S.D. Codified Laws § 47-1A-1406 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1406
Known claims against dissolved corporation
Status: in_force

A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

Source: SL 2005, ch 239, § 318.
S.D. Codified Laws § 47-1A-141.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141.1
Method of notice
Status: in_force

Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

Source: SL 2005, ch 239, § 21.
S.D. Codified Laws § 47-21-1 — SD Code / Title 47 / Chapter 21 / Section 47-21-1
Definitions
Status: in_force

Terms used in this chapter mean:

(1) "Cooperative," any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided;

(2) "Person," any natural person, firm, association, corporation, limited liability company, business trust, partnership, federal agency, state or political subdivision, or agency thereof, or any body politic;

(3) "Rural area," any area certified to a rural electric cooperative under the provisions of chapter 49-34A , or an area in which it is permitted to serve under the provisions of chapter 49-34A .

Source: SL 1947, ch 33, § 3; SDC Supp 1960, § 11.2203; SL 1963, ch 33; SL 1965, ch 254, § 2; SL 1969, ch 231, § 63; SL 1970, ch 261, § 2; SL 1975, ch 283, § 58; SL 1994, ch 351, § 122.
S.D. Codified Laws § 47-22-68.3 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.3
Self-dealing by foundation prohibited
Status: in_force

The corporation described in § 47-22-68.2 shall not engage in any act of self - dealing which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 2 (2).
S.D. Codified Laws § 47-14B-15 — SD Code / Title 47 / Chapter 14B / Section 47-14B-15
Jurisdiction of circuit court for failure to register or for false registration
Status: in_force

The circuit court shall have jurisdiction to enjoin any foreign business trust, or any agent thereof, from doing any business in the state if such foreign business trust has failed to register under this section or if such foreign business trust has secured a certificate of the secretary of state on the basis of false or misleading representations. The attorney general shall, upon the attorney general's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign business trust is doing or has done business.

Source: SL 2001, ch 245, § 111.
S.D. Codified Laws § 47-1A-920 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920
Domestication--Foreign business corporation to be domestic business corporation
Status: in_force

A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation.

Source: SL 2005, ch 239, § 196.
S.D. Codified Laws § 47-14A-5 — SD Code / Title 47 / Chapter 14A / Section 47-14A-5
Liability of beneficial owners
Status: in_force

Except to the extent otherwise provided in the governing instrument of the business trust, the beneficial owners are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the state.

Source: SL 2001, ch 245, § 5.
S.D. Codified Laws § 47-11C-1.1 — SD Code / Title 47 / Chapter 11C / Section 47-11C-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, § 39L.
S.D. Codified Laws § 47-13B-18 — SD Code / Title 47 / Chapter 13B / Section 47-13B-18
Accountant-client privileges unchanged
Status: in_force

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

Source: SL 1971, ch 260, § 2.
S.D. Codified Laws § 47-1A-403 — SD Code / Title 47 / Chapter 1A / Section 47-1A-403
Foreign corporation--Registration of corporate name
Status: in_force

A foreign corporation may register its corporate name, or its corporate name with any addition required by §§ 47-1A-1506.1 to 47-1A-1507 , if the name is distinguishable upon the records of the Office of the Secretary of State from the corporate names that are not available under § 47-1A-401.1 . A foreign corporation registers its corporate name, or its corporate name with any addition required by §§ 47-1A-1506.1 to 47-1A-1507 , inclusive, by delivering to the Office of the Secretary of State for filing an application:

(1) Setting forth its corporate name, or its corporate name with any addition required by §§ 47-1A-1506.1 to 47-1A-1507 , inclusive, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and

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

The name is registered for the applicant's exclusive use upon the effective date of the application.

Source: SL 2005, ch 239, § 46.
S.D. Codified Laws § 47-13-16 — SD Code / Title 47 / Chapter 13 / Section 47-13-16
Service of notice of appeal
Status: in_force

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

Source: SL 1964, ch 20, § 13.
S.D. Codified Laws § 47-18-18 — SD Code / Title 47 / Chapter 18 / Section 47-18-18
Power and authority of court--Appointment of receiver
Status: in_force

Upon the filing of any action under § 47-18-17 , the court acquires exclusive jurisdiction of all matter pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidation proceedings. The court has power to issue injunctions, appoint receivers with such duties and powers as the court may direct, and take any other action necessary to the cooperative's liquidation. A receiver appointed in such proceeding has authority to sue and be sued as receiver for the cooperative.

Source: SDC 1939, § 11.1145 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-101 — SD Code / Title 47 / Chapter 1A / Section 47-1A-101
Short title
Status: in_force

This chapter shall be known and may be cited as the South Dakota Business Corporation Act.

Source: SL 2005, ch 239, § 1.
S.D. Codified Laws § 47-34A-1001 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1001
Law governing foreign limited liability companies
Status: in_force

(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:

(1) The internal affairs of the company; and

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

(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.

(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.

Source: SL 1998, ch 272, § 1001; SL 2013, ch 233, § 30.
S.D. Codified Laws § 47-14A-44 — SD Code / Title 47 / Chapter 14A / Section 47-14A-44
Certificate of amendment--Contents--Certificate of trust may be freely amended
Status: in_force

A certificate of trust may be amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth:

(1) The name of the business trust;

(2) The amendment to the certificate; and

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

Except to the extent otherwise provided in the certificate of trust or in the governing instrument of a business trust, a certificate of trust may be amended at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a certificate of trust was false when made or that any matter described has changed making the certificate false in any material respect shall promptly file a certificate of amendment.

Source: SL 2001, ch 245, § 44.
S.D. Codified Laws § 47-1A-1431.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1431.3
Shareholder right to avoid dissolution by purchase of petitioner shares--Notice
Status: in_force

Within ten days of the commencement of a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares 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, the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under §§ 47-1A-1434 to 47-1A-1434.7 , inclusive and accompanied by a copy of §§ 47-1A-1434 to 47-1A-1434.7 , inclusive.

Source: SL 2005, ch 239, § 335.
S.D. Codified Laws § 47-25-26 — SD Code / Title 47 / Chapter 25 / Section 47-25-26
Authorization of transfer by members--Two-thirds vote required
Status: in_force

At the meeting required by § 47-25-25 the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the vote of 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, § 46 (1).
S.D. Codified Laws § 47-29-5 — SD Code / Title 47 / Chapter 29 / Section 47-29-5
Notice of election of directors--Publication of notice--Time of publication--Notice of other meetings
Status: in_force

Notice of any election of directors or officers of a cemetery corporation, except the original organization election, shall be given by publishing the same in a newspaper published in the county in which the cemetery is located and nearest the vicinity thereof stating the time and place of election and officers to be elected. Such notice must be published at least ten days before the date fixed for such election. The notice required for other meetings of the officers or directors shall be as fixed in the bylaws.

Source: SDC 1939, § 11.1903.
S.D. Codified Laws § 47-1A-707 — SD Code / Title 47 / Chapter 1A / Section 47-1A-707
Record date
Status: in_force

The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

Source: SL 2005, ch 239, § 93.
S.D. Codified Laws § 47-1A-730 — SD Code / Title 47 / Chapter 1A / Section 47-1A-730
Voting trusts--Creation--Effective date and duration
Status: in_force

One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.

A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. Any limit on the duration of a voting trust must be set forth in the voting trust. A voting trust that became effective between July 1, 2005, and June 30, 2015, remains governed by the ten-year limit then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.

Source: SL 2005, ch 239, § 113; SL 2015, ch 228, § 1.
S.D. Codified Laws § 47-23-6 — SD Code / Title 47 / Chapter 23 / Section 47-23-6
Taking action without meeting--Written consent--Effect of written consent
Status: in_force

Any action required by chapters 47-22 to 47-28 , inclusive, to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors or of a committee of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be. If permitted in the articles of incorporation or the bylaws, such consent and signature may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.

Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under chapters 47-22 to 47-28 , inclusive.

Source: SL 1965, ch 24, § 97; SL 2016, ch 221, § 7.
S.D. Codified Laws § 47-1A-403.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-403.2
Foreign corporation--Qualification under registered name--Use of name by another--Termination
Status: in_force

A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates if the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

Source: SL 2005, ch 239, § 48.
S.D. Codified Laws § 47-17-22 — SD Code / Title 47 / Chapter 17 / Section 47-17-22
Circumstances under which directors, officers, agents, and employees may not be indemnified
Status: in_force

Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee:

(1) In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director, officer, agent, or employee has met the relevant standard of conduct pursuant to § 47-17-21 ; or

(2) In connection with any proceeding with respect to conduct for which the director, officer, agent, or employee was adjudged liable on the basis that the director, officer, agent, or employee received a financial benefit to which the director, officer, agent, or employee was not entitled, whether or not involving action in the official capacity of the director, officer, agent, or employee.

Source: SL 2007, ch 260, § 5; SL 2009, ch 232, § 5.
S.D. Codified Laws § 47-22-38 — SD Code / Title 47 / Chapter 22 / Section 47-22-38
Changing head office during emergency
Status: in_force

The board of directors, either before or during any emergency described in § 47-22-35 , may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-15-2 — SD Code / Title 47 / Chapter 15 / Section 47-15-2
Purposes--Banking and insurance prohibited
Status: in_force

Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance.

Source: SDC 1939, § 11.1102 as enacted by SL 1965, ch 23, § 1; SL 1978, ch 337.
S.D. Codified Laws § 47-24-3.1 — SD Code / Title 47 / Chapter 24 / Section 47-24-3.1
Directors not liable for distribution in good faith reliance on financial statements or accountant's report
Status: in_force

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

Source: SL 1978, ch 338, § 5.
S.D. Codified Laws § 47-11E-5 — SD Code / Title 47 / Chapter 11E / Section 47-11E-5
Shareholders must be licensed and engaged in practice of nursing
Status: in_force

All shareholders of a corporation formed pursuant to § 47-11E-1 shall be persons duly licensed by the South Dakota Board of Nursing to practice nursing 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 nursing in the offices of the corporation.

Source: SL 1996, ch 228, § 5.
S.D. Codified Laws § 47-1A-925 — SD Code / Title 47 / Chapter 1A / Section 47-1A-925
Abandonment of a domestication of domestic business corporation
Status: in_force

Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by §§ 47-1A-920 to 47-1A-925 , inclusive, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.

If a domestication is abandoned under this section after articles of charter surrender have been filed with the Office of the Secretary of State but before the domestication has become effective, a statement that the domestication 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 domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective.

Source: SL 2005, ch 239, § 213.
S.D. Codified Laws § 47-22-40 — SD Code / Title 47 / Chapter 22 / Section 47-22-40
Notice of meetings during emergency--Quorum
Status: in_force

Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency described in § 47-22-35 may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.

To the extent required to constitute a quorum at any meeting of the board of directors during any such emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-10-20 — SD Code / Title 47 / Chapter 10 / Section 47-10-20
Nonstockholder members--Liability for debts
Status: in_force

Nonstockholder members of a business development credit corporation do not assume any liability for the debts of the corporation.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (d).
S.D. Codified Laws § 47-21-70 — SD Code / Title 47 / Chapter 21 / Section 47-21-70
Powers of cooperative--Bylaws
Status: in_force

A cooperative shall have power to adopt, amend, and repeal bylaws.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (12).
S.D. Codified Laws § 47-1A-1702 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1702
Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

Source: SL 2005, ch 239, § 391.
S.D. Codified Laws § 47-10-17 — SD Code / Title 47 / Chapter 10 / Section 47-10-17
Nonstockholder members--Establishment of line of credit
Status: in_force

Each nonstockholder member of a business development credit corporation shall establish a line of credit to the corporation as determined in the articles of incorporation.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (a).
S.D. Codified Laws § 47-22-24 — SD Code / Title 47 / Chapter 22 / Section 47-22-24
Resolution of restatement--Submission to members
Status: in_force

If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-19-3 — SD Code / Title 47 / Chapter 19 / Section 47-19-3
Rights conferred by certificate
Status: in_force

Upon issuance of the secretary of state's certificate of authority a foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized for the same purposes under the laws of this state.

