S.D. Codified Laws § 47-25-8 — SD Code / Title 47 / Chapter 25 / Section 47-25-8
Corporations having no members entitled to vote--Approval by directors
Status: in_force

Where any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 42 (2).
S.D. Codified Laws § 47-13-17 — SD Code / Title 47 / Chapter 13 / Section 47-13-17
Veterinary-customer relationship unaffected
Status: in_force

This chapter does not alter any law applicable to the relationship between a veterinary and a person for whom services are rendered, including liability arising out of such service.

Source: SL 1964, ch 20, § 15.
S.D. Codified Laws § 47-26-28 — SD Code / Title 47 / Chapter 26 / Section 47-26-28
Preservation of corporate assets--Injunctions and receivers
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as may be required to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.

Source: SL 1965, ch 24, § 57.
S.D. Codified Laws § 47-31B-405 — SD Code / Title 47 / Chapter 31B / Section 47-31B-405
Federal covered investment adviser notice filing requirement
Status: in_force

(a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).

(b) Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection (c):

(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:

(A) Federal covered investment advisers, investment advisers registered under this chapter, and broker - dealers registered under this chapter;

(B) Institutional investors;

(C) Bona fide preexisting clients whose principal places of residence are not in this state; or

(D) Other clients specified by rule adopted or order issued under this chapter;

(2) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); and

(3) Any other person excluded by rule adopted or order issued under this chapter.

(c) Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with § 47-31B-611 , and such records as have been filed with the Securities and Exchange Commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this chapter and pay the fees specified in § 47-31B-410(e).

(d) Effectiveness of filing. The notice under subsection (c) becomes effective upon its filing.

Source: SL 2004, ch 278, § 21.
S.D. Codified Laws § 47-1A-856 — SD Code / Title 47 / Chapter 1A / Section 47-1A-856
Indemnification of officers
Status: in_force

A corporation may indemnify and advance expenses under §§ 47-1A-850 to 47-1A-859 , inclusive, to an officer of the corporation who is a party to a proceeding by reason of being an officer of the corporation:

(1) To the same extent as a director; and

(2) If the officer is not also a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(a) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(b) Liability arising out of conduct that constitutes:

(i) Receipt of a financial benefit to which the officer is not entitled;

(ii) An intentional infliction of harm on the corporation or the shareholders; or

(iii) An intentional violation of criminal law.

The provisions of subdivision (2) apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

An officer of a corporation who is not also a director is entitled to mandatory indemnification under § 47-1A-852 , and may apply to a court under § 47-1A-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.

Source: SL 2005, ch 239, § 179.
S.D. Codified Laws § 47-1A-401.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-401.1
Corporate name--Distinguishable from specified names--Exceptions
Status: in_force

Except as authorized by §§ 47-1A-401.2 and 47-1A-401.3 , a corporate name shall be distinguishable upon the records of the Office of the Secretary of State from:

(1) The corporate name of a corporation incorporated or authorized to transact business in this state;

(2) A corporate name reserved or registered under § 47-1A-402 or 47-1A-403 ;

(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;

(4) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state; and

(5) The name of a limited liability company, limited liability partnership, limited partnership, or limited liability limited partnership organized or authorized to transact business in this state.

Source: SL 2005, ch 239, § 42.
S.D. Codified Laws § 47-26-35 — SD Code / Title 47 / Chapter 26 / Section 47-26-35
Discontinuance of liquidation proceedings--Redelivery of assets to corporation
Status: in_force

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.

Source: SL 1965, ch 24, § 60.
S.D. Codified Laws § 47-30-13 — SD Code / Title 47 / Chapter 30 / Section 47-30-13
Definition of director
Status: in_force

The term "director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a corporation, by whatever name such persons are described in its charter, or known by law.

Source: SDC 1939, § 13.4316.
S.D. Codified Laws § 47-1A-1103.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103.1
Foreign corporation or eligible party allowed to be party to share exchange
Status: in_force

A foreign corporation or eligible entity may be a party to a share exchange only if the share exchange is permitted by the corporation or other entity is organized or by which it is governed.

Source: SL 2005, ch 239, § 256.
S.D. Codified Laws § 47-34A-205 — SD Code / Title 47 / Chapter 34A / Section 47-34A-205
Signing of records
Status: in_force

(a) Except as otherwise provided in this chapter a record to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by a:

(1) Manager of a manager - managed company;

(2) Member of a member - managed company;

(3) Person organizing the company, if the company has not been formed; or

(4) Fiduciary, if the company is in the hands of a receiver, trustee, or other court - appointed fiduciary.

(b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.

(c) Any person may sign a record to be filed under subsection (a) by an attorney - in - fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney - in - fact need not be filed in the Office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.

Source: SL 1998, ch 272, § 205.
S.D. Codified Laws § 47-22-68.4 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.4
Distributions required of foundation
Status: in_force

The corporation described in § 47-22-68.2 shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 2 (1).
S.D. Codified Laws § 47-21-41 — SD Code / Title 47 / Chapter 21 / Section 47-21-41
Articles of dissolution--Contents of articles
Status: in_force

The board of directors shall, upon completion of the acts required by § 47-21-40 , authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice - president, and its seal shall be affixed thereto and attested by its secretary. The articles of dissolution 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;

(3) The date on which the certificate of election to dissolve was filed by the secretary of state;

(4) That there are no actions or suits pending against the cooperative;

(5) That all debts, obligations, and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and

(6) That the provisions of §§ 47-21-36 to 47-21-40 , inclusive, have been duly complied with.

The president or vice - president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-26-25 — SD Code / Title 47 / Chapter 26 / Section 47-26-25
Power of court in liquidation proceedings--Action by attorney general
Status: in_force

Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.

Source: SL 1965, ch 24, § 56 (4).
S.D. Codified Laws § 47-10-9 — SD Code / Title 47 / Chapter 10 / Section 47-10-9
Lending--Duty to give first opportunity to lending institution
Status: in_force

The corporation shall lend money only when credit is not elsewhere readily available. Before granting any loan, the board of directors or a committee thereof shall endeavor, so far as is reasonably possible, to ascertain that the first opportunity to grant such loan has been given to lending institutions which may desire such loans generally in the course of their business.

Source: SL 1957, ch 314, § 7; SDC Supp 1960, § 55.6007.
S.D. Codified Laws § 47-9A-9 — SD Code / Title 47 / Chapter 9A / Section 47-9A-9
Farms, for scientific, medical, research, or experimental purposes exempt if sale of products incidental
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to any entity that engages in farming primarily for scientific, medical, research, or experimental purposes. However, any commercial sales from such farming shall be incidental to the scientific, medical, research, or experimental objectives of the entity.

Source: SL 1974, ch 294, § 4 (4); SL 2004, ch 277, § 7.
S.D. Codified Laws § 47-1A-1320 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1320
Notice of appraisal rights
Status: in_force

If proposed corporate action described in § 47-1A-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this §§ 47-1A-1301 to 47-1A-1331.2 , inclusive. If the corporation concludes that appraisal rights are or may be available, a copy of §§ 47-1A-1301 to 47-1A-1331.2 , inclusive, must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

In a merger pursuant to §§ 47-1A-1105 to 47-1A-1105.2 , inclusive, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten days after the corporate action became effective and include the materials described in §§ 47-1A-1322 to 47-1A-1323 , inclusive.

Source: SL 2005, ch 239, § 287.
S.D. Codified Laws § 47-28-11 — SD Code / Title 47 / Chapter 28 / Section 47-28-11
Interrogatories by secretary of state to determine compliance with statutes
Status: in_force

The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of chapters 47-22 to 47-28 , inclusive, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with all the provisions of said chapters applicable to such corporations.

Source: SL 1965, ch 24, § 89.
S.D. Codified Laws § 47-15-7 — SD Code / Title 47 / Chapter 15 / Section 47-15-7
Issuance of certificate of incorporation--Certificate as conclusive evidence of proper incorporation
Status: in_force

Upon receipt of the articles of incorporation and payment of the required fees the secretary of state shall issue a certificate of incorporation. The certificate of incorporation shall be conclusive evidence, except as against the state in a proceeding to cancel or revoke such certificate, that all conditions precedent to corporate existence have been met.

Source: SDC 1939, § 11.1108 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-76 — SD Code / Title 47 / Chapter 21 / Section 47-21-76
Change of location of principal office--Certificate to secretary of state
Status: in_force

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting such change of principal office, executed and acknowledged by its president or vice - president under its seal attested by its secretary, in the Office of the Secretary of State.

Source: SL 1947, ch 33, § 16; SDC Supp 1960, § 11.2216.
S.D. Codified Laws § 47-14A-25 — SD Code / Title 47 / Chapter 14A / Section 47-14A-25
Provisions of governing instrument
Status: in_force

A governing instrument may contain any provision relating to the management of the business and affairs of the business trust, and the rights, duties, and obligations of the trustees, beneficial owners, and other persons, which is not contrary to any provision or requirement of this section and, without limitation:

(1) May provide for classes, groups, or series of trustees or beneficial owners, or classes, groups, or series of beneficial interests, having such relative rights, powers, and duties as the governing instrument may provide, and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups, or series of trustees, beneficial owners, or beneficial interests, having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior or subordinate to existing classes, groups, or series of trustees, beneficial owners, or beneficial interests;

(2) May establish or provide for the establishment of designated series of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective;

(3) May provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust, or may provide for the taking of any action to create under the provisions of the governing instrument a class, group, or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group, or series of trustees or beneficial owners;

(4) May grant to (or withhold from) all or certain trustees or beneficial owners, or a specified class, group, or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups, or series of the trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class, group, series, or any other basis;

(5) May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of any such right to vote;

(6) May provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits, or losses of any existing business trust will be transferred, and for the conversion of beneficial interests in an existing business trust, or series thereof, into beneficial interests in the separate business trust, or series thereof; or

(7) May provide for the appointment, election, or engagement, either as agents or independent contractors of the business trust or as delegatees of the trustees, of officers, employees, managers, or other persons who may manage the business and affairs of the business trust and may have such titles and such relative rights, powers, and duties as the governing instrument shall provide. Except to the extent otherwise provided in the governing instrument of a business trust, the trustees shall choose and supervise such officers, managers, employees, and other persons.

Source: SL 2001, ch 245, § 25.
S.D. Codified Laws § 47-14A-89 — SD Code / Title 47 / Chapter 14A / Section 47-14A-89
Conversion deemed continuation of business entity as business trust
Status: in_force

Unless otherwise agreed, or as required under applicable non - South Dakota law, the converting other business entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of such other business entity and shall constitute a continuation of the existence of the converting other business entity in the form of a business trust. When the other business entity has been converted to a business trust pursuant to this chapter, the business trust shall, for all purposes of the laws of the State of South Dakota, be deemed to be the same entity as the converting other business entity.

Source: SL 2001, ch 245, § 89.
S.D. Codified Laws § 47-11D-14 — SD Code / Title 47 / Chapter 11D / Section 47-11D-14
Suspension or revocation of certificate of registration--Grounds
Status: in_force

The board 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 certificate practice as a physician's assistant 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 of registration has failed to comply with the provisions of this chapter or the rules prescribed by the board.

Source: SL 1993, ch 337, § 14.
S.D. Codified Laws § 47-1A-1604 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1604
Court-ordered inspection of records specified in §47-1A-1602
Status: in_force

If a corporation does not allow a shareholder who complies with § 47-1A-1602 to inspect and copy any records required by that section to be available for inspection, 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 summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

Source: SL 2005, ch 239, § 378; SL 2008, ch 275, § 50.
S.D. Codified Laws § 47-14A-88 — SD Code / Title 47 / Chapter 14A / Section 47-14A-88
Rights, property, and obligations of converting entities vest in resulting entity
Status: in_force

When any conversion has become effective under this chapter, for all purposes of the laws of the State of South Dakota, all of the rights, privileges, and powers of the other business entity that has converted, and all property, real, personal, and mixed, and all debts due to such other business entity, as well as all other things and causes of action belonging to such other business entity, shall remain vested in the business trust to which such other business entity has converted and shall be the property of such business trust. The title to any real property vested by deed or otherwise in such other business entity 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 such other business entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other business entity that has converted shall remain attached to the business trust to which such other business entity has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it in its capacity as a business trust. The rights, privileges, powers, and interests in property of the other business entity, as well as the debts, liabilities, and duties of the other business entity, may not be deemed as a consequence of the conversion, to have been transferred to the business trust to which such other business entity has converted for any purpose of the laws of the State of South Dakota.

