organization" means an organization that converts into another organization pursuant to § 47-34A-906 ;

(6) "Domesticated company" means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 47-34A-910 to 47-34A-913 , inclusive;

(7) "Domesticating company" means the company that effects a domestication pursuant to §§ 47-34A-910 to 47-34A-913 , inclusive;

(8) "Governing statute" means the statute that governs an organization's internal affairs;

(9) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit;

(10) "Organizational documents" means:

(a) For a domestic or foreign general partnership, its partnership agreement;

(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

(c) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;

(d) For a business trust, its agreement of trust and declaration of trust;

(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and

(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it;

(11) "Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

(a) By the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

(b) By the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization;

(12) "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger.

Source: SL 1998, ch 272, § 901; SL 2013, ch 233, § 15.
S.D. Codified Laws § 47-16-4 — SD Code / Title 47 / Chapter 16 / Section 47-16-4
Member meetings--Location--Virtual participation
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors shall provide that member meetings of a cooperative are held at the principal office or such other place or by means of communication as the board of directors may determine.

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may allow a member, a delegate, or an alternate to participate in a member meeting by any means of communication through which the member, delegate, or alternate may communicate and vote at the meeting. Participation by such means of communication constitutes presence or attendance at the meeting.

Source: SDC 1939, § 11.1115 (1) as enacted by SL 1965, ch 23, § 1; SL 2021, ch 194, § 2.
S.D. Codified Laws § 47-11-18 — SD Code / Title 47 / Chapter 11 / Section 47-11-18
Private corporations law as applicable
Status: in_force

The provisions of the law governing private corporations shall be applicable to corporations formed under this chapter, including their organization, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this chapter.

Source: SL 1961, ch 29, § 3.
S.D. Codified Laws § 47-34A-101 — SD Code / Title 47 / Chapter 34A / Section 47-34A-101
Definitions
Status: in_force

Terms used in this chapter:

(1) "Articles of organization" means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the Office of the Secretary of State or other official having custody of company records in the state or country under whose law it is organized;

(2) "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit;

(3) "Contribution" means any benefit provided by a person to a limited liability company:

(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(B) In order to become a member after the formation of the company and in accordance with an agreement between the person and the company; or

(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company;

(4) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application or a comparable order under federal, state, or foreign law governing insolvency;

(5) "Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest;

(6) "Distributional interest" means all of a member's interest in distributions by the limited liability company;

(7) "Entity" means a person other than an individual;

(8) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company;

(9) "Limited liability company" except in the phrase "foreign limited liability company" means an entity formed under this chapter;

(10) "Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority under section 301;

(11) "Manager-managed company" means a limited liability company which is so designated in its articles of organization;

(12) "Member" means a person that:

(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company;

(B) After formation of the limited liability company, becomes a member:

(1) As provided in the operating agreement;

(2) As a result of a transaction effective under Article IX;

(3) With the consent of all the members; and

(C) After having become a member, has not dissociated under Article VI;

(13) "Member-managed company" means a limited liability company other than a manager-managed company;

(14) "Operating agreement" means any valid agreement, either written or oral, under § 47-34A-103 concerning the relations among the members, managers, and limited liability company; however, an integration clause contained in a written operating agreement may be given effect under other law. The term includes amendments to and restatements of the operating agreement. The operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement;

(15) "Person" means an individual, corporation, business trust, cooperative corporation, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;

(16) "Principal office" means the office, whether or not in this state, where the principal executive office of a domestic or foreign limited liability company is located;

(17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(18) "Sign" means, with the present intent to authenticate or adopt a record by any means including an electronic signature:

(A) To execute or adopt a tangible symbol; or

(B) To attach to or logically associate with a record an electronic symbol, sound, or process;

(19) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States;

(20) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law;

(21) "Transferee" means a person to which all or part of a distributional interest has been transferred, whether or not the transferor is a member.

Source: SL 1998, ch 272, § 101; SL 2013, ch 233, § 1.
S.D. Codified Laws § 47-10-12 — SD Code / Title 47 / Chapter 10 / Section 47-10-12
Capitalization--Minimum capital before commencing business
Status: in_force

At least twenty - five percent of the capital stock authorized in the articles of incorporation shall be paid into the treasury of the corporation in cash before the corporation shall be authorized to transact any business other than such as relates to its organization.