Source: SDC 1939, § 11.1150 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-27 — SD Code / Title 47 / Chapter 14A / Section 47-14A-27
Officer or employer acting in reliance on governing instrument not liable--Duties determined by governing instrument
Status: in_force

To the extent that, at law or in equity, an officer, employee, manager, or other person designated pursuant to subdivision 47-14A-25(7) has duties (including fiduciary duties) and liabilities relating thereto to a business trust, a beneficial owner, or a trustee:

(1) Any such officer, employee, manager, or other person acting under a governing instrument is not liable to the business trust, any beneficial owner, or any trustee for such person's good faith reliance on the provisions of such governing instrument; and

(2) The duties and liabilities of an officer, employee, manager, or other person acting pursuant to subdivision 47-14A-25(7) may be expanded or restricted by provisions in a governing instrument.

Source: SL 2001, ch 245, § 27.
S.D. Codified Laws § 47-21-55 — SD Code / Title 47 / Chapter 21 / Section 47-21-55
Notice of meeting--Contents of notice--Method of giving notice
Status: in_force

Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of the members of a cooperative, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten days nor more than twenty - five days before the date of the meeting, unless the constitution requires a different notice in respect of one or more of the purposes of the meeting in which case only the notice required by the constitution shall be given. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at his address as it appears on the records of the cooperative.

Source: SL 1947, ch 33, § 10; SDC Supp 1960, § 11.2210 (3).
S.D. Codified Laws § 47-11B-9 — SD Code / Title 47 / Chapter 11B / Section 47-11B-9
Investigation on application--Conditions to issuance of certificate--Duration of certificate
Status: in_force

Upon receipt of an application made pursuant to § 47-11B-8 , the Board of Examiners in Optometry shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each registered pursuant to chapter 36-7 and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and regulations of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate which shall remain effective until January first following the date of such registration.

Source: SL 1972, ch 249, § 9.
S.D. Codified Laws § 47-1A-625.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-625.1
Certificate requirements when corporation authorized to issue different classes of shares or different series within a class
Status: in_force

If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

Source: SL 2005, ch 239, § 71.
S.D. Codified Laws § 47-31B-307 — SD Code / Title 47 / Chapter 31B / Section 47-31B-307
Waiver and modification
Status: in_force

The director may waive or modify, in whole or in part, any or all of the requirements of §§ 47-31B-302 , 47-31B-303 , and 47-31B-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to § 47-31B-305(h).

Source: SL 2004, ch 278, § 16.
S.D. Codified Laws § 47-14A-70 — SD Code / Title 47 / Chapter 14A / Section 47-14A-70
Rights, property, and obligations of merging entities vest in resulting entity
Status: in_force

When any merger or consolidation has become effective under this chapter, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of such business trusts and other business entities, as well as all other things and causes of action belonging to each of such business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated. The title to any real property vested by deed or otherwise, under the laws of the state, in any of such business trusts and other business entities, may not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of such business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the such business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.

Source: SL 2001, ch 245, § 70.
S.D. Codified Laws § 47-14A-31 — SD Code / Title 47 / Chapter 14A / Section 47-14A-31
Exception to §47-14A-30for registered investment companies
Status: in_force

Notwithstanding the provisions of § 47-14A-30 , if a business trust is, becomes, or will become prior to or within one hundred eighty days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended (15 U.S.C. §§ 80a-1 et seq.), such business trust may not be required to have a trustee who is a resident of this state or who has a principal place of business in this state if notice that the business trust is or will become an investment company as referenced in this sentence is set forth in the certificate of trust of the business trust and if and for so long as such business trust shall have and maintain in this state:

(1) A registered office, which may, but need not be, a place of business in this state; and

(2) A registered agent for service of process on the business trust, which agent may be either an individual resident in this state whose business office is identical with such business trust's registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with such registered office.

Source: SL 2001, ch 245, § 31.
S.D. Codified Laws § 47-26-5 — SD Code / Title 47 / Chapter 26 / Section 47-26-5
Manner of distribution of assets--Particular assets--Remaining assets
Status: in_force

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;

(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.

Source: SL 1965, ch 24, § 48.
S.D. Codified Laws § 47-22-75 — SD Code / Title 47 / Chapter 22 / Section 47-22-75
Prior incorporations validated--Previously pending actions
Status: in_force

All articles of incorporation, including amendments, of any association, society, or corporation established for charitable purposes filed in the Office of the Secretary of State of this state prior to July 1, 1957 which did not set forth the amount of property of any kind such association, society, or corporation might hold or the disposition to be made of its property in case of its dissolution and all acts done in reliance thereon are hereby in all things legalized, cured, and validated and are hereby declared to be in all respects of like force and effect as though such articles had set forth such matters.

No action or proceeding filed and pending on July 1, 1957 shall be barred or the rights of any party thereto in any manner affected by the enactment of this section.

Source: SL 1957, ch 506, §§ 1, 2; SDC Supp 1960, § 65.0338.
S.D. Codified Laws § 47-34A-802 — SD Code / Title 47 / Chapter 34A / Section 47-34A-802
Limited liability company continues after dissolution
Status: in_force

(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) The rights of a third party accruing as a result of the dissolution, under § 47-34A-804(a), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

Source: SL 1998, ch 272, § 802.
S.D. Codified Laws § 47-21-9 — SD Code / Title 47 / Chapter 21 / Section 47-21-9
Required recitals in amendment--Affidavit of compliance
Status: in_force

The articles of amendment required by § 47-21-8 shall recite that they are executed pursuant to this chapter and shall state:

(1) The name of the cooperative;

(2) The address of its principal office; and

(3) The amendment to its articles of incorporation.

The president or vice - president executing such articles of amendment shall make and annex thereto an affidavit stating that the provisions of § 47-21-8 in respect of the amendment set forth in such articles were duly complied with.

Source: SL 1947, ch 33, § 15; SDC Supp 1960, § 11.2215.
S.D. Codified Laws § 47-13-6 — SD Code / Title 47 / Chapter 13 / Section 47-13-6
Employees subject to Veterinary Practice Act
Status: in_force

Each individual employee licensed pursuant to the Veterinary Practice Act who is employed by a corporation subject to this chapter shall remain subject to reprimand or discipline for his conduct under the provisions of the Veterinary Practice Act.

Source: SL 1964, ch 20, § 16.
S.D. Codified Laws § 47-34A-502 — SD Code / Title 47 / Chapter 34A / Section 47-34A-502
Transfer of distributional interest
Status: in_force

A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.

Source: SL 1998, ch 272, § 502.
S.D. Codified Laws § 47-1A-1432 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1432
Receivership or custodianship
Status: in_force

A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in such person's own name as receiver of the corporation in all courts of this state;

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the corporation or proceeds from the sale of the assets.

Source: SL 2005, ch 239, § 336.
S.D. Codified Laws § 47-1A-604.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-604.2
Rights of holder of fractional share--Scrip
Status: in_force

The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip so provides.

Source: SL 2005, ch 239, § 62.
S.D. Codified Laws § 47-21-2 — SD Code / Title 47 / Chapter 21 / Section 47-21-2
Purpose and authority
Status: in_force

Cooperatives may be organized under this chapter for any lawful purpose except banking, securities, and insurance. Cooperatives proposing to provide local exchange telephone service in a rural telephone company's service area may do so only in compliance with the procedures contained in section 251(f) of the Communication Act of 1934, as amended by the Telecommunications Act of 1996.

Source: SL 1947, ch 33, § 2; SDC Supp 1960, § 11.2202; SL 1989, ch 392, § 1; SL 1994, ch 349, § 1; SL 1997, ch 258, § 1.
S.D. Codified Laws § 47-1A-1605.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1605.1
Court-ordered inspection of records upon application of director
Status: in_force

The circuit court of the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this section on an expedited basis.

Source: SL 2005, ch 239, § 382; SL 2008, ch 275, § 52.
S.D. Codified Laws § 47-11E-7 — SD Code / Title 47 / Chapter 11E / Section 47-11E-7
Qualifications of president, directors and officers
Status: in_force

The president of a corporation formed pursuant to § 47-11E-1 shall be a shareholder and director; and, to the extent possible, all other directors and officers shall be persons having the qualifications prescribed in § 47-11E-5 . Lay directors and officers may not exercise any authority whatsoever over professional matters.

Source: SL 1996, ch 228, § 7.
S.D. Codified Laws § 47-10-3 — SD Code / Title 47 / Chapter 10 / Section 47-10-3
Borrowing--Pledging security for borrowings
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to borrow money on secured or unsecured notes from any bank, savings and loan association, trust company, or insurance company which is a nonstockholder member of the corporation and from other nonmember persons, firms, or corporations; and to pledge bonds, notes, and other securities as collateral therefor.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (1).
S.D. Codified Laws § 47-1A-863.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-863.3
Court authority upon failure of shareholder vote to comply with §47-1A-863
Status: in_force

If a shareholders' vote does not comply with § 47-1A-863 solely because of a failure of a director to comply with § 47-1A-863.2 , and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court may, with or without further proceedings respecting subdivision 47-1A-861.1 (3), take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.

Source: SL 2005, ch 239, § 193.
S.D. Codified Laws § 47-16-59 — SD Code / Title 47 / Chapter 16 / Section 47-16-59
Discretionary payment to claimant after forfeiture
Status: in_force

Notwithstanding the forfeiture of any money or property as provided in §§ 47-16-54 to 47-16-58 , inclusive, the board of directors, in its discretion, at any time after such forfeiture, may authorize the payment of any such money, or delivery of any such property, to the person or persons who would have been entitled to receive the same in the absence of such forfeiture.

Source: SDC 1939, § 11.1132 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-27-35 — SD Code / Title 47 / Chapter 27 / Section 47-27-35
Revocation of certificate of authority--Grounds for revocation
Status: in_force

The certificate of authority of a foreign corporation to do or engage in any business in this state may be revoked by the secretary of state upon the conditions prescribed in § 47-27-36 when:

(1) The corporation has failed to file its annual report within the time required or has failed to pay any fees or penalties prescribed by this chapter or chapter 47-28 when they have become due and payable; or

(2) The corporation has failed to appoint and maintain a registered agent in this state; or

(3) The corporation has failed, after change of its registered agent, to file in the Office of the Secretary of State a statement of such change; or

(4) The corporation has failed to file in the Office of the Secretary of State any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or

(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such corporation pursuant to chapters 47-22 to 47-28 , inclusive.

Source: SL 1965, ch 24, § 80; SL 2008, ch 275, § 71.
S.D. Codified Laws § 47-1A-1602.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1602.1
Shareholder right to inspect and copy specified records--Prerequisites in §47-1A-1602.2
Status: in_force

A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of § 47-1A-1602.2 and gives the corporation written notice of that demand at least five business days before the date on which the shareholder wishes to inspect and copy:

(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under § 47-1A-1602 ;

(2) Accounting records of the corporation; and

(3) The record of shareholders.

Source: SL 2005, ch 239, § 374.
S.D. Codified Laws § 47-29-25 — SD Code / Title 47 / Chapter 29 / Section 47-29-25
Cemetery property as exempt from taxation and local assessments--Appropriation for state highway purposes of unused lands
Status: in_force

All the property of every cemetery corporation and the lots sold by it to individual proprietors shall be exempt from taxation, assessment, lien, attachment, and from levy and sale upon execution and all such real property shall be exempt from appropriation for streets, roads, or any other public uses or purposes, except that the State Department of Transportation may appropriate real property necessary for highway construction from real property owned by cemetery corporations no portion of which has at the time of the commencement of the condemnation action been used for burial purposes.

Source: SDC 1939, § 11.1911; SL 1963, ch 32, § 1; SL 1964, ch 19, § 1.
S.D. Codified Laws § 47-23-29 — SD Code / Title 47 / Chapter 23 / Section 47-23-29
Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities
Status: in_force

Any volunteer, including any volunteer who is a licensed health care professional under Title 36, providing services on behalf of a nonprofit organization, a nonprofit corporation, a free clinic, any hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 , or a governmental entity are immune from civil liability in any action brought in any court in this state on the basis of any act or omission resulting in damage or injury if:

(1) The individual was acting in good faith and within the scope of such individual's official functions and duties for the nonprofit organization, the nonprofit corporation, the free clinic, a hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 , or a governmental entity; and

(2) The damage or injury was not caused by gross negligence or willful and wanton misconduct by such individual.