Source: SL 2001, ch 245, § 88.
S.D. Codified Laws § 47-34A-806 — SD Code / Title 47 / Chapter 34A / Section 47-34A-806
Distribution of assets in winding up the limited liability company's business
Status: in_force

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b).

(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares.

Source: SL 1998, ch 272, § 806.
S.D. Codified Laws § 47-1A-1202.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.4
Abandonment of disposition
Status: in_force

After a disposition has been approved by the shareholders under § 47-1A-1202.1 , and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

Source: SL 2005, ch 239, § 277.
S.D. Codified Laws § 47-14A-63 — SD Code / Title 47 / Chapter 14A / Section 47-14A-63
Fees for reservation--When paid
Status: in_force

Any fee set forth in § 47-14A-57 shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

Source: SL 2001, ch 245, § 63.
S.D. Codified Laws § 47-11F-3 — SD Code / Title 47 / Chapter 11F / Section 47-11F-3
Professional corporations rendering more than one professional service authorized
Status: in_force

One or more authorized licensees may form a professional corporation for the purpose of rendering two or more kinds of professional services and services ancillary thereto. A professional corporation may not employ a person who is an authorized licensee unless at least one shareholder of the professional corporation is an authorized licensee of the same profession.

Source: SL 2000, ch 219, § 3.
S.D. Codified Laws § 47-11C-5 — SD Code / Title 47 / Chapter 11C / Section 47-11C-5
Contracts for personal services with licensed podiatrists
Status: in_force

Any corporation formed pursuant to this chapter may enter into contracts for personal services with persons registered pursuant to chapter 36-8 for such duration as may be agreed to between the parties and persons so registered may enter into contracts with corporations formed under this chapter.

Source: SL 1977, ch 384, § 5.
S.D. Codified Laws § 47-34A-704 — SD Code / Title 47 / Chapter 34A / Section 47-34A-704
Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office
Status: in_force

(1) Upon issuance by the secretary of state of a certificate of designation setting forth the name of the series with limited liability, in compliance with § 47-34A-203 or amendments under § 47-34A-204 , the series' existence shall begin;

(2) Each certificate of designation issued by the secretary of state shall be conclusive evidence that all required conditions have been met and that the series has been or shall be legally organized and formed under this section and is notice for all purposes of all other facts required to be set forth therein as of the filing date on the certificate;

(3) The name of a series with limited liability under this section may be changed by filing an application for a new certificate of designation with the secretary of state pursuant to § 47-34A-204 , identifying the series whose name is being changed and the new name of such series. If the managers of a series are not the same as the managers of the limited liability company, the names of the managers of a manager-managed series may be changed by filing an application for a new certificate of designation with the secretary of state;

(4) A series with limited liability under this section may be dissolved (i) upon the occurrence of any of the events referenced in § 47-34A-801 with respect to the series or (ii) by the dissolution of the limited liability company as provided in § 47-34A-801 . Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company or any other series. The dissolution of a series established in accordance with § 47-34A-702 does not affect the limitation on liabilities of such series provided by § 47-34A-702 . A series will be terminated (i) upon the dissolution and winding up of the limited liability company and the filing of articles of termination pursuant to § 47-34A-805 , or (ii) upon the dissolution and winding up of the series and filing of an application for a certificate of designation identifying the series being terminated;

(5) Articles of organization, articles of amendment, articles of termination, or applications for certificates of designation described under this subsection may be executed by the limited liability company or any manager, person, or entity designated in the operating agreement for the limited liability company.

Source: SL 2020, ch 200, § 4, eff. Nov. 15, 2020.
S.D. Codified Laws § 47-1A-852 — SD Code / Title 47 / Chapter 1A / Section 47-1A-852
Mandatory indemnification
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party by reason of being a director of the corporation, against reasonable expenses incurred in connection with the proceeding.

Source: SL 2005, ch 239, § 174.
S.D. Codified Laws § 47-31B-604 — SD Code / Title 47 / Chapter 31B / Section 47-31B-604
Administrative enforcement
Status: in_force

(a) Issuance of an order or notice. If the director determines 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 materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter, the director may:

(1) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this chapter;

(2) Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker - dealer under § 47-31B-401(b)(1)(D) or (F) or an investment adviser under § 47-31B-403(b)(1)(C); or

(3) Issue an order under § 47-31B-204 .

(b) Summary process. An order under subsection (a) is effective on the date of issuance. Upon issuance of the order, the director shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the director will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the director within thirty days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the director, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.

(c) Procedure for final order. If a hearing is requested or ordered pursuant to subsection (b), a hearing must be held pursuant to chapter 1-26 . A final order may not be issued unless the director makes findings of fact and conclusions of law in a record pursuant to chapter 1-26 . The final order may make final, vacate, or modify the order issued under subsection (a).

(d) Civil penalty. In a final order under subsection (c), the director may impose a civil penalty up to ten thousand dollars for each violation.

(e) Costs. In a final order, the director may charge the actual cost of an investigation or proceeding for a violation of this chapter or a rule adopted or order issued under this chapter.

(f) Filing of certified final order with court; effect of filing. If a petition for judicial review of a final order is not filed in accordance with § 47-31B-609 , the director may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.

(g) Enforcement by court; further civil penalty. If a person does not comply with an order under this section, the director may petition a court of competent jurisdiction to enforce the order. The court may not require the director to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not more than ten thousand dollars, for each violation and may grant any other relief the court determines is just and proper in the circumstances.

Source: SL 2004, ch 278, § 42.
S.D. Codified Laws § 47-26-8 — SD Code / Title 47 / Chapter 26 / Section 47-26-8
Adoption of plan by corporation having no members entitled to vote
Status: in_force

Where there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 49 (2).
S.D. Codified Laws § 47-1A-743 — SD Code / Title 47 / Chapter 1A / Section 47-1A-743
Stay of proceedings
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

Source: SL 2005, ch 239, § 126.
S.D. Codified Laws § 47-1A-620 — SD Code / Title 47 / Chapter 1A / Section 47-1A-620
Subscription for shares before incorporation
Status: in_force

A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.

A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to §§ 47-1A-621 and 47-1A-621.1 .

Source: SL 2005, ch 239, § 64.
S.D. Codified Laws § 47-21-78 — SD Code / Title 47 / Chapter 21 / Section 47-21-78
Construction of chapter
Status: in_force

This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.

Source: SL 1947, ch 33, § 34; SDC Supp 1960, § 11.2234.
S.D. Codified Laws § 47-34A-811 — SD Code / Title 47 / Chapter 34A / Section 47-34A-811
Reinstatement following administrative dissolution
Status: in_force

(a) A limited liability company administratively dissolved may apply to the secretary of state for reinstatement after the effective date of dissolution. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The applicant shall submit with the application the appropriate filing fee. The secretary of state shall charge filing fees for any delinquent annual report and a fee for application of reinstatement in the amount of one hundred fifty dollars. The application must:

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

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

(3) State that the company's name satisfies the requirements of § 47-34A-105 ; and

(4) Contain a certificate from the appropriate state authority reciting that all taxes owed by the company have been paid.

(b) If the secretary of state determines that the application contains the information required by subsection (a) and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred.

Source: SL 1998, ch 272, § 811; SL 2003, ch 8, § 24; SL 2005, ch 241, § 4; SL 2009, ch 4, § 19; SL 2012, ch 222, § 13.
S.D. Codified Laws § 47-28-16 — SD Code / Title 47 / Chapter 28 / Section 47-28-16
Director or officer failing to answer interrogatories or signing false report--Civil fine
Status: in_force

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him by the secretary of state in accordance with the provisions of this chapter, or who signs any article, statement, report, application, or other document filed with the secretary of state which is known to such officer or director to be false in any material respect, is subject to a civil fine in any amount not exceeding five hundred dollars.

Source: SL 1965, ch 24, § 88; SL 1983, ch 15, § 46; SL 1983, ch 331, § 6.
S.D. Codified Laws § 47-10-1 — SD Code / Title 47 / Chapter 10 / Section 47-10-1
Purposes of corporations
Status: in_force

Corporations may be organized under this chapter to promote, assist, encourage, and through the cooperative efforts of the institutions and corporations which are members thereof, develop and advance the business prosperity and economy of the state to encourage new industries and to rehabilitate existing industries in the state; to promote and stimulate the expansion of South Dakota business ventures which tend to increase the growth and thrift of the state; to cooperate and act in conjunction with other organizations, the objects of which are the promotion of industrial, agricultural, and recreational developments within the state and to lend to approved and deserving applicants money for the carrying on and development of all kinds of business undertakings in the state, thereby establishing a medium of credit not otherwise readily available therefor.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002.
S.D. Codified Laws § 47-23-3 — SD Code / Title 47 / Chapter 23 / Section 47-23-3
Members' meetings--Time and place
Status: in_force

Meetings of members of a corporation may be held via electronic communication or at such place, either within or without this state, as may be provided in the articles or bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state, unless a special meeting is called and held electronically pursuant to § 47-23-5 .

Source: SDC 1939, §§ 11.1301, 11.1408; SL 1965, ch 24, § 15; SL 2021, ch 195, § 2, eff. Mar. 3, 2021.
S.D. Codified Laws § 47-1A-1506 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1506
Corporate name of foreign corporation--Use of particular words--Fictitious name
Status: in_force

If the corporate name of a foreign corporation does not satisfy the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:

(1) May add the word, corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., to its corporate name for use in this state; or

(2) May use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

Source: SL 2005, ch 239, § 354.
S.D. Codified Laws § 47-1A-1405.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1405.1
Limitations on effect of dissolution
Status: in_force

Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) Subject its directors or officers to standards of conduct different from those prescribed in §§ 47-1A-801 to 47-1A-863.3 , inclusive;

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) Terminate the authority of the registered agent of the corporation.

Source: SL 2005, ch 239, § 317.
S.D. Codified Laws § 47-17-12 — SD Code / Title 47 / Chapter 17 / Section 47-17-12
Directors' executive committee--Powers of committee
Status: in_force

If the bylaws of a cooperative so provide, the board of directors may elect an executive committee to consist of three or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to:

(1) Powers reserved by the board to itself;

(2) Apportionment or distribution of proceeds;

(3) Election of officers;

(4) Filling of vacancies in the board; and

(5) Amendments to the bylaws.

The board may elect other directors as alternates for members of the executive committee.

Source: SDC 1939, § 11.1125 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-27 — SD Code / Title 47 / Chapter 22 / Section 47-22-27
Procedure in absence of members entitled to vote--Adoption of restatement by board of directors
Status: in_force

If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-1A-953 — SD Code / Title 47 / Chapter 1A / Section 47-1A-953
Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content
Status: in_force

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

(1) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity;

(2) State the type of unincorporated entity that the surviving entity will be;

(3) Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;

(4) If the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached a public organic document. However, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.

Source: SL 2005, ch 239, § 225.
S.D. Codified Laws § 47-26-13 — SD Code / Title 47 / Chapter 26 / Section 47-26-13
Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required
Status: in_force

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

Source: SL 1965, ch 24, § 50 (1).
S.D. Codified Laws § 47-10-4 — SD Code / Title 47 / Chapter 10 / Section 47-10-4
Lending--Competition with lending institutions prohibited
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to make secured or unsecured loans; but it is not the intention hereof to take from the lending institutions within the state any loans or commitments desired by such institutions generally in the ordinary course of their business.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (2).
S.D. Codified Laws § 47-1A-1302.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1302.3
Challenge of specified completed corporate actions--Limitation
Status: in_force

No shareholder may challenge a completed corporate action described in § 47-1A-1302 , other than those subscribed in subdivisions 47-1A-1302.1 (3) and (4), unless such corporate action:

(1) Was not effectuated in accordance with the applicable provisions of §§ 47-1A-901 to 47-1A-1202.6 , inclusive, or the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the corporate action; or

(2) Was procured as a result of fraud or material misrepresentation.

Source: SL 2005, ch 239, § 284.
S.D. Codified Laws § 47-22-17 — SD Code / Title 47 / Chapter 22 / Section 47-22-17
Procedure in absence of members entitled to vote--Adoption of amendment by board of directors
Status: in_force

Where there are no members, or no members entitled to vote on an amendment to the articles of incorporation, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 36 (2).
S.D. Codified Laws § 47-11A-20 — SD Code / Title 47 / Chapter 11A / Section 47-11A-20
Relationship with patient unchanged
Status: in_force

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

Source: SL 1970, ch 258, § 2.
S.D. Codified Laws § 47-15-48 — SD Code / Title 47 / Chapter 15 / Section 47-15-48
Cooperatives governed by other laws
Status: in_force

The provisions of chapters 47-15 to 47-20 , inclusive, shall not apply to cooperatives governed by chapter 40-23 or chapter 47-21 .