Source: SL 1957, ch 314, § 3; SDC Supp 1960, § 55.6003.
S.D. Codified Laws § 47-23-11 — SD Code / Title 47 / Chapter 23 / Section 47-23-11
Corporations without members entitled to vote--Powers of directors
Status: in_force

If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

Source: SL 1965, ch 24, § 17.
S.D. Codified Laws § 47-12-12 — SD Code / Title 47 / Chapter 12 / Section 47-12-12
Annual renewal of certificate--Conditions
Status: in_force

Each entity subject to this chapter shall annually submit, on or before July first, an application for renewal of its certificate of registration which shall contain the information required by the State Board of Dentistry. Upon application of the entity, accompanied by a renewal fee of twenty-five dollars, the board shall renew the certificate of registration if the board finds the entity has complied with the provisions of this chapter and the regulations prescribed by the board. If a certificate of registration is not renewed on or before July first, the entity's registration under this chapter is automatically suspended until the entity complies with the requirements of this section.

Source: SL 1963, ch 35, § 6; SL 1970, ch 255, § 5; SL 2017, ch 194, § 14.
S.D. Codified Laws § 47-11D-16 — SD Code / Title 47 / Chapter 11D / Section 47-11D-16
Relationship with patient unchanged
Status: in_force

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

Source: SL 1993, ch 337, § 16.
S.D. Codified Laws § 47-22-18 — SD Code / Title 47 / Chapter 22 / Section 47-22-18
Submission of more than one amendment
Status: in_force

Any number of amendments to the articles of incorporation may be submitted and voted upon at any one meeting.

Source: SL 1965, ch 24, § 36.
S.D. Codified Laws § 47-11-13 — SD Code / Title 47 / Chapter 11 / Section 47-11-13
Suspension or revocation of certificate--Grounds
Status: in_force

The Board of Medical and Osteopathic Examiners may suspend or revoke any certificate of registration issued under this chapter for any of the following reasons:

(1) The revocation or suspension of the license to practice medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;

(2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;

(3) The death of the last remaining shareholder; or

(4) Upon finding that the holder of a certificate has failed to comply with the provisions of this chapter or the regulations prescribed by the board.

Source: SL 1961, ch 29, § 10.
S.D. Codified Laws § 47-25A-17 — SD Code / Title 47 / Chapter 25A / Section 47-25A-17
Effect of conversion
Status: in_force

(a) Except as otherwise prohibited by law, when a conversion under sections §§ 47-25A-13 to 47-25A-22 , inclusive, becomes effective:

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

(2) The liabilities of the converting entity remain the liabilities of the surviving entity;

(3) An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred;

(4) In the case of a surviving entity that is a filing entity, its articles of incorporation or governing documents and rules become effective;

(5) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests or securities, or into cash or other property in accordance with the plan of conversion; and the members or of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the governing law of the converting entity; and

(6) The surviving entity is deemed to:

(i) Be incorporated or organized under and subject to the governing law of the converting entity for all purposes; and

(ii) Be the same nonprofit corporation or unincorporated entity without interruption as the converting entity.

(b) A member who is subject to personal liability for some or all of the debts, obligations, or liabilities of the surviving entity has personal liability only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.

Source: SL 2016, ch 221, § 32.
S.D. Codified Laws § 47-14A-94 — SD Code / Title 47 / Chapter 14A / Section 47-14A-94
Provisions of law subject to change
Status: in_force

All provisions of this section may be altered from time to time or repealed and all rights of business trusts, trustees, beneficial owners, and other persons are subject to this reservation.

Source: SL 2001, ch 245, § 94.
S.D. Codified Laws § 47-1A-1603 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1603
Scope of inspection right
Status: in_force

A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.

The right to copy records under §§ 47-1A-1602 to 47-1A-1602.3 , inclusive, includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision 47-1A-1602.1 (3) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.

The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.