Source: SL 1987, ch 344, § 2; SL 1993, ch 340, § 2; SL 2013, ch 231, § 1.
S.D. Codified Laws § 47-1A-1406.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1406.2
Claim exclusions
Status: in_force

For purposes of §§ 47-1A-1406 and 47-1A-1406.1 , the term, claim, does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Source: SL 2005, ch 239, § 320.
S.D. Codified Laws § 47-25-14 — SD Code / Title 47 / Chapter 25 / Section 47-25-14
Cessation of previous corporate existence
Status: in_force

When a merger or consolidation has been effected pursuant to this chapter, the separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

Source: SL 1965, ch 24, § 44 (2).
S.D. Codified Laws § 47-23-2 — SD Code / Title 47 / Chapter 23 / Section 47-23-2
Exoneration from personal liability
Status: in_force

The directors, officers, employees, and members of the corporation shall not, as such, be liable on its obligations.

Source: SDC 1939, § 11.1406; SL 1965, ch 24, § 12.
S.D. Codified Laws § 47-21-6 — SD Code / Title 47 / Chapter 21 / Section 47-21-6
Incorporators--Requisites and qualifications
Status: in_force

Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.

Source: SL 1947, ch 33, § 6; SDC Supp 1960, § 11.2206.
S.D. Codified Laws § 47-16-24 — SD Code / Title 47 / Chapter 16 / Section 47-16-24
Consideration for stock
Status: in_force

The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the stockholder to it. If the remaining assets would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, no stock shall be acquired, recalled, exchanged, or redeemed for a consideration other than stock or certificates of equity interest of equal or subordinate rank.

Source: SDC 1939, § 11.1118 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-103 — SD Code / Title 47 / Chapter 31B / Section 47-31B-103
References to federal statutes
Status: in_force

Securities Act of 1933 (15 U.S.C. § 77a et seq.), Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), Public Utility Holding Company Act of 1935 (15 U.S.C. § 79 et seq.), Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.), Investment Advisers Act of 1940 (15 U.S.C. § 80b-1 et seq.), Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.), National Housing Act (12 U.S.C. § 1701 et seq.), Commodity Exchange Act (7 U.S.C. § 1 et seq.), Internal Revenue Code (26 U.S.C. § 1 et seq. ), Securities Investor Protection Act of 1970 (15 U.S.C. § 78aaa et seq.), Securities Litigation Uniform Standards Act of 1998 (112 Stat. 3227), Small Business Investment Act of 1958 (15 U.S.C. § 661 et seq.), and Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect July 1, 2004, or as later amended.

Source: SL 2004, ch 278, § 3.
S.D. Codified Laws § 47-15-15 — SD Code / Title 47 / Chapter 15 / Section 47-15-15
Adoption of restated articles
Status: in_force

A cooperative may, by action taken in the manner required for an amendment, adopt restated articles which shall state that they supersede existing articles and amendments. Restated articles shall meet all requirements of original articles.

Source: SDC 1939, § 11.1137 as enacted by SL 1965, ch 23, § 1; SL 1977, ch 381, § 9.
S.D. Codified Laws § 47-25-10 — SD Code / Title 47 / Chapter 25 / Section 47-25-10
Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state
Status: in_force

Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its board of directors, by its president or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court - appointed fiduciary, by that fiduciary and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation:

(a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two - thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;

(3) If any merging or consolidating corporation has no members or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

The original and the copy of the articles of merger or articles of consolidation shall be acknowledged and delivered to the secretary of state.

Source: SL 1965, ch 24, § 43; SL 1989, ch 393, § 27.
S.D. Codified Laws § 47-22-65.8 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.8
Definition of other terms
Status: in_force

For purposes of §§ 47-22-65.1 to 47-22-65.8 , inclusive, references to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" include any service as a director, officer, employee, or agent of the corporation which impose duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries. Any person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in §§ 47-22-65.1 to 47-22-65.8 , inclusive.

Source: SL 1986, ch 388, § 9.
S.D. Codified Laws § 47-20-14 — SD Code / Title 47 / Chapter 20 / Section 47-20-14
Fees collectible from foreign corporations
Status: in_force

The secretary of state shall charge and collect the fees provided by §§ 47-1A-122 and 47-1A-122.1 for filing instruments and issuing certificates relating to foreign corporations.

Source: SDC 1939, § 11.1152 as enacted by SL 1965, ch 23, § 1; SL 1966, ch 16, § 4; SL 1967, ch 12; SL 2005, ch 202, § 6.
S.D. Codified Laws § 47-16-30 — SD Code / Title 47 / Chapter 16 / Section 47-16-30
Liability of subscribers
Status: in_force

Except for debts lawfully contracted between the member and the cooperative, no member or patron is liable for the debts of the cooperative to an amount exceeding the sum remaining unpaid on his subscription for shares of the cooperative, and the sum unpaid on such members membership fees, if such fee is required by the cooperative.

Source: SDC 1939, § 11.1120 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-611 — SD Code / Title 47 / Chapter 31B / Section 47-31B-611
Service of process
Status: in_force

(a) Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the director the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.

(b) Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the director as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.

(c) Procedure for service of process. Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the director, but it is not effective unless:

(1) The plaintiff, which may be the director, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and

(2) The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the director in a proceeding before the director, allows.

(d) Service in administrative proceedings or civil actions by director. Service pursuant to subsection (c) may be used in a proceeding before the director or by the director in a civil action in which the director is the moving party.

(e) Opportunity to defend. If process is served under subsection (c), the court, or the director in a proceeding before the director, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

Source: SL 2004, ch 278, § 49.
S.D. Codified Laws § 47-1A-640.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640.1
Distribution to shareholders prohibited if certain financial conditions result
Status: in_force

No distribution may be made if, after giving it effect:

(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

The board of directors may base a determination that a distribution is not prohibited under this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.

Source: SL 2005, ch 239, § 81.
S.D. Codified Laws § 47-11E-1.1 — SD Code / Title 47 / Chapter 11E / Section 47-11E-1.1
Definition of terms
Status: in_force

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

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

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

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

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

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

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

Source: SL 2000, ch 222, § 3.
S.D. Codified Laws § 47-1A-1102.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102.1
Foreign business corporation or foreign eligible entities allowed to parties to merger
Status: in_force

A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity.

Source: SL 2005, ch 239, § 250.
S.D. Codified Laws § 47-19-4 — SD Code / Title 47 / Chapter 19 / Section 47-19-4
Filing false document as felony
Status: in_force

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

Source: SL 1983, ch 15, § 42.
S.D. Codified Laws § 47-21-69 — SD Code / Title 47 / Chapter 21 / Section 47-21-69
Powers of cooperative--Extraterritorial powers
Status: in_force

A cooperative shall have power to conduct its business and exercise its powers within or without this state.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (11).
S.D. Codified Laws § 47-15-5 — SD Code / Title 47 / Chapter 15 / Section 47-15-5
Particular provisions in articles or bylaws
Status: in_force

It is not necessary to set forth in the articles of incorporation any of the powers granted by chapters 47-15 to 47-20 , inclusive. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control. The bylaws of a cooperative may contain any provisions for the regulation and maintenance of the affairs of the cooperative not inconsistent with law or the articles of incorporation.

Source: SDC 1939, § 11.1106 as enacted by SL 1965, ch 23, § 1; SL 2000, ch 220, § 3.
S.D. Codified Laws § 47-26-36 — SD Code / Title 47 / Chapter 26 / Section 47-26-36
Decree of involuntary dissolution--Cessation of corporate existence
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.

Source: SL 1965, ch 24, § 61.
S.D. Codified Laws § 47-17-11 — SD Code / Title 47 / Chapter 17 / Section 47-17-11
Specification of purpose of meeting
Status: in_force

Unless the bylaws of a cooperative provide otherwise, the purposes of any meeting of the board of directors need not be specified in the notice or waiver of notice of such meeting.

Source: SDC 1939, § 11.1124 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-26-30 — SD Code / Title 47 / Chapter 26 / Section 47-26-30
Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets
Status: in_force

The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

(1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation, pursuant to a plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.

Source: SL 1965, ch 24, § 57.
S.D. Codified Laws § 47-22-35 — SD Code / Title 47 / Chapter 22 / Section 47-22-35
Emergency bylaws--Conditions creating emergency
Status: in_force

The board of directors of any corporation may adopt emergency bylaws, which shall, notwithstanding any different provision elsewhere in chapters 47-22 to 47-28 , inclusive, or in the articles of incorporation or bylaws, be operative during any emergency in the conduct of the affairs of the corporation resulting from any national security, national health, or other declared emergency requiring such action.

Source: SL 1965, ch 24, § 14; SL 2021, ch 195, § 1, eff. Mar. 3, 2021.
S.D. Codified Laws § 47-33-7 — SD Code / Title 47 / Chapter 33 / Section 47-33-7
Conflicting provisions of law
Status: in_force

(1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsistent with, in conflict with or contrary to this chapter, that provision does not apply to the extent that it is inconsistent with, in conflict with or contrary to this chapter and the provisions of this chapter shall prevail over that other provision.

(2) Notwithstanding subdivision (1), any provision of this chapter which is inconsistent with, in conflict with or contrary to § 49-33-14.2 or 49-33-31 shall not apply to a domestic public corporation organized under chapter 49-33 .

Source: SL 1990, ch 369, § 107.
S.D. Codified Laws § 47-1A-121 — SD Code / Title 47 / Chapter 1A / Section 47-1A-121
Forms
Status: in_force

The Office of the Secretary of State may prescribe and furnish, on request, forms for:

(1) An application for a certificate of existence;

(2) A foreign corporation's application for a certificate of authority to transact business in this state;

(3) A foreign corporation's application for a certificate of withdrawal; and

(4) The annual report.

The Office of the Secretary of State may require the use of the forms described in subdivisions (1) to (4), inclusive. The Office of the Secretary of State may prescribe and furnish, on request, forms for other documents required or permitted to be filed by this chapter but the use of such forms is not mandatory.

Source: SL 2005, ch 239, § 6.
S.D. Codified Laws § 47-13B-6 — SD Code / Title 47 / Chapter 13B / Section 47-13B-6
Disposition of shares held by person no longer qualified
Status: in_force

Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all his shares forthwith, either to the corporation or to any person having the qualifications prescribed in § 47-13B-5 .

Source: SL 1971, ch 260, § 1 (5).
S.D. Codified Laws § 47-11A-12.3 — SD Code / Title 47 / Chapter 11A / Section 47-11A-12.3
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

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

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-22-11 — SD Code / Title 47 / Chapter 22 / Section 47-22-11
Transfer of reserved right--Notification to secretary of state
Status: in_force

The right to the exclusive use of a specified corporate name reserved pursuant to § 47-22-9 may be transferred to any other person or corporation by filing in the Office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

Source: SL 1965, ch 24, § 8.
S.D. Codified Laws § 47-14B-5 — SD Code / Title 47 / Chapter 14B / Section 47-14B-5
Name of foreign business trust
Status: in_force

A foreign business trust may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) that could be registered by a domestic business trust. However, a foreign business trust may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic or foreign corporation, business trust, limited liability company, or limited partnership reserved, registered, or organized under the laws of the state with the written consent of the other corporation, business trust, limited liability company, or limited partnership, which written consent shall be filed with the secretary of state.

Source: SL 2001, ch 245, § 101.
S.D. Codified Laws § 47-21-44 — SD Code / Title 47 / Chapter 21 / Section 47-21-44
Encumbering cooperative property in favor of governmental agency permitted
Status: in_force

The board of directors of a cooperative shall have full power to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the cooperative whether acquired or to be acquired, and wherever situated, as well as the revenues therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to United States of America or any agency or instrumentality thereof or any other lender.