Source: SDC 1939, § 11.1156 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-51 — SD Code / Title 47 / Chapter 21 / Section 47-21-51
Husband and wife as members--Membership not transferable--Additional qualifications of members
Status: in_force

A husband and wife may hold a joint membership in a cooperative. Membership in a cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.

Source: SL 1947, ch 33, § 9; SDC Supp 1960, § 11.2209.
S.D. Codified Laws § 47-16-14 — SD Code / Title 47 / Chapter 16 / Section 47-16-14
Member voting
Status: in_force

A member of a cooperative may submit a signed vote by mail or electronic means if the member has been previously notified in writing of the exact vote, motion or resolution upon which the vote is taken. The bylaws may limit use of signed votes.

Source: SDC 1939, § 11.1114 (5) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 5; SL 2021, ch 194, § 5.
S.D. Codified Laws § 47-31B-303 — SD Code / Title 47 / Chapter 31B / Section 47-31B-303
Securities registration by coordination
Status: in_force

(a) Registration permitted. A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section.

(b) Required records. A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in § 47-31B-305 and a consent to service of process complying with § 47-31B-611 :

(1) A copy of the latest form of prospectus filed under the Securities Act of 1933;

(2) A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this chapter;

(3) Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the director; and

(4) An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.

(c) Conditions for effectiveness of registration statement. A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:

(1) A stop order under subsection (d) or § 47-31B-306 or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under § 47-31B-306 ; and

(2) The registration statement has been on file for at least twenty days or a shorter period provided by rule adopted or order issued under this chapter.

(d) Notice of federal registration statement effectiveness. The registrant shall promptly notify the director in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the director may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The director shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

(e) Effectiveness of registration statement. If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the director, the registration statement is automatically effective under this chapter when all the conditions are satisfied or waived. If the registrant notifies the director of the date when the federal registration statement is expected to become effective, the director shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the director intends the institution of a proceeding under § 47-31B-306 . The notice by the director does not preclude the institution of such a proceeding.

Source: SL 2004, ch 278, § 12.
S.D. Codified Laws § 47-13A-6 — SD Code / Title 47 / Chapter 13A / Section 47-13A-6
Violation as grounds for termination or suspension of right to practice law
Status: in_force

Any violation of this chapter by the corporation shall be grounds for the Supreme Court to terminate or suspend its, or any of its members' right to practice law.

Source: SL 1968, ch 10, § 2; SL 1969, ch 18.
S.D. Codified Laws § 47-11F-9 — SD Code / Title 47 / Chapter 11F / Section 47-11F-9
Notice and hearing required--Appeal--Certain situations where prior notice and hearing not required
Status: in_force

Before any certificate of registration is suspended or revoked, the holder is entitled to a hearing pursuant to chapter 1-26 before the board or boards having jurisdiction. The hearing may be held jointly by the boards, but each board shall render its own decision. Any party to such a hearing is entitled to appeal pursuant to chapter 1-26 . If any licensing board finds that the suspension or revocation is necessary to protect the public health, safety, or welfare or because willful acts are involved, it may dispense with the requirement of prior notice and hearing. However, the professional corporation shall have a seasonable hearing after any such suspension or revocation.

Source: SL 2000, ch 219, § 9.
S.D. Codified Laws § 47-22-55 — SD Code / Title 47 / Chapter 22 / Section 47-22-55
Powers of corporation--Dealing in real or personal property
Status: in_force

Each corporation shall have power to purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.

Source: SDC 1939, §§ 11.1703, 11.1803; SL 1965, ch 24, § 5 (4).
S.D. Codified Laws § 47-14A-34 — SD Code / Title 47 / Chapter 14A / Section 47-14A-34
Change of name or address of trustee or registered agent--Fee--Certificate
Status: in_force

A trustee or registered agent of a business trust whose address, as set forth in a certificate of trust pursuant to § 47-14A-43 , has changed may change such address in the certificates of trust for all business trusts for which such trustee or registered agent is appointed, to another address in the State of South Dakota by paying a fee as set forth in § 47-14A-57 and filing with the secretary of state a certificate, executed by such trustee or registered agent, setting forth the names of all business trusts for which such trustee or registered agent is appointed, and the address of such trustee or registered agent before it was changed, and further certifying as to the new address of such trustee or registered agent for each of the business trusts recited in the certificate. Upon the filing of such certificate, the secretary of state shall furnish to the trustee or registered agent a certified copy of the same under his or her hand and seal of office, and thereafter, or until further change of address, as authorized by law, the address of such trustee or registered agent in the State of South Dakota of each of the business trusts recited in the certificate shall be located at the new address of the trustee or registered agent thereof as given in the certificate. A trustee or registered agent of a business trust whose name, as set forth in a certificate of trust pursuant to § 47-14A-43 , has changed may change such name in the certificates of trust for all business trusts for which such trustee or registered agent is appointed, to its new name by paying a fee as set forth in § 47-14A-57 and filing with the secretary of state a certificate, executed by such trustee or registered agent, setting forth the names of all business trusts for which such trustee or registered agent is appointed, the name of such trustee or registered agent before it was changed, and further certifying as to the new name of such trustee or registered agent for each of the business trusts recited in the certificate. Upon the filing of such certificate and payment of such fee, the secretary of state shall furnish to the trustee or registered agent a certified copy of the certificate under his hand and seal of office. Filing a certificate under this section shall be deemed to be an amendment of the certificate of trust of each business trust affected thereby and no further action with respect thereto to amend its certificate of trust under § 47-14A-43 shall be required. Any trustee or registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each business trust affected thereby.

Source: SL 2001, ch 245, § 34.
S.D. Codified Laws § 47-30-3 — SD Code / Title 47 / Chapter 30 / Section 47-30-3
Fraudulent prospectus or report--Felony
Status: in_force

Any officer of a corporation existing under the laws of this state or transacting business here, or any person holding himself out as such an officer, who, knowingly and with intent to defraud any person or the public generally, subscribes, endorses, verifies, or otherwise assents to the issuing or publishing of any report, prospectus, or statement concerning the condition, business, or prospects of the corporation, calculated to give to the shares of stock of such corporation either a greater or less apparent value than they really possess, is guilty of a Class 6 felony.

Source: SDC 1939, § 13.4308; SL 1983, ch 15, § 48.
S.D. Codified Laws § 47-34A-105 — SD Code / Title 47 / Chapter 34A / Section 47-34A-105
Name
Status: in_force

(a) The name of a limited liability company must contain, limited liability company, or limited company, or the abbreviation, L.L.C., LLC, L.C., or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co.

(b) Except as authorized by subsections (c) and (d), the name of a limited liability company must be distinguishable upon the records of the secretary of state from:

(1) The name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business, in this state;

(2) A name reserved or registered under § 47-34A-106 or 47-34A-107 ;

(3) A fictitious name approved under § 47-34A-1005 for a foreign company authorized to transact business in this state because its real name is unavailable.

(c) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records of the secretary of state from one or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:

(1) The present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the secretary of state to change the name to a name that is distinguishable upon the records of the secretary of state from the name applied for; or

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

(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this state if the other company is organized or authorized to transact business in this state and the company proposing to use the name has:

(1) Merged with the other company;

(2) Been formed by reorganization with the other company; or

(3) Acquired substantially all of the assets, including the name, of the other company.

Source: SL 1998, ch 272, § 105.
S.D. Codified Laws § 47-16-49 — SD Code / Title 47 / Chapter 16 / Section 47-16-49
Classification of patrons
Status: in_force

There shall be no distinction between the persons entitled to reserves and distributions under §§ 47-16-47 and 47-16-48 , but such reserves and distribution may be based upon business done with particular departments or in particular commodities, supplies, or services, or upon classification of business according to the type or nature thereof.

Source: SDC 1939, § 11.1131 (3) (c) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-923 — SD Code / Title 47 / Chapter 1A / Section 47-1A-923
Surrender of charter upon domestication
Status: in_force

Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-920 to 47-1A-925.1 , inclusive, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:

(1) The name of the corporation;

(2) A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;

(3) A statement that the domestication 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; and

(4) The corporation's new jurisdiction of incorporation.

Source: SL 2005, ch 239, § 206.
S.D. Codified Laws § 47-23-21 — SD Code / Title 47 / Chapter 23 / Section 47-23-21
Meetings by teleconference
Status: in_force

Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

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

Source: SL 1965, ch 24, § 24; SL 1997, ch 257, § 3.
S.D. Codified Laws § 47-29-22 — SD Code / Title 47 / Chapter 29 / Section 47-29-22
Authorization to establish perpetual fund--Donations--Election of trustees--Bond and accounting of trustees
Status: in_force

A cemetery corporation also has power:

(1) To establish a perpetual fund to be used in purchasing and maintaining mowing equipment, hiring maintenance staff, caring for, ornamenting, beautifying, and improving its grounds;

(2) To receive donations, devises, and legacies for such purpose; and

(3) To elect three trustees to care for and invest such trust fund in such manner and under such restrictions and for such term or terms as may be prescribed by its articles of incorporation or bylaws.

The directors of any such corporation have power to require bonds from such trustees, from time to time, conditioned for the faithful discharge of their duties in such amounts as such board may deem necessary for the safety and proper security of such fund; and such trustees shall account at least once each year for all income arising from such perpetual fund and to make a full and detailed report of the condition of the fund if required by the board of directors.

Source: SDC 1939, § 11.1909; SL 2012, ch 225, § 1; SL 2013, ch 232, § 1.
S.D. Codified Laws § 47-18-16.2 — SD Code / Title 47 / Chapter 18 / Section 47-18-16.2
Petition for reinstatement--Filing fee--Penalty for expired years
Status: in_force

A cooperative whose corporate charter existence has been revoked as provided by § 47-18-16.1 may petition for reinstatement as a corporation prior to July 1, 1980 on forms provided by the secretary of state. The petition shall be executed on behalf of the corporation by its president or secretary. The petition shall be filed with the secretary of state. 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. Such renewal of corporate existence shall be made on forms prescribed and furnished by the secretary of state. Filing fee shall be as stated in § 47-20-8 . In addition to the above fee, a penalty of twenty dollars per year for the period of duration which its corporate existence has been expired shall be charged.

Source: SL 1976, ch 288, § 3; SL 1977, ch 381, § 7; SL 2012, ch 222, § 3.
S.D. Codified Laws § 47-10-5 — SD Code / Title 47 / Chapter 10 / Section 47-10-5
Terms and conditions of loans
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to establish and regulate the terms and conditions of any loans under § 47-10-4 and the charges for interest or service connected therewith.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (3).
S.D. Codified Laws § 47-26-39 — SD Code / Title 47 / Chapter 26 / Section 47-26-39
Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy
Status: in_force

The dissolution of a corporation either:

(1) By the issuance of a certificate of dissolution by the secretary of state; or

(2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or

(3) By expiration of its period of duration,

Source: SL 1965, ch 24, § 64.
S.D. Codified Laws § 47-34A-406 — SD Code / Title 47 / Chapter 34A / Section 47-34A-406
Limitations on distributions
Status: in_force

(a) A distribution may not be made if, after the distribution is made:

(1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or

(2) The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.

(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) 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 in the circumstances.

(c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:

(1) In the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and

(2) In all other cases, as of the date the:

(i) Distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or

(ii) Payment is made if it occurs more than one hundred twenty days after the date of authorization.

(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.

(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

(f) In subsection (a), "distribution" does not include amounts (i) constituting reasonable compensation for present or past services or (ii) reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.

Source: SL 1998, ch 272, § 406; SL 2013, ch 233, § 10.
S.D. Codified Laws § 47-1A-206 — SD Code / Title 47 / Chapter 1A / Section 47-1A-206
Bylaws
Status: in_force

The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Source: SL 2005, ch 239, § 35.
S.D. Codified Laws § 47-22-9 — SD Code / Title 47 / Chapter 22 / Section 47-22-9
Reservation of name--Parties entitled to reserve
Status: in_force

The exclusive right to the use of a corporate name may be reserved by:

(1) Any person intending to organize a corporation under this chapter;

(2) Any domestic corporation intending to change its name;

(3) Any foreign corporation intending to make application for a certificate of authority to do or engage in any business in this state;

(4) Any foreign corporation authorized to do or engage in any business in this state and intending to change its name;

(5) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to do or engage in any business in this state.

Source: SL 1965, ch 24, § 8.
S.D. Codified Laws § 47-21-17 — SD Code / Title 47 / Chapter 21 / Section 47-21-17
Directors not disqualified from acknowledging instruments
Status: in_force

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such cooperative.