Source: SL 2005, ch 239, § 377.
S.D. Codified Laws § 47-1A-1005 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1005
Amendment by board of directors
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:

(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) To delete the names and addresses of the initial directors;

(3) To change the information required by § 59-11-6 ;

(4) If the corporation has only one class of shares outstanding:

(a) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(b) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

(5) To change the corporate name by substituting the term, corporation, incorporated, company, limited, or the abbreviation, corp., inc., co., or ltd., for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(6) To reflect a reduction in authorized shares, as a result of the operation of § 47-1A-631 , when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

(7) To delete a class of shares from the articles of incorporation, as a result of the operation of § 47-1A-631 , when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

(8) To make any change expressly permitted by §§ 47-1A-602 or 47-1A-602.1 to be made without shareholder approval.

Source: SL 2005, ch 239, § 239; SL 2008, ch 275, § 36.
S.D. Codified Laws § 47-11A-5 — SD Code / Title 47 / Chapter 11A / Section 47-11A-5
Shareholding restricted to licensed chiropractors--Active practice required
Status: in_force

All shareholders of a corporation formed under § 47-11A-1 shall be persons duly licensed by the Board of Chiropractic Examiners of the State of South Dakota to practice chiropractic 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 chiropractic in the offices of the corporation.

Source: SL 1970, ch 258, § 1 (4).
S.D. Codified Laws § 47-11D-10 — SD Code / Title 47 / Chapter 11D / Section 47-11D-10
Posting of certificate
Status: in_force

The certificate of registration issued pursuant to § 47-11D-9 shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 1993, ch 337, § 10.
S.D. Codified Laws § 47-1A-1102.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102.3
Plan of merger--Required content
Status: in_force

The plan of merger must include:

(1) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;

(2) The terms and conditions of the merger;

(3) The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;

(4) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and

(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.

Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive.

Source: SL 2005, ch 239, § 252.
S.D. Codified Laws § 47-1A-956 — SD Code / Title 47 / Chapter 1A / Section 47-1A-956
Abandonment of an entity conversion
Status: in_force

Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by §§ 47-1A-950 to 47-1A-956 , inclusive, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.

If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the Office of the Secretary of State, but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the entity conversion. Upon filing, the statement shall take effect, and the entity conversion shall be deemed abandoned and does not become effective.

Source: SL 2005, ch 239, § 234.
S.D. Codified Laws § 47-28-12 — SD Code / Title 47 / Chapter 28 / Section 47-28-12
Answer to interrogatories--Time for answer--Extension of time--Proper party to answer
Status: in_force

Interrogatories propounded pursuant to § 47-28-11 shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice - president, secretary, or assistant secretary, or treasurer or assistant treasurer thereof.

Source: SL 1965, ch 24, § 89.
S.D. Codified Laws § 47-24-22 — SD Code / Title 47 / Chapter 24 / Section 47-24-22
Personal affiliation information--Right to privacy--Public agencies--Prohibitions
Status: in_force

Any natural person who supports a nonprofit corporation has a right to personal privacy and confidentiality regarding the release of personal affiliation information by a public agency. A public agency may not:

(1) Require any natural person or nonprofit corporation to provide the public agency with personal affiliation information or otherwise compel the release of personal affiliation information;

(2) Release, publicize, or otherwise publicly disclose personal affiliation information in the public agency's possession; or

(3) Request or require a current or prospective contractor or grantee with the public agency to provide the public agency with a list of nonprofit corporations to which it has provided financial or nonfinancial support.

Source: SL 2021, ch 197, § 2.
S.D. Codified Laws § 47-1A-604.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-604.1
Scrip--Label on certificate--Information
Status: in_force

Each certificate representing scrip shall be conspicuously labeled scrip and shall contain the information required by § 47-1A-625 .

Source: SL 2005, ch 239, § 61.
S.D. Codified Laws § 47-14B-4 — SD Code / Title 47 / Chapter 14B / Section 47-14B-4
Certification and filing of application
Status: in_force

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the secretary of state shall:

(1) Certify that the application has been filed in the secretary of state's office by endorsing upon the original application the word, Filed, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;

(2) File and index the endorsed application.

The secretary of state shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application.