Source: SL 1947, ch 33, § 24; SDC Supp 1960, § 11.2224 (1); SL 1971, ch 259, § 1.
S.D. Codified Laws § 47-1A-1106 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1106
Articles of merger or share exchange
Status: in_force

After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:

(1) The names of the parties to the merger or share exchange;

(2) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;

(3) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation;

(4) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and

(5) As to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.

Articles of merger or share exchange shall be delivered to the Office of the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange, and take effect at the effective time provided in §§ 47-1A-123 and 47-1A-123.1 . Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.

Source: SL 2005, ch 239, § 265.
S.D. Codified Laws § 47-28-17 — SD Code / Title 47 / Chapter 28 / Section 47-28-17
Forms prescribed by secretary of state--Use not mandatory
Status: in_force

All reports required by chapters 47-22 to 47-28 , inclusive, to be filed in the Office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the Office of the Secretary of State shall be furnished by the secretary of state on request therefor, but the use thereof, unless otherwise specifically prescribed in said chapters, shall not be mandatory.

Source: SL 1965, ch 24, § 94.
S.D. Codified Laws § 47-1A-1302.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1302.1
Limitations on availability of appraisal rights
Status: in_force

Notwithstanding § 47-1A-1302 , the availability of appraisal rights under subdivisions 47-1A-1302(1), (2), (3), (4), (6), and (8) are limited in accordance with the following provisions:

(1) Appraisal rights are not available for the holders of shares of any class or series of shares which is:

(a) Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

(b) Not listed or designated as provided in subsection (a), but has at least two thousand shareholders and the outstanding shares of such class or series has a market value of at least twenty million dollars, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than ten percent of such shares;

(2) The applicability of subdivision (1) shall be determined as of:

(a) The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or

(b) The day before the effective date of such corporate action if there is no meeting of shareholders;

(3) The provisions of subdivision (1) are not applicable and appraisal rights are available pursuant to § 47-1A-1302 for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) at the time the corporate action becomes effective;

(4) The provisions of subdivision (1) are not applicable and appraisal rights are available pursuant to § 47-1A-1302 for the holders of any class or series of shares in which:

(a) Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

(i) Is, or at any time in the one-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of twenty percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within one year prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or

(ii) Directly or indirectly has, or at any time in the one-year period immediately preceding approval by the board of directors of the corporation of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of twenty-five percent or more of the directors to the board of directors of the corporation; or

(b) Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the one-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

(i) Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action; or

(ii) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in §§ 47-1A-862 to 47-1A-862.3 , inclusive; or

(iii) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate;

(5) For the purposes of subdivision (4), the term, beneficial owner, means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares. However, a member of a national securities exchange may not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

Source: SL 2005, ch 239, § 282.
S.D. Codified Laws § 47-21-72.1 — SD Code / Title 47 / Chapter 21 / Section 47-21-72.1
Directors not liable for distribution in good faith reliance on financial statements or accountants' reports
Status: in_force

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

Source: SL 1978, ch 338, § 1.
S.D. Codified Laws § 47-11A-7 — SD Code / Title 47 / Chapter 11A / Section 47-11A-7
Qualifications of president, directors, and officers
Status: in_force

The president of a corporation formed under § 47-11A-1 shall be a shareholder and a director, and to the extent possible all other directors and officers shall be persons having the qualifications prescribed in § 47-11A-5 . Lay directors and officers shall not exercise any authority whatsoever over professional matters.

Source: SL 1970, ch 258, § 1 (6).
S.D. Codified Laws § 47-10-21 — SD Code / Title 47 / Chapter 10 / Section 47-10-21
Nonstockholder members--Right to share in surplus
Status: in_force

Nonstockholder members of a business development credit corporation shall not share in any surplus of the corporation in excess of the obligations due such nonstockholder members.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (e).
S.D. Codified Laws § 47-1A-732 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732
Shareholder agreements--Effectiveness
Status: in_force

An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:

(1) Eliminates the board of directors or restricts the discretion or powers of the board of directors;

(2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in §§ 47-1A-640 to 47-1A-640.5 , inclusive;

(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;

(6) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

(7) Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or

(8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them, and is not contrary to public policy.

Source: SL 2005, ch 239, § 116.
S.D. Codified Laws § 47-16-28 — SD Code / Title 47 / Chapter 16 / Section 47-16-28
Statements required on stock certificates
Status: in_force

Each certificate for stock of a cooperative shall bear the manual or facsimile signature of a principal officer and shall state:

(1) The name of the cooperative, the number, par value, and class of the shares represented by the certificate, and whether or not it is membership stock.

(2) Any restrictions on the issuance or transfer of such stock, including those provided by law and the articles.

(3) If more than one class of stock is authorized, the designation of the several classes, and their respective preferences, limitations, and relative right. In lieu of the full statement, this information may be given in summary form, or the certificate may state that the cooperative will, upon request, furnish the information required by this subdivision.

Source: SDC 1939, § 11.1119 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1434.6 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.6
Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims
Status: in_force

The purchase ordered pursuant to § 47-1A-1434.4 shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to §§ 47-1A-1402 to 47-1A-1403.1 , inclusive, which articles must then be adopted and filed within fifty days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with the provisions of §§ 47-1A-1405 to 47-1A-1407.2 , inclusive, and the order entered pursuant to § 47-1A-1434.4 is no longer of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of § 47-1A-1434.4 and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

Source: SL 2005, ch 239, § 344.
S.D. Codified Laws § 47-16-27 — SD Code / Title 47 / Chapter 16 / Section 47-16-27
Stock certificates--Conditions to issuance
Status: in_force

No stock certificate may be issued by a cooperative except upon payment of the par value of the stock it represents. No cooperative shall issue stock or bonds except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void. If payment for stock is not in money, the value of the consideration shall be determined by the board of directors and such determination, if made in good faith, shall be conclusive.

Source: SDC 1939, § 11.1119 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-82 — SD Code / Title 47 / Chapter 21 / Section 47-21-82
Cooperatives able to use property and funds to promote economic development and may lend money--Restrictions on loans
Status: in_force

Unless otherwise provided in its articles, a cooperative may use its property and funds to promote and encourage economic development and may lend money for any purpose the board of directors determines to be in the best interest of the cooperative.

However, such loans may only be made from funds received by way of loan or grant from the Rural Electrification Administration of the United States Department of Agriculture, or out of cash and securities representing equity or accumulated margins belonging to the cooperative or funds received from any other source, provided that no loan may be made out of funds derived from the pledging, assigning, or encumbering of revenues to be earned from the future sale of electricity.

Source: SL 1991, ch 378, § 1.
S.D. Codified Laws § 47-18-14 — SD Code / Title 47 / Chapter 18 / Section 47-18-14
Filing and recording certificate of dissolution
Status: in_force

The certificate of dissolution required by § 47-18-13 shall be filed and recorded as provided in § 47-15-9 and thereupon the existence of the cooperative ceases.

Source: SDC 1939, § 11.1143 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-15-30 — SD Code / Title 47 / Chapter 15 / Section 47-15-30
Powers of cooperatives--Contracts--Encumbrances
Status: in_force

Unless otherwise provided by its articles, a cooperative may

(1) Make contracts, incur liabilities, and borrow money;

(2) Issue certificates representing indebtedness, or representing equity interests in its assets;

(3) Acquire property;

(4) Dispose of, mortgage, pledge, lease, or otherwise use in any manner any of its property, or any interest therein, wherever situated.

Source: SDC 1939, § 11.1103 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-33-11 — SD Code / Title 47 / Chapter 33 / Section 47-33-11
Notice of special shareholders meeting
Status: in_force

The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy of any amendment to the information statement previously delivered to the domestic public corporation, and a statement disclosing that the board of the domestic public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of, or is taking no position or making no recommendation with respect to according voting rights to the shares referred to in § 47-33-8 acquired or to be acquired in the control share acquisition. Any amendments to the information statement received after mailing the notice of and prior to the meeting shall be mailed promptly to the shareholders by the domestic public corporation.

Source: SL 1990, ch 369, § 204.
S.D. Codified Laws § 47-26-1 — SD Code / Title 47 / Chapter 26 / Section 47-26-1
Procedure for dissolution
Status: in_force

A corporation may dissolve and wind up its affairs in the manner provided by §§ 47-26-2 to 47-26-4 , inclusive.

Source: SL 1965, ch 24, § 47.
S.D. Codified Laws § 47-24-17 — SD Code / Title 47 / Chapter 24 / Section 47-24-17
Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state
Status: in_force

At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:

(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;

(2) Terms and conditions of the sale, transfer, conversion, or merger;

(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and

(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.

The information shall be submitted on forms provided by the secretary of state.

Source: SL 1997, ch 260, § 1; SL 2016, ch 221, § 13.
S.D. Codified Laws § 47-10-23 — SD Code / Title 47 / Chapter 10 / Section 47-10-23
Legal investments
Status: in_force

Notwithstanding any other statute, the notes or other interest - bearing obligations of any corporation organized under this chapter, issued in accordance with this law and the articles of incorporation and bylaws of the corporation shall be legal investments for the banks, savings and loan associations, trust companies, and insurance companies who become members of the corporation.

Source: SL 1957, ch 314, § 9; SDC Supp 1960, § 55.6009.
S.D. Codified Laws § 47-18-16.3 — SD Code / Title 47 / Chapter 18 / Section 47-18-16.3
Administrative dissolution of cooperative
Status: in_force

The secretary of state may commence a proceeding under § 47-18-16.4 to administratively dissolve a cooperative if:

(1) The cooperative does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-15 to 47-20 , inclusive, or other law;

(2) The cooperative does not deliver its annual report to the secretary of state within sixty days after it is due;

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

(4) The cooperative does not notify the secretary of state within sixty days that its registered agent has been changed or that its registered agent has resigned; or

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

Source: SL 1989, ch 390, § 7; SL 2008, ch 275, § 58.
S.D. Codified Laws § 47-22-77 — SD Code / Title 47 / Chapter 22 / Section 47-22-77
Severability and saving clause
Status: in_force

If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of chapters 47-22 to 47-28 , inclusive, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of said chapters, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of said chapters so adjudged to be invalid or unconstitutional.

Source: SL 1965, ch 24, § 102.
S.D. Codified Laws § 47-11A-4 — SD Code / Title 47 / Chapter 11A / Section 47-11A-4
Words or abbreviations required in corporate name--Ethical standards
Status: in_force

The name of a corporation formed under § 47-11A-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 § 47-11A-1 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, the name of the corporation or limited liability company shall always meet the ethical standards established for the names of chiropractic firms by the canons of professional ethics of the South Dakota Chiropractors Association as if all the stockholders of the corporation or members of the limited liability company were partners.