Source: SL 1947, ch 33, § 30; SDC Supp 1960, § 11.2230.
S.D. Codified Laws § 47-1A-810 — SD Code / Title 47 / Chapter 1A / Section 47-1A-810
Vacancy on board
Status: in_force

Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) The shareholders may fill the vacancy;

(2) The board of directors may fill the vacancy; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 47-1A-807 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Source: SL 2005, ch 239, § 145.
S.D. Codified Laws § 47-18-16.6 — SD Code / Title 47 / Chapter 18 / Section 47-18-16.6
Denial of reinstatement--Appeal--Court action
Status: in_force

If the secretary of state denies a cooperative's application for reinstatement following administrative dissolution, he shall serve the corporation under § 47-15-22 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of reinstatement to the circuit court wherein its registered office is located within thirty days after service of the notice of denial is perfected. The cooperative appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the cooperative's application for reinstatement, and the secretary of state's notice of denial. The court may summarily order the secretary of state to reinstate the dissolved cooperative or may take other action the court considers appropriate. The court's final decision may be appealed as in any other civil proceedings.

Source: SL 1989, ch 390, § 10.
S.D. Codified Laws § 47-21-21.3 — SD Code / Title 47 / Chapter 21 / Section 47-21-21.3
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 § 47-21-21.2 ; 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, § 2; SL 2009, ch 232, § 2.
S.D. Codified Laws § 47-11C-23 — SD Code / Title 47 / Chapter 11C / Section 47-11C-23
Private corporations law applicable
Status: in_force

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

Source: SL 1977, ch 384, § 23.
S.D. Codified Laws § 47-28-19 — SD Code / Title 47 / Chapter 28 / Section 47-28-19
Delayed effective time and date of filings
Status: in_force

Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may specify delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

Source: SL 2016, ch 221, § 4.
S.D. Codified Laws § 47-34A-1103 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1103
Proper plaintiff
Status: in_force

(a) Except as otherwise provided in subsection (b), a derivative action under § 47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.

(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.

Source: SL 1998, ch 272, § 1103; SL 2013, ch 233, § 41.
S.D. Codified Laws § 47-9A-22 — SD Code / Title 47 / Chapter 9A / Section 47-9A-22
Recording of order--Divestiture within prescribed period--Covenant running with land--Public sale of lands not divested
Status: in_force

The attorney general shall file any order under § 47-9A-21 for record with the register of deeds of each county in which any portion of said lands are located. Thereafter, the corporation owning such land shall have a period of five years from the date of such order to divest itself of such lands. The aforementioned five - year limitation period shall be deemed a covenant running with the title to the land against any corporate grantee or assignee or the successor of such corporation. Any lands not so divested within the time prescribed shall be sold at public sale in the manner prescribed by order of the court.

Source: SL 1974, ch 294, § 8.
S.D. Codified Laws § 47-15-27 — SD Code / Title 47 / Chapter 15 / Section 47-15-27
Powers of cooperatives--Existence
Status: in_force

Unless otherwise provided by its articles, a cooperative may exist perpetually.

Source: SDC 1939, § 11.1103 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-17-18 — SD Code / Title 47 / Chapter 17 / Section 47-17-18
Compensation of officers
Status: in_force

Unless the bylaws of a cooperative provide otherwise, for prior or future services of any officer or employee, the board of directors may provide reasonable compensation, pension, bonuses, or other benefits to such officer or employee, and pension or other benefits to a member of his family or his beneficiaries. No officer or employee who is a director may take part in the vote on his salary for services rendered the cooperative.

Source: SDC 1939, § 11.1128 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-609 — SD Code / Title 47 / Chapter 31B / Section 47-31B-609
Judicial review
Status: in_force

(a) Judicial review of orders. A final order issued by the director under this chapter is subject to judicial review in accordance with chapter 1-26 .

(b) Judicial review of rules. A rule adopted under this chapter is subject to judicial review in accordance with chapter 1-26 .

Source: SL 2004, ch 278, § 47.
S.D. Codified Laws § 47-11-14 — SD Code / Title 47 / Chapter 11 / Section 47-11-14
Notice and hearing required--Contents of notice
Status: in_force

Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor, and shall be given a public hearing by the Board of Medical and Osteopathic Examiners with the right to produce testimony concerning the charges made. The notice shall also state the place and date of the hearing which shall be at least five days after service of said notice.

Source: SL 1961, ch 29, § 11.
S.D. Codified Laws § 47-14A-13 — SD Code / Title 47 / Chapter 14A / Section 47-14A-13
Trustee or beneficial owner may consent to jurisdiction
Status: in_force

In the governing instrument of the business trust or other writing, a trustee or beneficial owner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the state, or the exclusivity of arbitration in a specified jurisdiction or the state, and to be served with legal process in the manner prescribed in such governing instrument of the business trust or other writing.

Source: SL 2001, ch 245, § 13.
S.D. Codified Laws § 47-1A-744.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744.1
Groups authorized to make determination that maintenance of proceeding not in best interest of corporation
Status: in_force

Unless a panel is appointed pursuant to § 47-1A-744.5 , the determination in § 47-1A-744 shall be made by:

(1) A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or

(2) A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.

Source: SL 2005, ch 239, § 128.
S.D. Codified Laws § 47-12-8 — SD Code / Title 47 / Chapter 12 / Section 47-12-8
Contents of application for registration--Acceptance or denial--Certificate not assignable--Posting--Change in location
Status: in_force

An application for registration shall contain the name, address, state of organization, employer identification number of the entity, and such other information as may be required by the State Board of Dentistry. Upon receipt of an application for registration and a registration fee of one hundred dollars, the board shall issue a certificate of registration if the board finds that each director, manager, member, partner, and shareholder is licensed as a dentist pursuant to chapter 36-6A or is a qualified entity, if no disciplinary action is pending before the board, or any other state dental board, against any of them, and if it appears the entity has been compliant with law and the regulations of the board. The board may deny an application for registration for failure to meet the requirements of this chapter or any rule promulgated thereunder. If the board denies an application for a certificate of registration, the entity whose application has been denied shall be afforded an opportunity for hearing pursuant to chapter 1-26 .

No certificate of registration is assignable. The certificate of registration shall be conspicuously posted at the premises to which it is applicable. Each certificate holder shall notify the board within ten days of a change in the location of the registered entity.

Source: SL 1963, ch 35, § 5; SL 1970, ch 255, § 4; SL 2017, ch 194, § 10.
S.D. Codified Laws § 47-16-13 — SD Code / Title 47 / Chapter 16 / Section 47-16-13
Proxy votes--Delegate votes
Status: in_force

Voting by proxy shall not be allowed in any cooperative, except that the bylaws may provide for representation of members by delegates apportioned territorially. A delegate shall cast the votes to which members represented by him are entitled.

Source: SDC 1939, § 11.1114 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-18-9 — SD Code / Title 47 / Chapter 18 / Section 47-18-9
Disposal of assets--Authorization by members--Notice and approval
Status: in_force

Except as authorized by the members, the board of directors of a cooperative may not dispose of all or substantially all of the cooperative's fixed assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's fixed assets if:

(1) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and

(2) Such disposition has been approved by three - fourths of those voting at the meeting.

Source: SDC 1939, § 11.1130 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1409 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1409
Director duties
Status: in_force

Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.

Directors of a dissolved corporation which has disposed of claims under §§ 47-1A-1406 to 47-1A-1406.2 , inclusive, 47-1A-1407 to 47-1A-1407.2 , inclusive, or 47-1A-1408 and 47-1A-1408.1 , are not liable for breach of this section with respect to claims against the dissolved corporation that are barred or satisfied under §§ 47-1A-1406 to 47-1A-1406.2 , inclusive, 47-1A-1407 to 47-1A-1407.2 , inclusive, or 47-1A-1408 and 47-1A-1408.1 .

Source: SL 2005, ch 239, § 326.
S.D. Codified Laws § 47-31B-411 — SD Code / Title 47 / Chapter 31B / Section 47-31B-411
Postregistration requirements
Status: in_force

(a) Financial requirements. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h) ) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this chapter may establish minimum financial requirements for broker - dealers registered or required to be registered under this chapter and investment advisers registered or required to be registered under this chapter.

(b) Financial reports. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a broker - dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall file such financial reports as are required by a rule adopted or order issued under this chapter. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Record keeping. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22):

(1) A broker - dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this chapter;

(2) Broker - dealer records required to be maintained under paragraph (1) may be maintained in any form of data storage acceptable under Section 17(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78q(a)) if they are readily accessible to the director; and

(3) Investment adviser records required to be maintained under paragraph (1) may be maintained in any form of data storage required by rule adopted or order issued under this chapter.

(d) Audits or inspections. The records of a broker - dealer registered or required to be registered under this chapter and of an investment adviser registered or required to be registered under this chapter are subject to such reasonable periodic, special, or other audits or inspections by a representative of the director, within or without this state, as the director considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The director may copy, and remove for audit or inspection copies of, all records the director reasonably considers necessary or appropriate to conduct the audit or inspection. The director may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Custody and discretionary authority bond or insurance. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this chapter may require a broker - dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount not to exceed fifty thousand dollars. The director may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker - dealer registered under this chapter whose net capital exceeds, or of an investment adviser registered under this chapter whose minimum financial requirements exceed, the amounts required by rule or order under this chapter. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in § 47-31B-509(j)(2).

(f) Requirements for custody. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), an agent may not have custody of funds or securities of a customer except under the supervision of a broker - dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this chapter may prohibit, limit, or impose conditions on a broker - dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) Investment adviser brochure rule. With respect to an investment adviser registered or required to be registered under this chapter, a rule adopted or order issued under this chapter may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) Continuing education. A rule adopted or order issued under this chapter may require an individual registered under § 47-31B-402 or 47-31B-404 to participate in a continuing education program approved by the Securities and Exchange Commission and administered by a self - regulatory organization or, in the absence of such a program, a rule adopted or order issued under this chapter may require continuing education for an individual registered under § 47-31B-404 .

Source: SL 2004, ch 278, § 27.
S.D. Codified Laws § 47-11-1.1 — SD Code / Title 47 / Chapter 11 / Section 47-11-1.1
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, § 39B.
S.D. Codified Laws § 47-21-60 — SD Code / Title 47 / Chapter 21 / Section 47-21-60
Powers of cooperative--Perpetual existence
Status: in_force

A cooperative shall have power to have perpetual existence.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (2).
S.D. Codified Laws § 47-34A-303 — SD Code / Title 47 / Chapter 34A / Section 47-34A-303
Liability of members and managers
Status: in_force

(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.

(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.

Source: SL 1998, ch 272, § 303; SL 2020, ch 199, § 1.
S.D. Codified Laws § 47-1A-1108 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1108
Abandonment of a merger or share exchange
Status: in_force

Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.

If a merger or share exchange is abandoned under this section after articles of merger or share exchange have been filed with the Office of the Secretary of State but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange 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 merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and does not become effective.

Source: SL 2005, ch 239, § 271.
S.D. Codified Laws § 47-1A-602.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-602.1
Terms of class or series determined by board of directors
Status: in_force

If the board of directors acts pursuant to § 47-1A-602 , the board shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under §§ 47-1A-601 to 47-1A-601.2 , inclusive, of:

(1) Any class of shares before the issuance of any shares of that class; or

(2) Any series within a class before the issuance of any shares of that series.

Before issuing any shares of a class or series created under § 47-1A-602 , the corporation shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth the terms determined under this section.

Source: SL 2005, ch 239, § 57.
S.D. Codified Laws § 47-1A-625.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-625.2
Signatures on certificate--Seal
Status: in_force

Each share certificate shall be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

Source: SL 2005, ch 239, § 72.
S.D. Codified Laws § 47-22-6 — SD Code / Title 47 / Chapter 22 / Section 47-22-6
Contents of articles of incorporation--Necessary recitals
Status: in_force

The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The period of duration, which may be perpetual;

(3) The purpose or purposes for which the corporation is organized;

(4) If the corporation is to have no members, a statement to that effect;

(5) If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation designating the class or classes of members and stating the qualifications and rights of the members of each class;

(6) If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed;

(7) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;

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

(9) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors; and

(10) The name and address of each incorporator.

It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in chapters 47-22 to 47-28 , inclusive.

Source: SDC 1939, §§ 11.1402, 11.1501, 11.1701, 11.1801; SL 1965, ch 24, § 31; SL 1989, ch 393, § 2; SL 1990, ch 367, § 14; SL 2004, ch 280, § 4; SL 2008, ch 275, § 62.
S.D. Codified Laws § 47-22-28.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-28.1
Restated articles may incorporate proposed amendments--Conditions
Status: in_force

When filing restated articles of incorporation with the secretary of state pursuant to § 47-22-28 , the restated articles may incorporate proposed amendments if:

(1) The provisions of §§ 47-22-16 and 47-22-17 have been complied with;

(2) The information required pursuant to § 47-22-19 accompanies the filing;

(3) The filing contains a statement that, except for any indicated amendment, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation; and

(4) The filing contains a statement that the restated articles of incorporation as amended supersede the original articles of incorporation and all previous amendments.