Source: SL 2001, ch 245, § 100.
S.D. Codified Laws § 47-16-61 — SD Code / Title 47 / Chapter 16 / Section 47-16-61
Report of forfeited sums to administrator
Status: in_force

Cooperatives organized pursuant to chapters 47-15 and 47-21 shall report to the administrator all sums forfeited pursuant to procedures as provided in §§ 47-16-54 to 47-16-59 , inclusive. A municipally owned utility which provides for forfeiture of unclaimed property by ordinance shall deposit sums forfeited to its treasury and annually report such deposits to the administrator.

Source: SL 1992, ch 312, § 40.
S.D. Codified Laws § 47-27-37 — SD Code / Title 47 / Chapter 27 / Section 47-27-37
Issuance and filing of certificate of revocation--Notice to corporation
Status: in_force

Upon revoking any certificate of authority, the secretary of state shall:

(1) Issue an original and one exact or conforming copy of a certificate of revocation;

(2) File the original in his office; and

(3) Mail to the corporation at its registered office in this state a notice of revocation accompanied by the copy.

Source: SL 1965, ch 24, § 81; SL 1989, ch 393, § 45.
S.D. Codified Laws § 47-9A-3.3 — SD Code / Title 47 / Chapter 9A / Section 47-9A-3.3
Dairy on agricultural lands exempt
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural lands acquired by a corporation solely for the purpose of operating a dairy.

Source: SL 2008, ch 237, § 1.
S.D. Codified Laws § 47-11D-6 — SD Code / Title 47 / Chapter 11D / Section 47-11D-6
Professional services limited to certified employees
Status: in_force

A corporation formed pursuant to this chapter may render professional services only through its officers, employees, and agents who are duly certified to render such professional services under the provisions of chapter 36-4A . However, this section may not be interpreted to include in the term employee, as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not considered by law to be rendering professional services to the public.

Source: SL 1993, ch 337, § 6.
S.D. Codified Laws § 47-1A-1407 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1407
Other claims against dissolved corporation--Publication of notice of dissolution
Status: in_force

A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice must:

(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or, if none in this state, in Hughes County;

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

Source: SL 2005, ch 239, § 321; SL 2008, ch 275, § 39.
S.D. Codified Laws § 47-16-11 — SD Code / Title 47 / Chapter 16 / Section 47-16-11
Votes by member cooperatives
Status: in_force

In the case of a cooperative composed only of member cooperative corporations, such member cooperatives shall have only one vote, except that the articles may permit either or both:

(1) A member cooperative to cast additional votes not exceeding a number equal to its membership;

(2) A cooperative whose member - patrons include other cooperative corporations to base voting in whole or in part on a patronage basis.

Source: SDC 1939, § 11.1114 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-27-38 — SD Code / Title 47 / Chapter 27 / Section 47-27-38
Cessation of authority to do business locally
Status: in_force

Upon the issuance of such certificate of revocation, the authority of the corporation to do or engage in any business in this state shall cease.

Source: SL 1965, ch 24, § 81.
S.D. Codified Laws § 47-14A-73 — SD Code / Title 47 / Chapter 14A / Section 47-14A-73
Qualifications of plaintiff in derivative action
Status: in_force

In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and:

(1) At the time of the transaction of which the plaintiff complains; or

(2) Plaintiff's status as a beneficial owner had devolved upon plaintiff by operation of law or pursuant to the terms of the governing instrument of the business trust from a person who was a beneficial owner at the time of the transaction.

Source: SL 2001, ch 245, § 73.
S.D. Codified Laws § 47-14A-59 — SD Code / Title 47 / Chapter 14A / Section 47-14A-59
Name of person in name of business trust
Status: in_force

The name of each business trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.

Source: SL 2001, ch 245, § 59.
S.D. Codified Laws § 47-25A-21 — SD Code / Title 47 / Chapter 25A / Section 47-25A-21
Effect of conversion of domestic business corporation to domestic nonprofit corporation
Status: in_force

(a) When a conversion of a domestic 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 conversion had not occurred;

(4) The articles of conversion, or the articles of incorporation attached to the articles of 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 this state; and

(6) The corporation is deemed to:

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

(ii) Be the same corporation without interruption.

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

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

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

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

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

(c) A shareholder of a domestic 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 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 conversion.