Source: SL 1970, ch 258, § 1 (1); SL 1993, ch 344, § 39F; SL 2020, ch 197, § 2.
S.D. Codified Laws § 47-31B-202 — SD Code / Title 47 / Chapter 31B / Section 47-31B-202
Exempt transactions
Status: in_force

The following transactions are exempt from the requirements of §§ 47-31B-301 through 47-31B-306 and 47-31B-504 :

(1) An isolated nonissuer transaction, whether effected by or through a broker - dealer or not;

(2) A nonissuer transaction by or through a broker - dealer registered, or exempt from registration under this chapter, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety days, if, at the date of the transaction:

(A) The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(B) The security is sold at a price reasonably related to its current market price;

(C) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker - dealer as an underwriter of the security or a redistribution;

(D) A nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this chapter or a record filed with the Securities and Exchange Commission that is publicly available contains:

(i) A description of the business and operations of the issuer;

(ii) The names of the issuer's executive officers and the names of the issuer's directors, if any;

(iii) An audited balance sheet of the issuer as of a date within eighteen months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(iv) An audited income statement for each of the issuer's two immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and

(E) Any one of the following requirements is met:

(i) The issuer of the security has a class of equity securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System;

(ii) The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940;

(iii) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three years; or

(iv) The issuer of the security has total assets of at least two million dollars based on an audited balance sheet as of a date within eighteen months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization;

(3) A nonissuer transaction by or through a broker - dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System;

(4) A nonissuer transaction by or through a broker - dealer registered or exempt from registration under this chapter in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d));

(5) A nonissuer transaction by or through a broker - dealer registered or exempt from registration under this chapter in a security that:

(A) Is rated at the time of the transaction by a nationally recognized statistical rating organization in one of its four highest rating categories; or

(B) Has a fixed maturity or a fixed interest or dividend, if:

(i) A default has not occurred during the current fiscal year or within the three previous fiscal years or during the existence of the issuer and any predecessor if less than three fiscal years, in the payment of principal, interest, or dividends on the security; and

(ii) The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(6) A nonissuer transaction by or through a broker - dealer registered or exempt from registration under this chapter effecting an unsolicited order or offer to purchase;

(7) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this chapter;

(8) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars acting in the exercise of discretionary authority in a signed record for the account of others;

(9) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the director after a hearing;

(10) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;

(11) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:

(A) The note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;

(B) A general solicitation or general advertisement of the transaction is not made; and

(C) A commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this chapter as a broker - dealer or as an agent;

(12) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;

(13) A sale or offer to sell to:

(A) An institutional investor;

(B) A federal covered investment adviser; or

(C) Any other person exempted by rule adopted or order issued under this chapter;

(14) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:

(A) Not more than twenty - five purchasers are present in this state during any twelve consecutive months, other than those designated in paragraph (13);

(B) A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;

(C) A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker - dealer registered under this chapter or an agent registered under this chapter for soliciting a prospective purchaser in this state; and

(D) The issuer reasonably believes that all the purchasers in this state, other than those designated in paragraph (13), are purchasing for investment;

(15) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state;

(16) An offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if:

(A) A registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with Rule 165 adopted under the Securities Act of 1933 (17 C.F.R. 230.165); and

(B) A stop order of which the offeror is aware has not been issued against the offeror by the director or the Securities and Exchange Commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending;

(17) An offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933 if:

(A) A registration statement has been filed under this chapter, but is not effective;

(B) A solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the director under this chapter; and

(C) A stop order of which the offeror is aware has not been issued by the director under this chapter and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending;

(18) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties;

(19) A rescission offer, sale, or purchase under § 47-31B-510 ;

(20) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this chapter;

(21) Employees' stock purchase, savings, option, profit - sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority - owned subsidiaries, or the majority - owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:

(A) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisors;

(B) Family members who acquire such securities from those persons through gifts or domestic relations orders;

(C) Former employees, directors, general partners, trustees, officers, consultants, and advisors if those individuals were employed by or providing services to the issuer when the securities were offered; and

(D) Insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent of their annual income from those organizations;

(22) A transaction involving:

(A) A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock;

(B) An act incident to a judicially approved reorganization in which a security issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or

(C) The solicitation of tenders of securities by an offeror in a tender offer in compliance with Rule 162 adopted under the Securities Act of 1933 (17 C.F.R. 230.162); or

(23) A nonissuer transaction in an outstanding security by or through a broker - dealer registered or exempt from registration under this chapter, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under this chapter; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under this chapter, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with chapter 1-26 , the director, by rule adopted or order issued under this chapter, may revoke the designation of a securities exchange under this paragraph, if the director finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

Source: SL 2004, ch 278, § 7.
S.D. Codified Laws § 47-15-17 — SD Code / Title 47 / Chapter 15 / Section 47-15-17
Bylaws--Majority vote
Status: in_force

Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the members present at a meeting, provided that the members voting must be sufficient in number to constitute a quorum as provided in chapter 47-16 or by bylaws.

Source: SDC 1939, § 11.1109 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-8 — SD Code / Title 47 / Chapter 16 / Section 47-16-8
Action without meeting
Status: in_force

Action without a membership meeting may be taken by a cooperative pursuant to § 47-16-9 .

Source: SDC 1939, § 11.1115 (6) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1520 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1520
Withdrawal of foreign corporation
Status: in_force

A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Office of the Secretary of State. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:

(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(3) That it revokes the authority of its registered agent to accept service on its behalf; and

(4) The address of the corporation's principal office.

After the withdrawal of the corporation is effective, service of process is perfected pursuant to § 47-1A-1510.

Source: SL 2005, ch 239, § 363.
S.D. Codified Laws § 47-25A-18 — SD Code / Title 47 / Chapter 25A / Section 47-25A-18
Abandonment of entity conversion
Status: in_force

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

(b) If an entity conversion is abandoned after articles of entity conversion are filed with the Office of the Secretary of State but before the entity conversion becomes effective, a statement that the entity 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 entity conversion. Upon filing, the statement takes effect and the entity conversion is abandoned and does not become effective.

Source: SL 2016, ch 221, § 33.
S.D. Codified Laws § 47-1A-831.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-831.2
Limitations on the effect of §§47-1A-831and47-1A-831.1
Status: in_force

Nothing contained in §§ 47-1A-831 and 47-1A-831.1 :

(1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under subdivision 47-1A-861.1 (3), alters the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alters the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under §§ 47-1A-833 and 47-1A-833.1 , or a transactional interest under §§ 47-1A-861 and 47-1A-861.1 ; or

(3) Affects any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States.

Source: SL 2005, ch 239, § 161.
S.D. Codified Laws § 47-1A-141.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141.5
Notice requirements governing particular circumstances
Status: in_force

If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with §§ 47-1A-141 to 47-1A-141.4 , inclusive, or other provisions of this chapter, those requirements govern.

Source: SL 2005, ch 239, § 25.
S.D. Codified Laws § 47-24-26 — SD Code / Title 47 / Chapter 24 / Section 47-24-26
Personal affiliation information--Fraud investigation
Status: in_force

The provisions of § 47-24-22 do not apply to any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state. Any information obtained shall be confidential, and its disclosure is restricted as provided by law.

Source: SL 2021, ch 197, § 6.
S.D. Codified Laws § 47-11A-17 — SD Code / Title 47 / Chapter 11A / Section 47-11A-17
Standards of professional conduct binding on corporation
Status: in_force

The corporation shall do nothing which if done by a chiropractor employed by it would violate the standards of professional conduct established for such chiropractor pursuant to law. The corporation shall at all times comply with the standards of professional conduct established by the South Dakota Chiropractors Association and the provisions of this chapter.

Source: SL 1970, ch 258, § 2.
S.D. Codified Laws § 47-22-53 — SD Code / Title 47 / Chapter 22 / Section 47-22-53
Powers of corporation--Capacity to sue and be sued
Status: in_force

Each corporation shall have power to sue and be sued, complain and defend, in its corporate name.

Source: SL 1965, ch 24, § 5 (2).
S.D. Codified Laws § 47-9A-11 — SD Code / Title 47 / Chapter 9A / Section 47-9A-11
Livestock feeding 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 feeding livestock.

Source: SL 1974, ch 294, § 4 (10); SL 2004, ch 277, § 9.
S.D. Codified Laws § 47-14A-45 — SD Code / Title 47 / Chapter 14A / Section 47-14A-45
Restated certificate of trust integrating all amendments--Contents
Status: in_force

A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to § 47-14A-44 , and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth:

(1) The present name of the business trust, and if it has been changed, the name under which the business trust was originally formed;

(2) The date of filing of the original certificate of trust with the secretary of state;

(3) The information required to be included pursuant to subsection (a) of this section; and

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

A certificate of trust may be restated at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a restated certificate of trust was false when made or that any matter described has changed making the restated certificate false in any material respect shall promptly file a certificate of amendment or a restated certificate of trust.

Source: SL 2001, ch 245, § 45.
S.D. Codified Laws § 47-11C-10 — SD Code / Title 47 / Chapter 11C / Section 47-11C-10
Posting of certificate
Status: in_force

The certificate of registration issued pursuant to § 47-11C-8 shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 1977, ch 384, § 10.
S.D. Codified Laws § 47-1A-1440 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1440
Deposit with state treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer shall pay that amount.

Source: SL 2005, ch 239, § 346.
S.D. Codified Laws § 47-17-4 — SD Code / Title 47 / Chapter 17 / Section 47-17-4
First directors as temporary board--Election of permanent directors--Territorial directors--Directors' terms of office--Alternates
Status: in_force

The directors of a cooperative constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, at or in conjunction with the annual member meeting, directors shall be elected by a majority of the members voting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified territorial districts, the articles may limit voting for any director to members from within the territorial district from which the director is to be elected. The bylaws may provide that directors may be elected at district director election meetings held for said purpose. Unless the bylaws provide otherwise, a director's term of office is one year. Each director holds office for the term for which elected and until the director's successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board.

Source: SDC 1939, § 11.1123 (3) as enacted by SL 1965, ch 23, § 1; SL 2000, ch 220, § 5; SL 2021, ch 194, § 6.
S.D. Codified Laws § 47-34A-913 — SD Code / Title 47 / Chapter 34A / Section 47-34A-913
Effect of domestication
Status: in_force

(a) When a domestication takes effect:

(1) The domesticated company is for all purposes the company that existed before the domestication;

(2) All property owned by the domesticating company remains vested in the domesticated company;

(3) All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;

(4) An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;

(5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;

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

(7) Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of §§ 47-34A-801 to 47-34A-812 , inclusive.

(b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for 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 and has the same consequences as set forth in this chapter.

(c) If a limited liability company has adopted and approved a plan of domestication under § 47-34A-910 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the secretary of state for filing setting forth:

(1) The name of the company;

(2) A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;

(3) A statement the domestication was approved as required by this chapter; and

(4) The jurisdiction of formation of the domesticated foreign limited liability company.

Source: SL 2013, ch 233, § 27.
S.D. Codified Laws § 47-11A-15 — SD Code / Title 47 / Chapter 11A / Section 47-11A-15
Corporate practice of chiropractic restricted--Application of canons of ethics
Status: in_force

Except as provided in this chapter, corporations shall not engage in the practice of chiropractic. Professional service corporations organized and operated in accordance with the provisions of this chapter shall not be deemed lay agencies within the meaning of the canons of professional ethics.

Source: SL 1970, ch 258, § 5.
S.D. Codified Laws § 47-14A-9 — SD Code / Title 47 / Chapter 14A / Section 47-14A-9
Power to sue and be sued--Liabilities--Property subject to attachment--Exception for separately designed series
Status: in_force

A business trust may sue and be sued, and service of process upon one of the trustees is sufficient. A business trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the business trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a business trust is subject to attachment and execution as if it were a corporation. Notwithstanding the foregoing provisions of this section, in the event that the governing instrument of a business trust, including a business trust which is a registered investment company under the Investment Company Act of 1940, as amended (15 U.S.C. § 80a-1 et seq.), creates one or more series as provided in subdivision 47-14A-25(2), and if separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the other assets of the business trust, or any other series thereof, and if the governing instrument so provides, and notice of the limitation on liabilities of a series as referenced in this sentence is set forth in the certificate of trust of the business trust, then the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the business trust generally or any other series thereof, and, unless otherwise provided in the governing instrument, none of the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to the business trust generally or any other series thereof shall be enforceable against the assets of such series.

Source: SL 2001, ch 245, § 9.
S.D. Codified Laws § 47-31B-104 — SD Code / Title 47 / Chapter 31B / Section 47-31B-104
References to federal agencies
Status: in_force

A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department.

Source: SL 2004, ch 278, § 4.
S.D. Codified Laws § 47-22-74 — SD Code / Title 47 / Chapter 22 / Section 47-22-74
Legislative power to prescribe additional regulations
Status: in_force

The Legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to the provisions of chapters 47-22 to 47-28 , inclusive, and the Legislature shall have power to amend, repeal, or modify said chapters at pleasure.

Source: SL 1965, ch 24, § 100.
S.D. Codified Laws § 47-22-62 — SD Code / Title 47 / Chapter 22 / Section 47-22-62
Powers of corporation--Officers and agents
Status: in_force

Each corporation shall have power to elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation.

Source: SL 1965, ch 24, § 5 (11).
S.D. Codified Laws § 47-14A-78 — SD Code / Title 47 / Chapter 14A / Section 47-14A-78
Absence of indemnity provision in governing instrument not conclusive
Status: in_force

The absence of a provision for indemnity in the governing instrument of a business trust may not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.