Source: SL 1999, ch 219, § 1.
S.D. Codified Laws § 47-21-35 — SD Code / Title 47 / Chapter 21 / Section 47-21-35
Dissolution before commencement of business--Articles of dissolution--Majority approval required--Contents of articles
Status: in_force

A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) That the cooperative has not commenced business;

(4) That any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;

(5) That no debt of the cooperative is unpaid; and

(6) That a majority of the incorporators elect that the cooperative be dissolved.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (1).
S.D. Codified Laws § 47-10-18 — SD Code / Title 47 / Chapter 10 / Section 47-10-18
Nonstockholder members--Duty to lend
Status: in_force

All calls of funds which nonstockholder members of a business development credit corporation are committed to lend to the corporation shall be prorated by the corporation among the nonstockholder members in the same proportion that the individual lines of credit bear to the aggregate line of credit.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (b).
S.D. Codified Laws § 47-34A-1202 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1202
Short title
Status: in_force

This chapter may be cited as the South Dakota Limited Liability Company Act.

Source: SL 1998, ch 272, § 1202.
S.D. Codified Laws § 47-22-28 — SD Code / Title 47 / Chapter 22 / Section 47-22-28
Approval of restated articles--Contents of articles--Delivery to secretary of state
Status: in_force

Upon approval pursuant to § 47-22-26 or 47-22-27 , one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set forth:

(1) The name of the corporation;

(2) The period of its duration;

(3) The purpose or purposes which the corporation is authorized to pursue; and

(4) Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.

The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.

The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state.

Source: SL 1965, ch 24, § 39; SL 1989, ch 393, § 8.
S.D. Codified Laws § 47-31B-505 — SD Code / Title 47 / Chapter 31B / Section 47-31B-505
Misleading filings
Status: in_force

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.

Source: SL 2004, ch 278, § 33.
S.D. Codified Laws § 47-1A-920.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920.2
Plan of domestication--Content
Status: in_force

The plan of domestication shall include:

(1) A statement of the jurisdiction in which the corporation is to be domesticated;

(2) The terms and conditions of the domestication;

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

(4) Any desired amendments to the articles of incorporation of the corporation following its domestication.

Source: SL 2005, ch 239, § 198.
S.D. Codified Laws § 47-1A-706 — SD Code / Title 47 / Chapter 1A / Section 47-1A-706
Waiver of notice
Status: in_force

A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the shareholder entitled to the notice, and shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

A shareholder's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Source: SL 2005, ch 239, § 92.
S.D. Codified Laws § 47-9A-7 — SD Code / Title 47 / Chapter 9A / Section 47-9A-7
Lands acquired in collection of debt or enforcement of claim exempt--Period allowed for disposition--Covenant runs with land
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural lands acquired by a corporation by process of law in the collection of debts; or by any procedure for the enforcement of a lien or claim thereon, whether created by mortgage or otherwise. However, any land so acquired shall be disposed of within ten years after acquiring the title thereto. In addition, no land so acquired may be used for farming during the ten - year period except under a lease to a family farm unit, a family farm corporation or an authorized farm corporation. The aforementioned ten - year limitation period shall be deemed a covenant running with the title to the land against any corporate grantee or assignee or the successor of such corporation.

Source: SL 1974, ch 294, § 4 (9); SL 2004, ch 277, § 5.
S.D. Codified Laws § 47-11D-13 — SD Code / Title 47 / Chapter 11D / Section 47-11D-13
Annual renewal of certificate
Status: in_force

Upon written application of the holder, accompanied by a fee of one hundred dollars, the board shall annually renew the certificate of registration if the board finds that the corporation has compiled with its rules and the provisions of this chapter.

Source: SL 1993, ch 337, § 13; SL 1999, ch 190, § 5.
S.D. Codified Laws § 47-1A-1502.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1502.1
Stay of proceeding until necessity for certificate of authority is determined and obtained
Status: in_force

A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

Source: SL 2005, ch 239, § 349.
S.D. Codified Laws § 47-11C-9 — SD Code / Title 47 / Chapter 11C / Section 47-11C-9
Investigation on application--Conditions to issuance of certificate--Duration of certificate
Status: in_force

Upon receipt of an application made pursuant to § 47-11C-8 , the Board of Podiatry Examiners shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each registered pursuant to chapter 36-8 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 1977, ch 384, § 9.
S.D. Codified Laws § 47-1A-601 — SD Code / Title 47 / Chapter 1A / Section 47-1A-601
Authorized shares in articles of incorporation--Class or series--Terms
Status: in_force

The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.

Source: SL 2005, ch 239, § 53.
S.D. Codified Laws § 47-1A-924.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-924.3
Owner liability only for debts arising after effective time of articles of domestication
Status: in_force

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

Source: SL 2005, ch 239, § 212.
S.D. Codified Laws § 47-1A-1102.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102.5
Property held in trust or for charitable purposes--Disposition by court order
Status: in_force

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

Source: SL 2005, ch 239, § 254.
S.D. Codified Laws § 47-1A-1602.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1602.2
Prerequisites to shareholder right to inspect and copy records specified in §47-1A-1602.1
Status: in_force

A shareholder may inspect and copy the records described in § 47-1A-1602.1 only if:

(1) Demand is made in good faith and for a proper purpose;

(2) The shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect; and

(3) The records are directly connected with the purpose.

Source: SL 2005, ch 239, § 375.
S.D. Codified Laws § 47-16-58 — SD Code / Title 47 / Chapter 16 / Section 47-16-58
Applicability to preexisting claims
Status: in_force

Sections 47-16-54 to 47-16-57 , inclusive, apply to all money or property described in § 47-16-54 , payment or delivery of which was authorized either before or after July 1, 1965.

Source: SDC 1939, § 11.1132 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-803 — SD Code / Title 47 / Chapter 34A / Section 47-34A-803
Right to wind up the limited liability company's business
Status: in_force

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.

(b) A legal representative of the last surviving member may wind up a limited liability company's business.

(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to § 47-34A-806 , settle disputes by mediation or arbitration, and perform other necessary acts.

Source: SL 1998, ch 272, § 803.
S.D. Codified Laws § 47-34A-605 — SD Code / Title 47 / Chapter 34A / Section 47-34A-605
State of dissociation
Status: in_force

(a) A dissociated member or a limited liability company may file in the office of the secretary of state a statement of dissociation stating the name of the company and that the member is dissociated from the company. If the statement is filed by a dissociated member a copy of the statement must also be delivered to the company by the dissociated member.

(b) For the purposes of §§ 47-34A-301 and 47-34A-604 , a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.

Source: SL 1998, ch 272, § 605.
S.D. Codified Laws § 47-1A-727 — SD Code / Title 47 / Chapter 1A / Section 47-1A-727
Greater quorum or voting requirements
Status: in_force

The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and shall be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

Source: SL 2005, ch 239, § 110.
S.D. Codified Laws § 47-1A-744 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744
Dismissal upon determination that maintenance of proceeding not in best interests of corporation
Status: in_force

A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in §§ 47-1A-744.1 or 47-1A-744.5 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.

Source: SL 2005, ch 239, § 127.
S.D. Codified Laws § 47-1A-1202.6 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.6
Assets of direct or indirect consolidated subsidiary considered assets of parent corporation
Status: in_force

The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of §§ 47-1A-1202 to 47-1A-1202.6 , inclusive.

Source: SL 2005, ch 239, § 279.
S.D. Codified Laws § 47-22-19 — SD Code / Title 47 / Chapter 22 / Section 47-22-19
Articles of amendment--Contents of articles
Status: in_force

An original and an exact or conforming copy of the articles of amendment shall be executed by the chairman of the board of directors, by the corporation's president, or by another of its officers or, if the corporation has not been formed, by an incorporator, and shall set forth:

(1) The name of the corporation;

(2) The amendment so adopted;

(3) If there are members entitled to vote thereon:

(a) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority 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;

(4) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 37; SL 1989, ch 393, § 6; SL 1990, ch 367, § 15.
S.D. Codified Laws § 47-28-6 — SD Code / Title 47 / Chapter 28 / Section 47-28-6
Filing fees
Status: in_force

The secretary of state shall charge and collect fees for:

(1) Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars;

(2) Filing articles of amendment and issuing a certificate of amendment, fifteen dollars;

(3) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, fifteen dollars;

(4) Filing articles of dissolution, five dollars;

(5) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, one hundred twenty-five dollars;

(6) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars;

(7) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, five dollars;

(8) Filing any other statement or report, including an annual report, of a foreign corporation, ten dollars;

(9) Filing an annual report of a domestic nonprofit corporation under chapter 47-24 , ten dollars;

(10) Filing a petition for reinstatement and issuing a certificate of reinstatement, thirty dollars; and

(11) Filing a notice of sale, transfer, or merger, fifteen dollars.

Source: SL 1965, ch 24, § 85; SL 1967, ch 14, § 5; SL 1978, ch 339, § 3; SL 1982, ch 321, § 2; SL 1989, ch 393, § 46; SL 2003, ch 8, § 19; SL 2008, ch 275, § 72; SL 2009, ch 4, § 15; SL 2025, ch 189, § 3.
S.D. Codified Laws § 47-23-13 — SD Code / Title 47 / Chapter 23 / Section 47-23-13
Board of directors--Qualifications of directors
Status: in_force

Except as authorized by § 47-23-22 , the affairs of a corporation shall be managed by a board of directors. Directors need not be members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

Source: SL 1965, ch 24, § 19; SL 1989, ch 394, § 1; SL 2016, ch 221, § 10.
S.D. Codified Laws § 47-1A-803 — SD Code / Title 47 / Chapter 1A / Section 47-1A-803
Number and election of directors
Status: in_force

A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under § 47-1A-806 .

Source: SL 2005, ch 239, § 138.
S.D. Codified Laws § 47-14A-41 — SD Code / Title 47 / Chapter 14A / Section 47-14A-41
Powers of trust series managers upon dissolution of series--Liability
Status: in_force

Upon dissolution of a series of a business trust, the persons who under the governing instrument of the business trust are responsible for winding up such series affairs may, in the name of the business trust and for and on behalf of the business trust and such series, take all actions with respect to the series as are permitted under § 47-14A-38 and shall provide for the claims and obligations of the series and distribute the assets of the series as provided under § 47-14A-39 . Any person, including any trustee, who under the governing instrument is responsible for winding up such series affairs who has complied with § 47-14A-39 is not personally liable to the claimants of the dissolved series by reason of such person's actions in winding up the series.

Source: SL 2001, ch 245, § 41.
S.D. Codified Laws § 47-11F-15 — SD Code / Title 47 / Chapter 11F / Section 47-11F-15
Corporate policies and actions to adhere to standards of professional conduct--Violations reported to licensing board--Board to have access to records
Status: in_force

No professional corporation may adopt, implement, or follow a policy, procedure, or practice, which would give any licensing board having jurisdiction grounds for disciplinary action, cause a violation of professional ethics, or cause a violation of the professional duty to use due care, against a shareholder or professional employee who follows, agrees to, or acquiesces in the policy, procedure, or practice. Any licensing board having jurisdiction shall be notified of any practice or policy adopted by the professional corporation that violates any provision of this chapter. Any dissension or deadlock resulting in a corporate policy or action violating the terms of this chapter shall be reported to any licensing board having jurisdiction. Any licensing board having jurisdiction shall have access to any business records and any patient records relevant to the actions of its respective licensee.

Source: SL 2000, ch 219, § 15.
S.D. Codified Laws § 47-34A-404.2 — SD Code / Title 47 / Chapter 34A / Section 47-34A-404.2
Classes and voting
Status: in_force

Nothing in this chapter prohibits the articles of organization from establishing classes or groups of one or more members having certain expressed relative rights, powers, or duties, including voting rights and the articles of organization may provide for the future creation, in the manner provided in the articles of organization, of additional classes or groups of members having certain relative rights, powers, or duties, including voting rights, expressed either in the regulations or at the time of creation. The rights, powers, or duties of a class or group may be senior to those of one or more existing classes or groups of members.

Source: SL 1998, ch 272, § 404.2.
S.D. Codified Laws § 47-23-17 — SD Code / Title 47 / Chapter 23 / Section 47-23-17
Classes of directors--Term of office
Status: in_force

Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified.