Source: SL 2016, ch 221, § 36.
S.D. Codified Laws § 47-16-56 — SD Code / Title 47 / Chapter 16 / Section 47-16-56
Notice to claimant--Contents of notice
Status: in_force

If the name and address of any person entitled to receive the money or property mentioned in § 47-16-54 is shown on the records of the cooperative, and the money or property is of the value of fifty dollars or more, a notice shall be mailed or electronically transmitted to each person at the last known address. The notice shall describe the money or property referred to, state the name of each person who appears to be entitled to money or property as shown by the records of the cooperative, and state that the money or property will be forfeited to the cooperative six months from the date the notice is mailed or electronically transmitted unless the money or property is claimed and proper evidence of ownership is submitted within that time. The notice shall be dated and signed and mailed or electronically transmitted on behalf of the cooperative by its secretary or any other duly authorized individual.

Source: SDC 1939, § 11.1132 (2) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 7.
S.D. Codified Laws § 47-11E-13 — SD Code / Title 47 / Chapter 11E / Section 47-11E-13
Filing of articles of incorporation
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 South Dakota Board of Nursing, together with a certified copy of all amendments thereto. At the time of filing the original articles with the Board of Nursing, the corporation shall file a written list of shareholders setting forth the names and addresses of each and a written list containing the names and addresses of all persons who are not shareholders who are employed by the corporation and who are authorized to practice nursing in South Dakota. Within ten 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 Board of Nursing.

Source: SL 1996, ch 228, § 13.
S.D. Codified Laws § 47-21-74 — SD Code / Title 47 / Chapter 21 / Section 47-21-74
Foreign cooperatives--Conditions to local operation--Statement to secretary of state--Contents of statement
Status: in_force

Any foreign nonprofit or cooperative corporation supplying or authorized to supply electric energy and owning or operating electric transmission or distribution lines in an adjacent state may construct or acquire extensions of such lines in this state and operate such extensions. Any such corporation, before constructing or operating such extensions, shall, by its president or vice - president, under its seal attested by its secretary, make and forward to the secretary of state a statement, duly sworn to, setting forth:

(1) The name of such corporation and the location of its principal office or place of business without this state, and in case such corporation is to have any place of business or principal office within this state, the location thereof;

(2) The names and addresses of the officers of such corporation and the name and address of the agent or manager of such corporation who will represent it in this state; and

(3) That it constitutes and appoints the secretary of state its true and lawful agent upon whom the summons, notices, pleadings, or process in any action or proceeding against it may be served in respect of any liability arising out of any business, contract, or transaction in this state and that it stipulates that service thereof upon the secretary of state or his deputy shall be accepted irrevocably as a valid service upon it and that such appointment and stipulation shall continue in force irrevocably so long as any liability of such corporation remains outstanding in this state.

Upon compliance with the requirements of this section such corporation shall have all the rights, powers, privileges, and immunities of a cooperative.

Source: SL 1947, ch 33, § 31; SDC Supp 1960, § 11.2231.
S.D. Codified Laws § 47-13-9 — SD Code / Title 47 / Chapter 13 / Section 47-13-9
Posting of certificate required
Status: in_force

The certificate of registration shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 1964, ch 20, § 7.
S.D. Codified Laws § 47-16-5 — SD Code / Title 47 / Chapter 16 / Section 47-16-5
Member meetings--Notice--Virtual meeting
Status: in_force

Written notice of a membership meeting of a cooperative, stating the place, day, and hour, and, in case of a special member meeting the purposes for which the meeting is called, shall be given no fewer than ten nor more than sixty days before the meeting, at the direction of the person calling the meeting.

The place of the meeting or special meeting may be virtual if the written notice specifies a means of communication to conduct the meeting that complies with the provisions of § 47-16-4 .

Source: SDC 1939, § 11.1115 (4) as enacted by SL 1965, ch 23, § 1; SL 2021, ch 194, § 3.
S.D. Codified Laws § 47-27-10 — SD Code / Title 47 / Chapter 27 / Section 47-27-10
Certificate as not authorizing acts prohibited locally
Status: in_force

No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under chapter 47-22 is prohibited from conducting.