Source: SL 2001, ch 245, § 78.
S.D. Codified Laws § 47-25A-5 — SD Code / Title 47 / Chapter 25A / Section 47-25A-5
Articles of domestication
Status: in_force

(a) Articles of domestication must be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles of domestication must set forth:

(1) The name and jurisdiction of incorporation of the domesticating corporation;

(2) The name and jurisdiction of incorporation of the domesticated entity; and

(3) If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with the laws of this state, or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the laws of its jurisdiction of incorporation.

(b) If the domesticated corporation is a domestic nonprofit corporation, the articles of domestication shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in § 47-22-6 . The name of the domesticated corporation must satisfy the requirements of §§ 47-22-7 and 47-22-8.1 .

(c) The articles of domestication must be delivered to the Office of the Secretary of State for filing.

(d) If the domesticating corporation is a qualified foreign nonprofit corporation, its certificate of authority is cancelled automatically on the effective date of its domestication.

Source: SL 2016, ch 221, § 20.
S.D. Codified Laws § 47-21-20 — SD Code / Title 47 / Chapter 21 / Section 47-21-20
Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited
Status: in_force

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such case the bylaws shall prescribe the boundaries of the district, or the manner of establishing such boundaries, and the manner of changing such boundaries, and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail. The bylaws may provide that directors may be elected at district director election meetings held for said purpose.

Source: SL 1947, ch 33, § 13; SDC Supp 1960, § 11.2213; SL 2000, ch 220, § 6.
S.D. Codified Laws § 47-21-26 — SD Code / Title 47 / Chapter 21 / Section 47-21-26
Submission of consolidation proposition to members--Notice of meeting
Status: in_force

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

Source: SL 1947, ch 33, § 17; SDC Supp 1960, § 11.2217 (1).
S.D. Codified Laws § 47-11G-2 — SD Code / Title 47 / Chapter 11G / Section 47-11G-2
Professional service corporations and limited liability companies for physical, occupational, and speech-language pathologists
Status: in_force

One or more physical therapists licensed pursuant to chapter 36-10 , occupational therapists licensed pursuant to chapter 36-31 , speech-language pathologists licensed pursuant to chapter 36-37 , or any combination of such licensees, may form a corporation under the South Dakota Business Corporation Act. The articles of incorporation must contain provisions complying with the requirements of this chapter.

Source: SL 2022, ch 167, § 2.
S.D. Codified Laws § 47-21-53 — SD Code / Title 47 / Chapter 21 / Section 47-21-53
Annual members' meeting
Status: in_force

An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided by the bylaws.

Source: SL 1947, ch 33, § 10; SDC Supp 1960, § 11.2210 (1).
S.D. Codified Laws § 47-34A-208 — SD Code / Title 47 / Chapter 34A / Section 47-34A-208
Certificate of existence or authorization
Status: in_force

(a) Any person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company.

(b) A certificate of existence for a limited liability company must set forth:

(1) The company's name;

(2) That it is duly organized under the laws of this state, the date of organization, whether its duration is at - will or for a specified term, and, if the latter, the period specified;

(3) If payment is reflected in the records of the secretary of state and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this state have been paid;

(4) Whether its most recent annual report required by § 47-34A-211 has been filed with the secretary of state;

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

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

(c) A certificate of authorization for a foreign limited liability company must set forth:

(1) The company's name used in this state;

(2) That it is authorized to transact business in this state;

(3) If payment is reflected in the records of the secretary of state and if nonpayment affects the authorization of the company, that all fees, taxes, and penalties owed to this state have been paid;

(4) Whether its most recent annual report required by § 47-34A-211 has been filed with the secretary of state;

(5) That a certificate of cancellation has not been filed; and

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

(d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.

Source: SL 1998, ch 272, § 208.
S.D. Codified Laws § 47-1A-1602 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1602
Shareholder right to inspect and copy records specified in §47-1A-1601.1
Status: in_force

A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 47-1A-1601.1 if the shareholder gives the corporation written notice of that demand at least five business days before the date on which the shareholder wishes to inspect and copy.

Source: SL 2005, ch 239, § 373.
S.D. Codified Laws § 47-18-3 — SD Code / Title 47 / Chapter 18 / Section 47-18-3
Effect of merger or consolidation--Surviving cooperative
Status: in_force

After the effective date of a merger or consolidation, the cooperatives which are parties to the plan become a single cooperative. In the case of a merger, the surviving cooperative is that cooperative so designated in the plan. In the case of a consolidation, the new cooperative is the cooperative provided for in the plan. The separate existence of all cooperatives which are parties to the plan, except the surviving or new cooperative, then ceases.

Source: SDC 1939, § 11.1140 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-15-9 — SD Code / Title 47 / Chapter 15 / Section 47-15-9
Procedure for amending articles
Status: in_force

When any amendment to the articles is adopted, the president and secretary of the cooperative shall prepare and sign in duplicate, a certificate sealed with the seal of the cooperative, if it has a seal, stating:

(1) The name of the cooperative;

(2) The amendment and date of adoption;

(3) The number of members voting for and against the amendment;

(4) The number of members attending the meeting and a statement that such number constituted a quorum of members;

(5) That the notice of the meeting of members was given as required by law.

Source: SDC 1939, § 11.1136 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-744.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744.2
Factors not pertinent to determining independence of directors
Status: in_force

None of the following is, by itself, cause for a director to be considered not independent for purposes of §§ 47-1A-744 to 47-1A-744.5 , inclusive:

(1) The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded;

(2) The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or

(3) The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.

Source: SL 2005, ch 239, § 129.
S.D. Codified Laws § 47-1A-825.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-825.3
Absent or disqualified committee member--Appointment of alternate member
Status: in_force

The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.

Source: SL 2005, ch 239, § 156.
S.D. Codified Laws § 47-11B-22 — SD Code / Title 47 / Chapter 11B / Section 47-11B-22
Pension and insurance plans for employees--Restrictions on terms
Status: in_force

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

Source: SL 1972, ch 249, § 22; SL 2013, ch 173, § 7.
S.D. Codified Laws § 47-11C-4 — SD Code / Title 47 / Chapter 11C / Section 47-11C-4
Purchase at book value of shares of deceased or ineligible shareholder
Status: in_force

If the articles of incorporation or bylaws of a corporation subject to this chapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or shareholder no longer qualified to own shares in the corporation, then the price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular accounting method used by the corporation.

Source: SL 1977, ch 384, § 4.
S.D. Codified Laws § 47-1A-141.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141.4
Effective date of written notice--Exception
Status: in_force

Except as provided in § 47-1A-141.2 , written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) When received;

(2) Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed;

(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

Oral notice is effective when communicated, if communicated in a comprehensible manner.

Source: SL 2005, ch 239, § 24.
S.D. Codified Laws § 47-24-14 — SD Code / Title 47 / Chapter 24 / Section 47-24-14
Petition for reinstatement after dissolution of corporate existence--Execution and filing
Status: in_force

Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the information therein contained shall be given as of the date of the execution of such petition. Such petition shall be executed for the corporation by the chairman of the board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 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.

Source: SL 1978, ch 339, § 9; SL 1984, ch 301; SL 1989, ch 393, § 23; SL 1992, ch 324; SL 2012, ch 222, § 6.
S.D. Codified Laws § 47-1A-732.6 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.6
Incorporators or subscribers for shares to act as shareholders with respect to agreement
Status: in_force

Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by § 47-1A-732 if no shares have been issued when the agreement is made.

Source: SL 2005, ch 239, § 122.
S.D. Codified Laws § 47-1A-1202.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.1
Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions
Status: in_force

A disposition that requires approval of the shareholders under § 47-1A-1202 shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, 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 shall transmit to the shareholders the basis for that determination.

The board of directors may condition its submission of a disposition to the shareholders under this section on any basis.

Source: SL 2005, ch 239, § 274.
S.D. Codified Laws § 47-1A-830.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-830.1
Director reliance on performance or information supplied by specified persons
Status: in_force

In discharging board or committee duties, a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subdivision (1) or subdivision (3) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.

In discharging board or committee duties, a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the following persons specified in subdivisions (1) to (3), inclusive.

A director is entitled to rely, in accordance with this section, on:

(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence; or

(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

Source: SL 2005, ch 239, § 158.
S.D. Codified Laws § 47-16-18 — SD Code / Title 47 / Chapter 16 / Section 47-16-18
Other votes prohibited
Status: in_force

Except as permitted in §§ 47-16-13 to 47-16-17 , inclusive, no person other than a member may vote at any member meeting of a cooperative.

Source: SDC 1939, § 11.1114 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-820 — SD Code / Title 47 / Chapter 1A / Section 47-1A-820
Meetings
Status: in_force

The board of directors may hold regular or special meetings in or out of this state. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Source: SL 2005, ch 239, § 147.
S.D. Codified Laws § 47-1A-1303.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1303.1
Assertion of appraisal rights of beneficial shareholder
Status: in_force

A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subsection 47-1A-1322.1 (2)(b); and

(2) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

Source: SL 2005, ch 239, § 286.
S.D. Codified Laws § 47-31B-102 — SD Code / Title 47 / Chapter 31B / Section 47-31B-102
Definitions
Status: in_force

In this chapter, unless the context otherwise requires:

(1) "Director," the director of insurance;

(2) "Agent," an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. But a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this chapter;

(3) "Bank,":

(A) A banking institution organized under the laws of the United States;

(B) A member bank of the Federal Reserve System;

(C) Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to Section 1 of Public Law 87-722 (12 U.S.C. § 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this chapter; and

(D) A receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (A), (B), or (C);

(4) "Broker-dealer," a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:

(A) An agent;

(B) An issuer;

(C) A bank or savings institution if its activities as broker-dealer are limited to those specified in subsection 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 (15 U.S.C. § 78c(a)(4) and (5)), or a bank that satisfies the conditions specified in Section 3(a)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. § 78c(a)(4));

(D) An international banking institution; or

(E) A person excluded by rule adopted or order issued under this chapter;

(5) "Depository institution,":

(A) A bank; or

(B) A savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include:

(i) An insurance company or other organization primarily engaged in the business of insurance;

(ii) A Morris Plan bank; or

(iii) An industrial loan company;

(6) "Federal covered investment adviser," a person registered under the Investment Advisers Act of 1940;

(7) "Federal covered security," a security that is, or upon completion of a transaction will be, a covered security under Section 18(b) of the Securities Act of 1933 (15 U.S.C. § 77r(b)) or rules or regulations adopted pursuant to that provision;

(8) "Filing," the receipt under this chapter of a record by the director or a designee of the director;

(9) "Fraud," "deceit," and " defraud," are not limited to common law deceit;

(10) "Guaranteed," guaranteed as to payment of all principal and all interest;

(11) "Institutional investor," any of the following, whether acting for itself or for others in a fiduciary capacity:

(A) A depository institution or international banking institution;

(B) An insurance company;

(C) A separate account of an insurance company;

(D) An investment company as defined in the Investment Company Act of 1940;

(E) A broker-dealer registered under the Securities Exchange Act of 1934;

(F) An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company;

(G) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company;

(H) A trust, if it has total assets in excess of ten million dollars, its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;

(I) An organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. § 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars;

(J) A small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C. § 681(c)) with total assets in excess of ten million dollars;

(K) A private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-2(a)(22)) with total assets in excess of ten million dollars;

(L) A federal covered investment adviser acting for its own account;

(M) A qualified institutional buyer as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 C.F.R. 230.144A);

(N) A major United State institutional investor as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6);

(O) Any other person, other than an individual, of institutional character with total assets in excess of ten million dollars not organized for the specific purpose of evading this chapter; or

(P) Any other person specified by rule adopted or order issued under this chapter;

(12) "Insurance company," a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state;

(13) "Insured," insured as to payment of all principal and all interest;

(14) "International banking institution," an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933;

(15) "Investment adviser," a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:

(A) An investment adviser representative;

(B) A lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;