Source: SL 1965, ch 24, § 20.
S.D. Codified Laws § 47-26-6 — SD Code / Title 47 / Chapter 26 / Section 47-26-6
Plan for distribution of assets--Adoption of plan
Status: in_force

A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28 , inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by §§ 47-26-7 and 47-26-8 .

Source: SL 1965, ch 24, § 49.
S.D. Codified Laws § 47-1A-1007 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1007
Restated articles of incorporation--Adoption
Status: in_force

A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in § 47-1A-1003 . Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

Source: SL 2005, ch 239, § 241.
S.D. Codified Laws § 47-25-12 — SD Code / Title 47 / Chapter 25 / Section 47-25-12
Effective date of merger or consolidation
Status: in_force

Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected.

Source: SL 1965, ch 24, § 44.
S.D. Codified Laws § 47-25A-22 — SD Code / Title 47 / Chapter 25A / Section 47-25A-22
Abandonment of conversion of domestic business corporation to domestic nonprofit corporation
Status: in_force

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

Source: SL 2016, ch 221, § 37.
S.D. Codified Laws § 47-9A-18 — SD Code / Title 47 / Chapter 9A / Section 47-9A-18
Farming prohibited without certification by secretary of state
Status: in_force

No corporation shall commence farming in this state until the secretary of state has inspected the report required by § 47-9A-16 and certified that its proposed operations comply with the provisions of §§ 47-9A-16 and 47-9A-17 .

Source: SL 1974, ch 294, § 5.
S.D. Codified Laws § 47-14A-20 — SD Code / Title 47 / Chapter 14A / Section 47-14A-20
Beneficial owner's interest transferable
Status: in_force

A beneficial owner's beneficial interest in the business trust is freely transferable except to the extent otherwise provided in the governing instrument of the business trust.

Source: SL 2001, ch 245, § 20.
S.D. Codified Laws § 47-1A-1105.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1105.2
Provisions applicable to merger between parent and subsidiary
Status: in_force

Except as provided in §§ 47-1A-1105 and 47-1A-1105.1 , a merger between a parent and a subsidiary shall be governed by the provisions of §§ 47-1A-1101 to 47-1A-1108 , inclusive, applicable to mergers generally.

Source: SL 2005, ch 239, § 264.
S.D. Codified Laws § 47-28-5 — SD Code / Title 47 / Chapter 28 / Section 47-28-5
Appeal from order of circuit court--Procedure
Status: in_force

Appeals from all final orders and judgments entered by the circuit court under § 47-28-3 or 47-28-4 in review of any ruling or decision of the secretary of state may be taken as in other civil actions.

Source: SL 1965, ch 24, § 92.
S.D. Codified Laws § 47-1A-1202.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.2
Meeting of shareholders to consider disposition--Notice
Status: in_force

If a disposition is required to be approved by the shareholders under § 47-1A-1202 , and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.

Source: SL 2005, ch 239, § 275.
S.D. Codified Laws § 47-15-32 — SD Code / Title 47 / Chapter 15 / Section 47-15-32
Powers of cooperatives--Investments and lending
Status: in_force

Unless otherwise provided by its articles, a cooperative may invest its funds, lend money for its purposes, and hold any property as security for repayment.

Source: SDC 1939, § 11.1103 (6) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-724 — SD Code / Title 47 / Chapter 1A / Section 47-1A-724
Corporation's acceptance of votes
Status: in_force

If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;

(5) Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

Source: SL 2005, ch 239, § 106.
S.D. Codified Laws § 47-9A-3 — SD Code / Title 47 / Chapter 9A / Section 47-9A-3
Corporate farming and acquisition of interest in farm real estate prohibited
Status: in_force

Except as provided herein, no foreign or domestic corporation may engage in farming; nor may any foreign or domestic corporation, directly or indirectly, own, acquire, or otherwise obtain an interest, whether legal, beneficial or otherwise, in any title to real estate used for farming or capable of being used for farming in this state.

Source: SL 1974, ch 294, § 4; SL 1991, ch 377, § 2.
S.D. Codified Laws § 47-21-19 — SD Code / Title 47 / Chapter 21 / Section 47-21-19
Provisions of bylaws
Status: in_force

The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. 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: SL 1947, ch 33, § 8; SDC Supp 1960, § 11.2208; SL 2000, ch 220, § 4.
S.D. Codified Laws § 47-18-25 — SD Code / Title 47 / Chapter 18 / Section 47-18-25
Court supervision of trustee
Status: in_force

Any trustee mentioned in § 47-18-23 may at any time make application to the proper circuit court for supervision of liquidation pursuant to §§ 47-18-17 to 47-18-22 , inclusive.

Source: SDC 1939, § 11.1146 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-10-19 — SD Code / Title 47 / Chapter 10 / Section 47-10-19
Nonstockholder members--Right to withdraw--Conditions
Status: in_force

Upon written notice given sixty days in advance, a nonstockholder member of a business development credit corporation may withdraw from such membership at the expiration date of such notice and after said expiration date shall cease to exercise any of the powers and privileges incidental to such membership and shall be free of any obligations in connection therewith except those obligations which have accrued or for which commitments have been made before said expiration date.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (c).
S.D. Codified Laws § 47-14A-3 — SD Code / Title 47 / Chapter 14A / Section 47-14A-3
Obligation of beneficial owner--Cash value of contribution as option in addition to other remedies
Status: in_force

Except as provided in the governing instrument, a beneficial owner is obligated to the business trust to perform any promise to contribute cash, property, or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the business trust to contribute cash equal to that portion of the agreed value, as stated in the records of the business trust, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the business trust may have against such beneficial owner under the governing instrument of applicable law.

Source: SL 2001, ch 245, § 3.
S.D. Codified Laws § 47-1A-863.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-863.2
Notice by director of all shares beneficially owned or voting of which is controlled by director or relative
Status: in_force

For purposes of compliance with § 47-1A-863 , a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other office or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.

Source: SL 2005, ch 239, § 192.
S.D. Codified Laws § 47-1A-1406.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1406.1
Bar on known claims against dissolved corporation
Status: in_force

A claim against the dissolved corporation is barred:

(1) If a claimant who was given written notice under § 47-1A-1406 does not deliver the claim to the dissolved corporation by the deadline; or

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

Source: SL 2005, ch 239, § 319.
S.D. Codified Laws § 47-34A-1206 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1206
Fees
Status: in_force

(a) For amending or restating the articles of organization in the case of a domestic limited liability company, a filing fee of sixty dollars. For amending the certificate of authority in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars;

(b) For filing articles of termination, ten dollars;

(c) For filing articles of merger, sixty dollars;

(d) For filing a statement of dissociation, ten dollars;

(e) For filing an application to reserve a name, twenty-five dollars;

(f) For issuing a certificate of existence, twenty dollars;

(g) For filing an application for registration of name, twenty-five dollars;

(h) For filing an annual renewal of registration, a limited liability company which has in effect a registration of its name, may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of fifteen dollars. A renewal application may be filed between the first day of October and the thirty-first day of December in each year and shall extend the registration for the following year. 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;

(i) For acting as agent for service of process the secretary of state shall charge and collect at the time of such service thirty dollars which may be recoverable as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action;

(j) For filing articles of domestication, one hundred fifty dollars;

(k) For filing articles of organization surrender, one hundred fifty dollars;

(l) For filing a plan of conversion, one hundred fifty dollars;

(m) For amending or restating the articles of organization in the case of a domestic limited liability company or for filing an application to amend or restate the certificate of authority in the case of a foreign limited liability company, where the amendment contains a notice that the limited liability company is authorized to establish one or more series, a filing fee of one hundred ten dollars;

(n) For filing an application for a certificate of designation, fifty dollars.

Source: SL 1998, ch 272, § 1206; SL 2003, ch 8, § 25; SL 2004, ch 279, § 3; SL 2008, ch 275, § 88; SL 2009, ch 4, § 20; SL 2010, ch 218, § 15; SL 2012, ch 222, § 17; SL 2020, ch 200, § 11, eff. Nov. 15, 2020.
S.D. Codified Laws § 47-11C-1 — SD Code / Title 47 / Chapter 11C / Section 47-11C-1
Podiatric corporations and limited liability companies authorized
Status: in_force

One or more podiatrists may form professional corporations for the practice of podiatry under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter.

Podiatrists may form professional limited liability companies for the practice of podiatry under the South Dakota Limited Liability Company Act, as amended, providing that such limited liability companies are organized and operated in accordance with the provisions of this chapter.

Source: SL 1977, ch 384, § 1; SL 1993, ch 344, § 39K.
S.D. Codified Laws § 47-1A-1423 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1423
Appeal from denial of reinstatement
Status: in_force

If the Office of the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Office of the Secretary of State shall serve the corporation with a written notice that explains the reason or reasons for denial.

The corporation may appeal the denial of reinstatement to the circuit court within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Office of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Office of the Secretary of State's notice of denial.

The court may summarily order the Office of the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.

Source: SL 2005, ch 239, § 330; SL 2008, ch 275, § 44.
S.D. Codified Laws § 47-13-14 — SD Code / Title 47 / Chapter 13 / Section 47-13-14
Notice and hearing required--Contents of notice
Status: in_force

Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor, and shall be given a public hearing by the Board of Veterinary Medical Examiners with the right to produce testimony concerning the charges made. The notice shall also state the place and date of the hearing which shall be at least five days after service of said notice.

Source: SL 1964, ch 20, § 11.
S.D. Codified Laws § 47-11G-5 — SD Code / Title 47 / Chapter 11G / Section 47-11G-5
Shareholders—Requirements
Status: in_force

All shareholders of a corporation formed pursuant to this chapter must be persons duly licensed by this state and actively engaged in the practice of physical therapy, occupational therapy, or speech-language pathology and must, at all times, own their shares in their own right.

A revocable trust may be a shareholder in a corporation organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a shareholder. 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.

Any shareholder who ceases to be an eligible shareholder must dispose of all shares either to the corporation or to a person who is qualified to be a shareholder.

Source: SL 2022, ch 167, § 5.
S.D. Codified Laws § 47-33-6 — SD Code / Title 47 / Chapter 33 / Section 47-33-6
Right to sue
Status: in_force

An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter.

Source: SL 1990, ch 369, § 106.
S.D. Codified Laws § 47-26-40 — SD Code / Title 47 / Chapter 26 / Section 47-26-40
Dissolution by expiration of period of duration--Extension of period of duration
Status: in_force

If a corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time within two years after the date of such dissolution so as to extend its period of duration. Such amendment shall be considered to be a petition for reinstatement under § 47-24-14 .

Source: SL 1965, ch 24, § 64; SL 1989, ch 393, § 33.
S.D. Codified Laws § 47-9A-21 — SD Code / Title 47 / Chapter 9A / Section 47-9A-21
Attorney general to prosecute violations--Order of court declaring violation
Status: in_force

If the attorney general has reason to believe that a corporation is in violation of this chapter, he shall commence an action in the circuit court for the county in which any agricultural lands relative to such violation are situated, or if situated in two or more counties, in any county in which a substantial part of the lands are situated. If the court finds that the lands in question are being held in violation of this chapter, it shall enter an order so declaring.

Source: SL 1974, ch 294, § 8.
S.D. Codified Laws § 47-27-36 — SD Code / Title 47 / Chapter 27 / Section 47-27-36
Notice and procedure for revocation--Time for notice--Corrective action by corporation
Status: in_force

No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:

(1) He shall have given the corporation not less than sixty days' notice thereof by mail addressed to its registered office in this state; and

(2) The corporation shall fail prior to revocation to file such annual report, or pay such fees or penalties, or file the required statement or change of registered agent, or file such articles of amendment or articles of merger, or correct such misrepresentation.

Source: SL 1965, ch 24, § 80.
S.D. Codified Laws § 47-1A-851.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-851.1
Prohibited indemnification--Exception
Status: in_force

Unless ordered by a court under subdivision 47-1A-854(3), a corporation may not indemnify a director:

(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under § 47-1A-851 ; or

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

Source: SL 2005, ch 239, § 173.
S.D. Codified Laws § 47-16-34 — SD Code / Title 47 / Chapter 16 / Section 47-16-34
Definition of transfers and transferors
Status: in_force

As used in § 47-16-33 :

(1) "Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his authorized agent, legal representative, or successor to his interest by operation of law;

(2) "Transfer" includes a redemption or recall of stock;

(3) "Wrongful transfer" means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor's fiduciary duty.

Source: SDC 1939, § 11.1122 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-71 — SD Code / Title 47 / Chapter 22 / Section 47-22-71
Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors
Status: in_force

Notwithstanding § 47-22-69 , the fact that a corporation was without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.