Source: SL 1965, ch 24, § 65.
S.D. Codified Laws § 47-1A-1606 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1606
Exception to notice requirement
Status: in_force

Whenever notice is required to be given under any provision of this chapter to any shareholder, such notice may not be required to be given if:

(1) Notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable; or

(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable.

If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.

Source: SL 2005, ch 239, § 384.
S.D. Codified Laws § 47-28-1 — SD Code / Title 47 / Chapter 28 / Section 47-28-1
General powers of secretary of state
Status: in_force

The secretary of state shall have the power and authority reasonably necessary to enable him to administer chapters 47-22 to 47-28 , inclusive, efficiently and to perform the duties therein imposed upon him.

Source: SL 1965, ch 24, § 91.
S.D. Codified Laws § 47-1A-1301 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1301
Definitions
Status: in_force

Terms used in §§ 47-1A-1301 to 47-1A-1331.2 , inclusive, mean:

(1) "Affiliate," any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of subdivision 47-1A-1302.1 (4), a person is deemed to be an affiliate of its senior executives;

(2) "Beneficial shareholder," any person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;

(3) "Corporation," the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in §§ 47-1A-1321 to 47-1A-1331.2 , inclusive, includes the surviving entity in a merger;

(4) "Fair value," the value of the corporation's shares determined:

(a) Immediately before the effectuation of the corporate action to which the shareholder objects;

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(c) Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to subdivision 47-1A-1302(5);

(5) "Interest," interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action;

(6) "Preferred shares," any class or series of shares whose holders have preference over any other class or series with respect to distributions;

(7) "Record shareholder," the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation;

(8) "Senior executive," the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function;

(9) "Shareholder," both a record shareholder and a beneficial shareholder.

Source: SL 2005, ch 239, § 280.
S.D. Codified Laws § 47-1A-1504 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1504
Amended certificate of authority
Status: in_force

A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Office of the Secretary of State if it changes:

(1) Its corporate name;

(2) The period of its duration;

(3) The state or country of its incorporation; or

(4) Any of the information required by § 59-11-6 .

The requirements of § 47-1A-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

Source: SL 2005, ch 239, § 352; SL 2008, ch 275, § 47.
S.D. Codified Laws § 47-9A-17 — SD Code / Title 47 / Chapter 9A / Section 47-9A-17
Additional information for qualification as family or authorized farm corporation
Status: in_force

The report of a corporation seeking to qualify hereunder as a family farm corporation or an authorized farm corporation shall contain, in addition:

(1) The number of shares owned by persons residing on the farm or actively engaged in farming, or their relatives within the third degree of kindred;

(2) The name, address, and number of shares owned by each shareholder; and

(3) A statement as to percentage of gross receipts of the corporation derived from rent, royalties, dividends, interest, and annuities.

Source: SL 1974, ch 294, § 5.
S.D. Codified Laws § 47-9A-14 — SD Code / Title 47 / Chapter 9A / Section 47-9A-14
Family farm corporation defined
Status: in_force

As used in this chapter, the term, family farm corporation, means any corporation founded for the purpose of farming and the ownership of agricultural land in which the majority of the voting stock is held by members of a family, an estate of a family member, or a trust that benefits members of the family, and at least one of whose stockholders is a person who is residing on or actively operating the farm or who has resided on or has actively operated the farm, and none of whose stockholders are corporations. Transfers of shares to persons who are or have been family members are qualified as a family member under this chapter.

Source: SL 1974, ch 294, § 3 (5); SL 1984, ch 298; SL 1985, ch 369; SL 1988, ch 371, § 2; SL 2004, ch 276, § 2.
S.D. Codified Laws § 47-1A-202 — SD Code / Title 47 / Chapter 1A / Section 47-1A-202
Articles of incorporation--Required provisions
Status: in_force

The articles of incorporation shall set forth:

(1) A corporate name for the corporation that satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive;

(2) The number of shares the corporation is authorized to issue;

(3) The street address of its principal office;

(4) The information required by § 59-11-6 ; and

(5) The name and address of each incorporator.

Source: SL 2005, ch 239, § 28; SL 2008, ch 275, § 31.