(C) A broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;

(D) A publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;

(E) A federal covered investment adviser;

(F) A bank or savings institution;

(G) Any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser; or

(H) Any other person excluded by rule adopted or order issued under this chapter;

(16) "Investment adviser representative," an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

(A) Performs only clerical or ministerial acts;

(B) Is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;

(C) Is employed by or associated with a federal covered investment adviser, unless the individual has a place of business in this state as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-3a) and is:

(i) An investment adviser representative as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-3a); or

(ii) Not a supervised person as that term is defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-2(a)(25)); or

(D) Is excluded by rule adopted or order issued under this chapter;

(17) "Issuer," a person that issues or proposes to issue a security, subject to the following:

(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued;

(B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate;

(C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale;

(18) "Nonissuer transaction" or "nonissuer distribution," a transaction or distribution not directly or indirectly for the benefit of the issuer;

(19) "Offer to purchase," an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78n(d));

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

(21) "Place of business," of a broker-dealer, an investment adviser, or a federal covered investment adviser means:

(A) An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or

(B) Any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients;

(22) "Predecessor act," chapter 47-31A ;

(23) "Price amendment," the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price;

(24) "Principal place of business," of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser;

(25) "Record," except in the phrases "of record," "official record," and "public record," information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(26) "Sale," includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and offer to sell includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both terms include:

(A) A security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;

(B) A gift of assessable stock involving an offer and sale; and

(C) A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security;

(27) "Securities and Exchange Commission," the United States Securities and Exchange Commission;

(28) "Security," a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a security; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:

(A) Includes both a certificated and an uncertificated security;

(B) Does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed sum of money either in a lump sum or periodically for life or other specified period;

(C) Does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974;

(D) Includes as an investment contract an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a common enterprise means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and

(E) Includes as an investment contract, among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement or similar agreement;

(29) "Self-regulatory organization," a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rule-making Board established under the Securities Exchange Act of 1934;

(30) "Sign," with present intent to authenticate or adopt a record:

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

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

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

Source: SL 2004, ch 278, § 2; SL 2018, ch 278, § 4.
S.D. Codified Laws § 47-25-3 — SD Code / Title 47 / Chapter 25 / Section 47-25-3
Consolidation of corporations--Plan of consolidation--Contents of plan
Status: in_force

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.

Each corporation shall adopt a plan of consolidation setting forth:

(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;

(2) The terms and conditions of the proposed consolidation;

(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under chapter 47-22 ;

(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

Source: SL 1965, ch 24, § 41.
S.D. Codified Laws § 47-14B-16 — SD Code / Title 47 / Chapter 14B / Section 47-14B-16
Application of §47-14A-51
Status: in_force

Section 47-14A-51 is also applicable to foreign business trusts as if they were domestic business trusts.

Source: SL 2001, ch 245, § 112.
S.D. Codified Laws § 47-33-5 — SD Code / Title 47 / Chapter 33 / Section 47-33-5
Creation of shares--Rights and options
Status: in_force

Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series. Such rights or options shall be evidenced in such manner as the board shall approve and shall set forth the terms upon which, the time within which, and the price at which such shares may be purchased from the corporation upon the exercise of any such right or option. The terms and conditions of such rights or options may include, without limitation, provisions which adjust the option price or number of shares issuable under such rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence involving the domestic public corporation, and restrictions or conditions that preclude or limit the entitlement, exercise or transfer of such rights or options by any person or persons who, after the date of the creation or issuance of such rights or options, acquires, obtains the right to acquire or offers to acquire, directly or indirectly, beneficial ownership of a specified number or percentage of the domestic public corporation's outstanding voting shares or other shares of the corporation, or that invalidate or void such rights or options held by any such person or persons. This section applies to rights or options created or issued before, on or after February 21, 1990.

Source: SL 1990, ch 369, § 105.
S.D. Codified Laws § 47-14B-2 — SD Code / Title 47 / Chapter 14B / Section 47-14B-2
Registration of foreign business trust
Status: in_force

Before doing business in the state, a foreign business trust shall register with the secretary of state. In order to register, a foreign business trust shall submit to the secretary of state:

(1) A copy executed by a trustee or other authorized person of an application for registration as a foreign business trust, setting forth:

(a) The name of the foreign business trust and, if different, the name under which it proposes to register and do business in the state;

(b) The state, territory, possession, or other jurisdiction or country where formed, the date of its formation and a statement from a trustee or other authorized person that, as of the date of filing, the foreign business trust validly exists as a business trust under the laws of the jurisdiction of its formation;

(c) The nature of the business or purposes to be conducted or promoted in the state;

(d) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by §§ 47-14B-5 to 47-14B-9 , inclusive;

(e) A statement that the secretary of state is appointed the agent of the trust for service of process under the circumstances set forth in § 47-14B-17 ; and

(f) The date on which the foreign business trust first did, or intends to do, business in the state.

(2) A fee as set forth in § 47-14B-22 shall be paid.

Source: SL 2001, ch 245, § 98.
S.D. Codified Laws § 47-31B-204 — SD Code / Title 47 / Chapter 31B / Section 47-31B-204
Denial, suspension, revocation, condition, or limitation of exemptions
Status: in_force

(a) Enforcement related powers. Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under § 47-31B-201(3)(C), (7), or (8) or 47-31B-202 or an exemption or waiver created under § 47-31B-203 with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in § 47-31B-306(d) or 47-31B-604 and only prospectively.

(b) Knowledge of order required. A person does not violate § 47-31B-301 , 47-31B-303 through 47-31B-306 , 47-31B-504 , or 47-31B-510 by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.

Source: SL 2004, ch 278, § 9.
S.D. Codified Laws § 47-25-15 — SD Code / Title 47 / Chapter 25 / Section 47-25-15
Rights and duties of surviving corporation
Status: in_force

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under chapter 47-22 .

Source: SL 1965, ch 24, § 44 (3).
S.D. Codified Laws § 47-11F-19 — SD Code / Title 47 / Chapter 11F / Section 47-11F-19
Insurance title unaffected
Status: in_force

The provisions of this chapter do not affect or preempt any requirements contained in Title 58.

Source: SL 2000, ch 219, § 19.
S.D. Codified Laws § 47-1A-141.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-141.2
Effective date of written notice by domestic or foreign corporation to shareholder
Status: in_force

Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders; or when electronically transmitted to the shareholder in a manner authorized by the shareholder.

Source: SL 2005, ch 239, § 22.
S.D. Codified Laws § 47-14A-24 — SD Code / Title 47 / Chapter 14A / Section 47-14A-24
Trustees to manage affairs of business trust--Persons entitled to direct trustees--Power to direct trustees does not cause person to be trustee nor to create duties or liabilities
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, the business and affairs of a business trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a business trust, any person (including a beneficial owner) shall be entitled to direct the trustees or other persons in the management of the business trust. Except to the extent otherwise provided in the governing instrument of a business trust, neither the power to give direction to a trustee or other persons nor the exercise thereof by any person (including a beneficial owner) may cause such person to be a trustee. To the extent provided in the governing instrument of a business trust, neither the power to give direction to a trustee or other persons nor the exercise thereof by any person (including a beneficial owner) may cause such person to have duties (including fiduciary duties) or liabilities relating thereto to the business trust or to a beneficial owner thereof.

Source: SL 2001, ch 245, § 24.
S.D. Codified Laws § 47-1A-721 — SD Code / Title 47 / Chapter 1A / Section 47-1A-721
Voting entitlement of shares
Status: in_force

Except as provided in §§ 47-1A-721.1 and 47-1A-721.2 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

Source: SL 2005, ch 239, § 96.
S.D. Codified Laws § 47-21-71 — SD Code / Title 47 / Chapter 21 / Section 47-21-71
Powers of cooperative--Other powers
Status: in_force

A cooperative shall have power to do and perform any other acts and things, and to have and exercise any other powers which may be necessary, to accomplish the purpose for which the cooperative is organized.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (13).
S.D. Codified Laws § 47-16-35 — SD Code / Title 47 / Chapter 16 / Section 47-16-35
Actions by stockholders or members--Allegations respecting ownership
Status: in_force

No action may be instituted or maintained in the right of any association by a member or stockholder unless he alleges in his complaint that he was a member or registered stockholder when any part of the transaction of which he complains took place, or that his stock thereafter devolved upon him by operation of law from a stockholder at such time.

Source: SDC 1939, § 11.1153 (1) (a) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-25A-10 — SD Code / Title 47 / Chapter 25A / Section 47-25A-10
Articles of for-profit conversion
Status: in_force

(a) Articles of for-profit conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative. The articles must set forth:

(1) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of the business corporation act, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the business corporation act;

(2) If the surviving corporation is a foreign business corporation, its name after the conversion and its jurisdiction of incorporation; and

(3) A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the articles of incorporation.

(b) If the surviving corporation is a domestic business corporation, the articles of for-profit conversion shall either contain all of the provisions that the business corporation act requires to be set forth in the articles of incorporation of a domestic business corporation and any other desired provisions permitted by the business corporation act, or shall have attached articles of incorporation that satisfy the requirements of the business corporation act. 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, except that the name and address of the initial registered agent of the business corporation must be included.

(c) The articles of for-profit conversion must be delivered to the Office of the Secretary of State for filing.

Source: SL 2016, ch 221, § 25.
S.D. Codified Laws § 47-1A-830 — SD Code / Title 47 / Chapter 1A / Section 47-1A-830
Standards of conduct for directors
Status: in_force

Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

Source: SL 2005, ch 239, § 157.
S.D. Codified Laws § 47-23-19 — SD Code / Title 47 / Chapter 23 / Section 47-23-19
Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office
Status: in_force

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.

A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

Source: SL 1965, ch 24, § 21.
S.D. Codified Laws § 47-24-6 — SD Code / Title 47 / Chapter 24 / Section 47-24-6
Report required of domestic corporation
Status: in_force

Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§ 59-11-24 to 59-11-26 , inclusive.

Source: SL 1978, ch 339, § 1; SL 1989, ch 393, § 14; SL 2004, ch 280, § 9; SL 2008, ch 275, § 64.
S.D. Codified Laws § 47-21-50 — SD Code / Title 47 / Chapter 21 / Section 47-21-50
Use of electric energy required--Failure to make energy available
Status: in_force

Any member of a cooperative, other than a member which is itself a cooperative, who agrees to use electric energy shall cease to be a member if he does not use electric energy supplied by the cooperative within six months after it is made available to him or if electric energy is not made available to him by the cooperative within two years after he becomes a member, or such lesser period as the bylaws of the cooperative may provide.

Source: SL 1947, ch 33, § 9; SDC Supp 1960, § 11.2209.
S.D. Codified Laws § 47-28-9 — SD Code / Title 47 / Chapter 28 / Section 47-28-9
Prima facie effect of certificates of secretary of state--Admissibility
Status: in_force

All certificates issued by the secretary of state in accordance with the provisions of chapters 47-22 to 47-28 , inclusive, and all copies of documents filed in his office in accordance with the provisions of said chapters when certified by him, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.

Source: SL 1965, ch 24, § 93.
S.D. Codified Laws § 47-1A-920.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920.3
Plan of domestication--Amendments
Status: in_force

The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change:

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

(2) The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by § 47-1A-955 or by comparable provisions of the laws of the other jurisdiction; or

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

Source: SL 2005, ch 239, § 199.
S.D. Codified Laws § 47-1A-722.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722.3
Death or incapacity of shareholder appointing proxy
Status: in_force

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

Source: SL 2005, ch 239, § 102.
S.D. Codified Laws § 47-21-42 — SD Code / Title 47 / Chapter 21 / Section 47-21-42
Delivery of articles to secretary of state--Fees--Effective date of action--Certificates of election to dissolve
Status: in_force

Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter shall be presented to the secretary of state for filing in the records of his office. If the secretary of state shall find that the articles presented conform to the requirements of this chapter he shall, upon the payment of the fees as in this chapter provided, file such articles in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve and affidavits executed in connection therewith pursuant to § 47-21-38 .