Source: SL 1965, ch 24, § 6 (2).
S.D. Codified Laws § 47-11F-7 — SD Code / Title 47 / Chapter 11F / Section 47-11F-7
Amending certificate upon change of location or ownership--Certificates not assignable
Status: in_force

An application for an amended certificate of registration shall be filed with any boards having jurisdiction of the professional corporation any time the location or ownership of the professional corporation changes. The respective boards shall investigate the corporation to determine whether it continues to meet the requirements of this chapter. Certificates of registration are not assignable.

Source: SL 2000, ch 219, § 7.
S.D. Codified Laws § 47-9A-12 — SD Code / Title 47 / Chapter 9A / Section 47-9A-12
Land acquired for nonfarming uses exempt--Acreage allowed--Restrictions on farming pending development
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural land acquired by a corporation other than a family farm corporation or authorized farm corporation for immediate or potential use in nonfarming purposes. A corporation may hold such agricultural land in such acreage or such form of ownership as may be necessary to its nonfarm business operation. However, pending the development of agricultural land for nonfarm purposes, such land may not be used for farming except under lease to a family farm unit, a family farm corporation or an authorized farm corporation, or except when controlled through ownership, options, leaseholds or other agreements by a corporation which has entered into an agreement with the United States of America pursuant to the New Community Act of 1968, (Title IV of the Housing and Urban Development Act of 1968, 42 U.S.C. 3901-3914), as amended, or a subsidiary or assign of such a corporation.

Source: SL 1974, ch 294, § 4 (8); SL 2004, ch 277, § 10.
S.D. Codified Laws § 47-14A-95 — SD Code / Title 47 / Chapter 14A / Section 47-14A-95
Construction
Status: in_force

The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this section.

It is the policy of this section to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.

Source: SL 2001, ch 245, § 95.
S.D. Codified Laws § 47-1A-1521 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1521
Automatic withdrawal upon certain conversions
Status: in_force

A foreign business corporation authorized to transact business in this state that converts to any form of domestic filing entity shall be deemed to have withdrawn on the effective date of the conversion.

Source: SL 2005, ch 239, § 364.
S.D. Codified Laws § 47-1A-1105 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1105
Merger between parent and subsidiary or between subsidiaries
Status: in_force

A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.

Source: SL 2005, ch 239, § 262.
S.D. Codified Laws § 47-1A-950.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950.2
Domestic unincorporated entity to become domestic business corporation
Status: in_force

A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in §§ 47-1A-950 to 47-1A-956 , inclusive, and §§ 47-1A-1301 to 47-1A-1331.2 , inclusive. Without limiting the provisions of this section, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion is subject to §§ 47-1A-950.4 and 47-1A-952 . For purposes of applying §§ 47-1A-950 to 47-1A-956 , inclusive and §§ 47-1A-1301 to 47-1A-1331.2 , inclusive:

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

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

Source: SL 2005, ch 239, § 217.
S.D. Codified Laws § 47-1A-920.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920.5
Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication
Status: in_force

If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July 1, 2005, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.

Source: SL 2005, ch 239, § 201.
S.D. Codified Laws § 47-15-38 — SD Code / Title 47 / Chapter 15 / Section 47-15-38
Powers of cooperatives--Cessation of activities
Status: in_force

Unless otherwise provided by its articles, a cooperative may cease its activities and surrender its franchise.

Source: SDC 1939, § 11.1103 (12) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1434.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.4
Order directing purchase of shares--Terms and conditions--Fees and expenses
Status: in_force

Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes may not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest may be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subsections 47-1A-1430(2)(b) or (2)(d), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by the petitioner.

Source: SL 2005, ch 239, § 342.
S.D. Codified Laws § 47-22-64 — SD Code / Title 47 / Chapter 22 / Section 47-22-64
Powers of corporation--Donations--Wartime donations
Status: in_force

Each corporation shall have power to make donations for the public welfare or for charitable, scientific, or educational purposes; and in time of war to make donations in aid of war activities.

Source: SL 1965, ch 24, § 5 (13).
S.D. Codified Laws § 47-1A-951.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-951.2
Terms of plan of entity conversion dependent on extrinsic facts
Status: in_force

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

Source: SL 2005, ch 239, § 223.
S.D. Codified Laws § 47-13B-5.1 — SD Code / Title 47 / Chapter 13B / Section 47-13B-5.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 10.
S.D. Codified Laws § 47-11E-19 — SD Code / Title 47 / Chapter 11E / Section 47-11E-19
Effect of act
Status: in_force

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

Source: SL 1996, ch 228, § 19.
S.D. Codified Laws § 47-19-1 — SD Code / Title 47 / Chapter 19 / Section 47-19-1
Authorization to do business locally--Certificate of authority
Status: in_force

A foreign cooperative is authorized to do business in this state upon issuance of a certificate of authority to that effect by the secretary of state.

Source: SDC 1939, § 11.1149 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11B-4 — SD Code / Title 47 / Chapter 11B / Section 47-11B-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 1972, ch 249, § 4.
S.D. Codified Laws § 47-21-34 — SD Code / Title 47 / Chapter 21 / Section 47-21-34
Rights of creditors and lienors unaffected by consolidation or merger
Status: in_force

Neither the rights of creditors nor any liens upon the property of any of the consolidating or merging cooperatives shall be impaired by such consolidation or merger.

Source: SL 1947, ch 33, § 19; SDC Supp 1960, § 11.2219 (4).
S.D. Codified Laws § 47-34A-403 — SD Code / Title 47 / Chapter 34A / Section 47-34A-403
Member's and manager's rights to payments and reimbursement
Status: in_force

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

(b) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.

(c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) constitutes a loan to the company upon which interest accrues from the date of the payment or advance.

(d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

(e) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.

Source: SL 1998, ch 272, § 403; SL 2013, ch 233, § 9.
S.D. Codified Laws § 47-26-27 — SD Code / Title 47 / Chapter 26 / Section 47-26-27
Proper parties to action
Status: in_force

It shall not be necessary to make directors or members parties to any action or proceedings under §§ 47-26-22 to 47-26-25 , inclusive, unless relief is sought against them personally.

Source: SL 1965, ch 24, § 56.
S.D. Codified Laws § 47-31B-402 — SD Code / Title 47 / Chapter 31B / Section 47-31B-402
Agent registration requirement and exemptions
Status: in_force

(a) Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b).

(b) Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a):

(1) An individual who represents a broker - dealer in effecting transactions in this state limited to those described in Section 15(h)(2) of the Securities Exchange Act of 1934 (15 U.S.C. § 78(o)(2));

(2) An individual who represents a broker - dealer that is exempt under § 47-31B-401(b) or (d);

(3) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(4) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by § 47-31B-202 , other than § 47-31B-202(11) and (14);

(5) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under Section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(3) or 77r(b)(4)(D)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(6) An individual who represents a broker - dealer registered in this state under § 47-31B-401(a) or exempt from registration under § 47-31B-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars acting for the account of others pursuant to discretionary authority in a signed record;

(7) An individual who represents an issuer in connection with the purchase of the issuer's own securities;

(8) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or

(9) Any other individual exempted by rule adopted or order issued under this chapter.

(c) Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker - dealer registered under this chapter or an issuer that is offering, selling, or purchasing its securities in this state.

(d) Limit on employment or association. It is unlawful for a broker - dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker - dealers or issuers unless the agent is registered under subsection (a) or exempt from registration under subsection (b).

(e) Limit on affiliations. An individual may not act as an agent for more than one broker - dealer or one issuer at a time, unless the broker - dealer or the issuer for which the agent acts are affiliated by direct or indirect common control or are authorized by rule or order under this chapter.

Source: SL 2004, ch 278, § 18.
S.D. Codified Laws § 47-1A-842.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-842.2
Liability of officer
Status: in_force

An officer is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with §§ 47-1A-842 and 47-1A-842.1 . Whether an officer who does not comply with this section is liable depends in such instance on applicable law, including those principles of §§ 47-1A-831 to 47-1A-831.2 , inclusive, that have relevance.

Source: SL 2005, ch 239, § 168.
S.D. Codified Laws § 47-29-8 — SD Code / Title 47 / Chapter 29 / Section 47-29-8
Transfer of lot to individual owner for burial--Succession to ownership of lot--Joint owners
Status: in_force

Whenever an interment is made in any cemetery lot transferred to an individual owner by the corporation, the same thereby becomes forever inalienable while any person is buried therein and descends in regular line of succession to the heirs - at - law of the owner, but any one or more of such heirs or any other joint owners may release to each other his or their interest in the same.

Source: SDC 1939, § 11.1905.
S.D. Codified Laws § 47-10-15 — SD Code / Title 47 / Chapter 10 / Section 47-10-15
First annual meeting--Conditions--Subsequent annual meetings
Status: in_force

The first annual meeting of a business development credit corporation shall occur at a date to be fixed by the board of directors as soon as reasonably possible after a minimum of twenty - five percent of the capital stock of the corporation is paid into its treasury and a minimum of ten stockholder members of the corporation have qualified as provided in § 47-10-16 ; and such annual meeting and subsequent annual meetings shall be called and the directors shall be elected in the manner provided in the bylaws.

Source: SL 1957, ch 314, § 4; SDC Supp 1960, § 55.6004.
S.D. Codified Laws § 47-29-21 — SD Code / Title 47 / Chapter 29 / Section 47-29-21
Authorization to hold personal property
Status: in_force

A cemetery corporation may hold such personal property as the legitimate and necessary purposes of the corporation may require.

Source: SDC 1939, § 11.1906; SL 1949, ch 24; SL 1955, ch 16.
S.D. Codified Laws § 47-11F-11 — SD Code / Title 47 / Chapter 11F / Section 47-11F-11
Corporate name
Status: in_force

The corporate name of a corporation formed pursuant to this chapter shall end with the words, Professional Corporation, or the abbreviation, P.C. or PC, or the word, Limited, or the abbreviation, Ltd. The name of any limited liability company shall end with the words, Professional Limited Liability Company, or the abbreviation, Prof. L.L.C., Prof. LLC, P.L.L.C., or PLLC, or the words, Limited Liability Company, or the abbreviation, L.L.C. or LLC. The name of any limited liability partnership shall end with the words, Professional Limited Liability Partnership, or the abbreviation, P.L.L.P. or PLLP, or the words, Limited Liability Partnership, or the abbreviation, L.L.P. or LLP.

Source: SL 2000, ch 219, § 11; SL 2020, ch 197, § 7.
S.D. Codified Laws § 47-22-12 — SD Code / Title 47 / Chapter 22 / Section 47-22-12
Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation
Status: in_force

One original and one exact or conforming copy of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, when all fees have been paid as prescribed in chapter 47-28 , he shall:

(1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing;

(2) File the original in his office; and

(3) Issue a certificate of incorporation to which he shall affix the copy.

The certificate of incorporation, together with the copy of the articles of incorporation affixed thereto, shall be returned to the incorporators or their representative.

Source: SL 1965, ch 24, § 32; SL 1989, ch 393, § 5.
S.D. Codified Laws § 47-15-40 — SD Code / Title 47 / Chapter 15 / Section 47-15-40
Promotion expenses--Commissions on stock sales--Limitations
Status: in_force

No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of ten percent of the paid - up capital stock or membership fees. No commission or expenses shall be paid on the sale of stock in excess of ten percent of the par value thereof.

Source: SDC 1939, § 11.1112 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-744.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744.5
Appointment of panel to make determination--Burden of proof
Status: in_force

The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of § 47-1A-744 have not been met.

Source: SL 2005, ch 239, § 132.
S.D. Codified Laws § 47-1A-1502 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1502
Consequences of transacting business without authority
Status: in_force

A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

Source: SL 2005, ch 239, § 348.
S.D. Codified Laws § 47-9A-20 — SD Code / Title 47 / Chapter 9A / Section 47-9A-20
Corporation failing to file or filing false report--Civil fine
Status: in_force

Any corporation which fails to file any report required by this chapter or intentionally files false information on any report required by this chapter is subject to a civil fine of not more than one thousand dollars.

Source: SL 1974, ch 294, § 7; SL 1983, ch 15, § 31; SL 1983, ch 331, § 3.
S.D. Codified Laws § 47-14A-8 — SD Code / Title 47 / Chapter 14A / Section 47-14A-8
Usury not a defense against beneficial owner's obligation
Status: in_force

No obligation of a beneficial owner or trustee of a business trust to the business trust arising under the governing instrument or a separate agreement in writing, and no note, instrument or other writing evidencing any such obligation of a beneficial owner or trustee, is subject to the defense of usury, and no beneficial owner or trustee may interpose the defense of usury with respect to any such obligation in any action.