Source: SL 1947, ch 33, § 22; SDC Supp 1960, § 11.2222.
S.D. Codified Laws § 47-22-65.2 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.2
Indemnification against expenses and attorneys' fees
Status: in_force

To the extent that a director, officer, employee, or agent of a nonprofit corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subdivisions 47-22-65.1 (1) and (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

Source: SL 1986, ch 388, § 3.
S.D. Codified Laws § 47-1A-863.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-863.1
Quorum of qualified shareholders
Status: in_force

A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with § 47-1A-863 . Subject to the provisions of §§ 47-1A-863.2 and 47-1A-863.3 , shareholders' action that otherwise complies with § 47-1A-863 is not affected by the presence of holders, or the voting, of shares that are not qualified shares.

Source: SL 2005, ch 239, § 191.
S.D. Codified Laws § 47-14A-71 — SD Code / Title 47 / Chapter 14A / Section 47-14A-71
Provision for contractual appraisal rights
Status: in_force

A governing instrument or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a beneficial interest or another interest in a business trust shall be available for any class or group of beneficial owners or beneficial interests in connection with any amendment of a governing instrument, any merger or consolidation in which the business trust is a constituent party to the merger or consolidation or the sale of all or substantially all of the business trust's assets.

Source: SL 2001, ch 245, § 71.
S.D. Codified Laws § 47-30-11 — SD Code / Title 47 / Chapter 30 / Section 47-30-11
Director deemed to possess knowledge
Status: in_force

Every director of a corporation is deemed to possess such a knowledge of the affairs of his corporation as to enable him to determine whether any act, proceeding, or omission of its directors, is a violation of this chapter.

Source: SDC 1939, § 13.4316.
S.D. Codified Laws § 47-13A-10 — SD Code / Title 47 / Chapter 13A / Section 47-13A-10
Practice of law by corporations prohibited--Professional service corporations not deemed to be lay agencies
Status: in_force

Except as provided in this chapter, corporations may not engage in the practice of law. Professional service corporations organized and operated in accordance with the provisions of this chapter may not be deemed lay agencies within the meaning of the Rules of Professional Conduct.

Source: SL 1968, ch 10, § 4; SL 1989, ch 30, §§ 52, 76A.
S.D. Codified Laws § 47-1A-603.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-603.1
Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required
Status: in_force

At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

Source: SL 2005, ch 239, § 59.
S.D. Codified Laws § 47-21-49 — SD Code / Title 47 / Chapter 21 / Section 47-21-49
Members of cooperatives--Qualifications
Status: in_force

Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy furnished by the cooperative when it is made available through its facilities.

Source: SL 1947, ch 33, § 9; SDC Supp 1960, § 11.2209.
S.D. Codified Laws § 47-30-1 — SD Code / Title 47 / Chapter 30 / Section 47-30-1
Fraudulent subscription agreement--Misdemeanor
Status: in_force

Any person:

(1) Who signs the name of a fictitious person to a subscription for, or agreement to take stock in a corporation, existing or proposed; or

(2) Who procures another to sign such subscription or agreement:

(a) Knowing that the other person does not have the means or does not intend in good faith to comply with all the terms thereof; or

(b) Under an understanding or agreement that the terms of the subscription or agreement will not be complied with or enforced;

Source: SDC 1939, § 13.4307; SL 1983, ch 15, § 47.
S.D. Codified Laws § 47-21-11 — SD Code / Title 47 / Chapter 21 / Section 47-21-11
Compensation of directors
Status: in_force

Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (1); SL 1985, ch 370; SL 1990, ch 368.
S.D. Codified Laws § 47-14A-82 — SD Code / Title 47 / Chapter 14A / Section 47-14A-82
Trustees authorized to keep certain information confidential
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, the trustees of a business trust may keep confidential from the beneficial owners, for such period of time as the trustees deem reasonable, any information that the trustees reasonably believe to be in the nature of trade secrets or other information, the disclosure of which the trustees in good faith believe is not in the best interest of the business trust or could damage the business trust or its business or which the business trust is required by law or by agreement with a third party to keep confidential.

Source: SL 2001, ch 245, § 82.
S.D. Codified Laws § 47-21-79 — SD Code / Title 47 / Chapter 21 / Section 47-21-79
Limitation of actions
Status: in_force

No action or suit may be brought against a cooperative or foreign corporation doing business in this state pursuant to this chapter, or against any agent, servant, or employee thereof, by reason of the maintenance of electric transmission or distribution lines on any real property after the expiration of a period of two years of continuous maintenance of such lines.

Source: SL 1947, ch 33, § 29; SDC Supp 1960, § 11.2229.
S.D. Codified Laws § 47-11B-14 — SD Code / Title 47 / Chapter 11B / Section 47-11B-14
Suspension or revocation of certificate--Grounds
Status: in_force

The Board of Examiners in Optometry 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 optometry 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 1972, ch 249, § 14.
S.D. Codified Laws § 47-11C-15 — SD Code / Title 47 / Chapter 11C / Section 47-11C-15
Suspension or revocation proceedings deemed contested case
Status: in_force

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

Source: SL 1977, ch 384, § 15.
S.D. Codified Laws § 47-34A-1104 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1104
Pleading
Status: in_force

In a derivative action under § 47-34A-1102 , the complaint must state with particularity:

(1) The date and content of the plaintiff's demand and the response to the demand by the managers or other members; or

(2) If a demand has not been made, the reasons a demand under § 47-34A-1102 would be futile.

Source: SL 1998, ch 272, § 1104; SL 2013, ch 233, § 42.
S.D. Codified Laws § 47-14A-55 — SD Code / Title 47 / Chapter 14A / Section 47-14A-55
Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted
Status: in_force

Any signature on any certificate authorized to be filed with the secretary of state under any provision of this section may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax, or similar electronic transmission. However, the secretary of state need not accept such filing if such certificate is illegible or otherwise unsuitable for processing.

Source: SL 2001, ch 245, § 55.
S.D. Codified Laws § 47-34A-908 — SD Code / Title 47 / Chapter 34A / Section 47-34A-908
Filings required for conversion--Effective date
Status: in_force

(a) After a plan of conversion is approved:

(1) A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in § 47-34A-205 and must include:

(A) A statement that the limited liability company has been converted into another organization;

(B) The name and form of the organization and the jurisdiction of its governing statute;

(C) The date the conversion is effective under the governing statute of the converted organization;

(D) A statement that the conversion was approved as required by this chapter;

(E) A statement that the conversion was approved as required by the governing statute of the converted organization; and

(F) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the secretary of state may use for the purposes of § 47-34A-909 (c); and

(2) If the converting organization is not a converting limited liability company, the converting organization shall deliver to the secretary of state for filing a certificate of organization, which must include, in addition to the information required by § 47-34A-203 (a):

(A) A statement that the converted organization was converted from another organization;

(B) The name and form of that converting organization and the jurisdiction of its governing statute; and

(C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(b) A conversion becomes effective:

(1) If the converted organization is a limited liability company, when the certificate of organization takes effect; and

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

Source: SL 2010, ch 218, § 9; SL 2013, ch 233, § 22; SL 2021, ch 198, § 1.
S.D. Codified Laws § 47-31B-603 — SD Code / Title 47 / Chapter 31B / Section 47-31B-603
Civil enforcement
Status: in_force

(a) Civil action instituted by director. If the director believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this chapter or a rule adopted or order issued under this chapter, the director may maintain an action in the circuit court to enjoin the act, practice, or course of business and to enforce compliance with this chapter or a rule adopted or order issued under this chapter.

(b) Relief available. In an action under this section and on a proper showing, the court may:

(1) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(2) Order other appropriate or ancillary relief, which may include:

(A) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the director for the defendant or the defendant's assets;

(B) Ordering the director to take charge and control of a defendant's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;

(C) Imposing a civil penalty up to ten thousand dollars for each violation; an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this chapter or the predecessor act or a rule adopted or order issued under this chapter or the predecessor act; and

(D) Ordering the payment of prejudgment and postjudgment interest; or

(3) Order such other relief as the court considers appropriate.

(c) No bond required. The director may not be required to post a bond in an action or proceeding under this chapter.

Source: SL 2004, ch 278, § 41.
S.D. Codified Laws § 47-34A-302 — SD Code / Title 47 / Chapter 34A / Section 47-34A-302
Limited liability company liable for member's or manager's actionable conduct
Status: in_force

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company.

Source: SL 1998, ch 272, § 302.
S.D. Codified Laws § 47-34A-912 — SD Code / Title 47 / Chapter 34A / Section 47-34A-912
Filings required for domestication--Effective date
Status: in_force

(a) After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include:

(1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction;

(2) The name of the domesticating company and the jurisdiction of its governing statute;

(3) The name of the domesticated company and the jurisdiction of its governing statute;

(4) The date the domestication is effective under the governing statute of the domesticated company;

(5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;

(6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction;

(7) If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of § 47-34A-913 (b); and

(8) If the domesticated company was a foreign limited liability company, articles of organization that comply with the requirements of § 47-34A-203 .

(b) A domestication becomes effective:

(1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and

(2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.

Source: SL 2010, ch 218, § 13; SL 2013, ch 233, § 26; SL 2022, ch 168, § 1.
S.D. Codified Laws § 47-12-7 — SD Code / Title 47 / Chapter 12 / Section 47-12-7
Certificate of registration required--Unprofessional or dishonorable conduct
Status: in_force

No entity subject to this chapter may open, operate, or maintain an establishment for any of the purposes set forth in § 47-12-1 without a certificate of registration from the State Board of Dentistry. It is unprofessional or dishonorable conduct under § 36-6A-59.1 to maintain or operate an entity subject to this chapter without a certificate of registration.

Source: SL 1963, ch 35, § 5; SL 2017, ch 194, § 9.
S.D. Codified Laws § 47-16-19 — SD Code / Title 47 / Chapter 16 / Section 47-16-19
Bylaws provisions for voting
Status: in_force

The bylaws of a cooperative may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.

Source: SDC 1939, § 11.1114 (7) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-13A-2.1 — SD Code / Title 47 / Chapter 13A / Section 47-13A-2.1
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, § 9.
S.D. Codified Laws § 47-33-10 — SD Code / Title 47 / Chapter 33 / Section 47-33-10
Request for special meeting by acquiring person--Consideration of voting rights
Status: in_force

(1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to § 47-33-9 , and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the domestic public corporation's expenses of a special meeting, except the expenses of the domestic public corporation in opposing according voting rights with respect to shares acquired or to be acquired in the control share acquisition, within ten days after receipt by the domestic public corporation of the information statement, a special meeting of the shareholders of the domestic public corporation shall be called for the sole purpose of considering the voting rights to be accorded shares referred to in § 47-33-8 acquired or to be acquired pursuant to the control share acquisition.

(2) The special meeting shall be held no later than fifty days after receipt of the information statement, unless the acquiring person agrees to a later date. If the acquiring person so requests in writing at the time of delivery of the information statement, the special meeting shall not be held sooner than thirty days after receipt by the domestic public corporation of the information statement.

(3) If no request for a special meeting is made, consideration of the voting rights to be accorded shares referred to in § 47-33-8 acquired or to be acquired pursuant to the control share acquisition shall be presented to the next special or annual meeting of the shareholders, unless prior thereto the matter of the voting rights becomes moot.

Source: SL 1990, ch 369, § 203.
S.D. Codified Laws § 47-23-20 — SD Code / Title 47 / Chapter 23 / Section 47-23-20
Quorum of directors--Provisions of articles or bylaws as governing
Status: in_force

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one - third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by chapters 47-22 to 47-28 , inclusive, the articles of incorporation or the bylaws.

Source: SL 1965, ch 24, § 22.
S.D. Codified Laws § 47-14B-13 — SD Code / Title 47 / Chapter 14B / Section 47-14B-13
Failure of foreign business trust to register
Status: in_force

The failure of a foreign business trust to register in the state does not:

(1) Impair the validity of any contract or act of the foreign business trust;

(2) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

(3) Prevent the foreign business trust from defending any action, suit, or proceeding in any court of the state.

Source: SL 2001, ch 245, § 109.