Source: SL 2001, ch 245, § 8.
S.D. Codified Laws § 47-1A-922.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-922.1
Articles of charter surrender--Filing and effectiveness
Status: in_force

The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§ 47-1A-123 and 47-1A-123.1 .

Source: SL 2005, ch 239, § 208.
S.D. Codified Laws § 47-1A-850 — SD Code / Title 47 / Chapter 1A / Section 47-1A-850
Subpart definitions
Status: in_force

Terms used in §§ 47-1A-850 to 47-1A-859 , inclusive, mean:

(1) "Corporation," includes any domestic or foreign predecessor entity of a corporation in a merger;

(2) "Director" or "officer," an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if any duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. The term, director or officer, includes, unless the context requires otherwise, the estate or personal representative of a director or officer;

(3) "Disinterested director," a director who, at the time of a vote referred to in § 47-1A-853.1 or a vote or selection referred to in § 47-1A-856 , is not a party to the proceeding, or an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made;

(4) "Expenses," includes counsel fees;

(5) "Liability," the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;

(6) "Official capacity," when used with respect to a director, the office of director in a corporation; and when used with respect to an officer, as contemplated in § 47-1A-856 , the office in a corporation held by the officer. Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity;

(7) "Party," an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding;

(8) "Proceeding," any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.

Source: SL 2005, ch 239, § 171.
S.D. Codified Laws § 47-11-11 — SD Code / Title 47 / Chapter 11 / Section 47-11-11
Certificate not assignable
Status: in_force

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

Source: SL 1961, ch 29, § 9.
S.D. Codified Laws § 47-27-33 — SD Code / Title 47 / Chapter 27 / Section 47-27-33
Endorsement and filing by secretary of state--Issuance of certificate of withdrawal
Status: in_force

The original application for withdrawal shall be delivered to the secretary of state. 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. If the secretary of state finds that such application conforms to the provisions of this chapter, when all fees have been paid as prescribed in chapter 47-28 , the secretary of state shall:

(1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing;

(2) File the original in his office; and

(3) Issue a certificate of withdrawal to which he shall affix the copy.

The certificate of withdrawal, together with the copy of the application for withdrawal affixed, shall be returned to the corporation or its representative.

Source: SL 1965, ch 24, § 79; SL 1989, ch 393, § 44; SL 2012, ch 222, § 11.
S.D. Codified Laws § 47-11D-11 — SD Code / Title 47 / Chapter 11D / Section 47-11D-11
Change of location--Amending certificate
Status: in_force

In the event of a change of location of the registered corporation, the board in accordance with its rules shall amend the certificate of registration so that it shall apply to the new location. The board may promulgate rules pursuant to chapter 1-26 for the amending of a certificate.

Source: SL 1993, ch 337, § 11.
S.D. Codified Laws § 47-21-66 — SD Code / Title 47 / Chapter 21 / Section 47-21-66
Powers of cooperative--Construction and maintenance of facilities on public lands
Status: in_force

A cooperative may construct, maintain, and operate transmission and distribution lines along, upon, under, and across publicly owned lands and public thoroughfares, including all roads, highways, streets, alleys, bridges, and causeways.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (8); SL 1994, ch 349, § 3.
S.D. Codified Laws § 47-26-34 — SD Code / Title 47 / Chapter 26 / Section 47-26-34
Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.

Source: SL 1965, ch 24, § 59.
S.D. Codified Laws § 47-34A-1206.1 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1206.1
Filing of documents with secretary of state
Status: in_force

Delivery of documents 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 2013, ch 233, § 45.
S.D. Codified Laws § 47-1A-1604.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1604.1
Court-ordered inspection of other records
Status: in_force

If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with §§ 47-1A-1602.1 and 47-1A-1602.2 may apply to the circuit court in the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this section on an expedited basis.

Source: SL 2005, ch 239, § 379; SL 2008, ch 275, § 51.
S.D. Codified Laws § 47-21-21.2 — SD Code / Title 47 / Chapter 21 / Section 47-21-21.2
Indemnification of directors, officers, agents, and employees against liability under certain circumstances
Status: in_force

Except as otherwise provided in § 47-21-21.3 , a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee against liability incurred in the proceeding if the director, officer, agent, or employee:

(1) Acted in good faith; and

(2) Reasonably believed:

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

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

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

A cooperative may also, except as provided in § 47-21-21.3 , indemnify a director, officer, agent, or employee who is a party to a proceeding against liability incurred in the proceeding if the director, officer, agent, or employee engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

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

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

Source: SL 2007, ch 260, § 1; SL 2009, ch 232, § 1.
S.D. Codified Laws § 47-14B-3 — SD Code / Title 47 / Chapter 14B / Section 47-14B-3
Doing business in the state
Status: in_force

No person may be deemed to be doing business in the state solely by reason of being a trustee or a beneficial owner of a foreign business trust.

Source: SL 2001, ch 245, § 99.
S.D. Codified Laws § 47-20-15 — SD Code / Title 47 / Chapter 20 / Section 47-20-15
Registered office required
Status: in_force

Each corporation shall have and continuously maintain in this state a registered office which may be, but need not be, the same as its place of business.

Source: SL 1977, ch 381, § 2.
S.D. Codified Laws § 47-22-68.2 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.2
Restrictive provisions as to income and property deemed incorporated in foundation charter
Status: in_force

Any instrument creating a corporation which is a private foundation and any instrument governing the use, retention, or disposition by such corporation of any of its income or property shall be deemed to have incorporated within such instrument with the same effect as though such language were set forth verbatim in such instrument the provisions set forth in §§ 47-22-68.3 to 47-22-68.7 , inclusive, and except as the contrary is provided in §§ 47-22-68.8 and 47-22-68.9 , such provisions shall govern the corporation as to the use, retention, and disposition of its income and property irrespective of any provisions of any such instrument, statute, or other law of this state to the contrary.

Source: SL 1972, ch 244, § 2.
S.D. Codified Laws § 47-11G-3 — SD Code / Title 47 / Chapter 11G / Section 47-11G-3
Formation of corporation—Powers and privileges
Status: in_force

A corporation formed pursuant to this chapter may:

(1) Be organized for the purpose of conducting the practice of physical therapy, occupational therapy, or speech-language pathology, or any combination of such practices; and

(2) Exercise the powers and privileges conferred upon corporations by the laws of this state.

Source: SL 2022, ch 167, § 3.
S.D. Codified Laws § 47-11D-1 — SD Code / Title 47 / Chapter 11D / Section 47-11D-1
Formation of corporation or limited liability company authorized
Status: in_force

One or more physician assistants may form a professional corporation for practicing as physician's assistants under the South Dakota Business Corporation Act, if such corporations are organized and operated in accordance with the provisions of this chapter.

Physician's assistants may form a professional limited liability company under the South Dakota Limited Liability Company Act if the limited liability company is organized and operated in accordance with the provisions of this chapter. The articles of organization of the limited liability company shall contain provisions complying with the requirements of this chapter.

Source: SL 1993, ch 337, § 1; SL 2000, ch 222, § 5.
S.D. Codified Laws § 47-1A-732.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.2
Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement
Status: in_force

The existence of an agreement authorized by § 47-1A-732 shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by § 47-1A-626 . If, at the time of the agreement, the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this section. The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement is entitled to rescission of the purchase. A purchaser is deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this section and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this section must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares.

Source: SL 2005, ch 239, § 118.
S.D. Codified Laws § 47-11C-3.1 — SD Code / Title 47 / Chapter 11C / Section 47-11C-3.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 4.
S.D. Codified Laws § 47-21-84 — SD Code / Title 47 / Chapter 21 / Section 47-21-84
Application of South Dakota's Public Communications Network Infrastructure
Status: in_force

The provisions of §§ 49-31-60 and 49-31-61 apply to all cooperatives organized under this chapter.

Source: SL 1997, ch 258, § 3.
S.D. Codified Laws § 47-10-11 — SD Code / Title 47 / Chapter 10 / Section 47-10-11
Directors--Number and term of office
Status: in_force

The corporate powers of any business development credit corporation shall be exercised by a board of directors. The number of directors and their term of office shall be determined in a manner prescribed in the bylaws. At no time shall there be less than five directors. The initial board of directors shall consist of the incorporators and they shall serve until the first annual meeting.

Source: SL 1957, ch 314, § 4; SDC Supp 1960, § 55.6004.
S.D. Codified Laws § 47-1A-202.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-202.1
Articles of incorporation--Optional provisions
Status: in_force

The articles of incorporation may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions not inconsistent with law regarding:

(a) The purpose or purposes for which the corporation is organized;

(b) Managing the business and regulating the affairs of the corporation;

(c) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(d) A par value for authorized shares or classes of shares; and

(e) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;

(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled; an intentional infliction of harm on the corporation or the shareholders; a violation of § 47-1A-833 ; or an intentional violation of criminal law;

(5) A provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision 47-1A-850(5), to any person for any action taken, or any failure to take any action, as a director, except liability for receipt of a financial benefit to which the director is not entitled; an intentional infliction of harm on the corporation or its shareholders; a violation of § 47-1A-833.1 ; or an intentional violation of criminal law; and

(6) Any provision limiting or denying preemptive rights to acquire additional or treasury shares of the corporation.

Source: SL 2005, ch 239, § 29.
S.D. Codified Laws § 47-14A-74 — SD Code / Title 47 / Chapter 14A / Section 47-14A-74
Complaint to specify efforts to secure action by trustees
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.

Source: SL 2001, ch 245, § 74.
S.D. Codified Laws § 47-23-4 — SD Code / Title 47 / Chapter 23 / Section 47-23-4
Annual members' meeting--Time and place--Failure to hold meeting
Status: in_force

An annual meeting of the members of a corporation shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location and may instead be held by any means of electronic communication which allows the members to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

Source: SL 1965, ch 24, § 15; SL 2016, ch 221, § 6.
S.D. Codified Laws § 47-11D-23 — SD Code / Title 47 / Chapter 11D / Section 47-11D-23
Application of private corporations law
Status: in_force

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

Source: SL 1993, ch 337, § 23.
S.D. Codified Laws § 47-25-9 — SD Code / Title 47 / Chapter 25 / Section 47-25-9
Abandonment of merger or consolidation plan
Status: in_force

After approval of a plan of merger or consolidation pursuant to § 47-25-7 or 47-25-8 and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

Source: SL 1965, ch 24, § 42.
S.D. Codified Laws § 47-11G-10 — SD Code / Title 47 / Chapter 11G / Section 47-11G-10
Standards of professional conduct--Compliance--Discipline
Status: in_force

The corporation may not do anything which, if done by a physical therapist, occupational therapist, or speech-language pathologist, would violate the standards of conduct established for those professions.

Nothing in this chapter diminishes or changes the obligation of each physical therapist, occupational therapist, or speech-language pathologist to conduct his or her practice in accordance with the professional standards established by the respective licensing boards.

Source: SL 2022, ch 167, § 10.
S.D. Codified Laws § 47-26-31 — SD Code / Title 47 / Chapter 26 / Section 47-26-31
Expenses of liquidation--Compensation of receiver--Attorneys' fees
Status: in_force

The court in proceedings to liquidate the assets and affairs of a corporation shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.

Source: SL 1965, ch 24, § 57.
S.D. Codified Laws § 47-11D-4 — SD Code / Title 47 / Chapter 11D / Section 47-11D-4
Death of shareholders--Computation of book value
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 1993, ch 337, § 4.
S.D. Codified Laws § 47-1A-1107.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1107.4
Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange
Status: in_force

The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger or share exchange shall be as follows:

(1) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange;

(2) The person does not have owner liability under the organic law of the entity in which the person was a shareholder or interest holder prior to the merger or share exchange for any debt, obligation, or liability that arises after the effective time of the articles of merger or share exchange;

(3) The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred;

(4) The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred.

Source: SL 2005, ch 239, § 270.
S.D. Codified Laws § 47-30-12 — SD Code / Title 47 / Chapter 30 / Section 47-30-12
Presence of director at meeting as concurrence--Written dissent--Procedure
Status: in_force

Every director of a corporation, who is present at a meeting of the directors at which any act, proceeding, or omission of such directors in violation of this chapter occurs, is deemed to have concurred therein, unless he at the time causes, or in writing requires, his dissent therefrom to be entered in the minutes of the directors, or if absent from such meeting and the record of such violation appears on the record or minutes of the board of directors and he remains a director for six months thereafter without causing, or in writing requiring his dissent from such violation to be entered in the minutes of the directors.

Source: SDC 1939, § 13.4316.
S.D. Codified Laws § 47-1A-823 — SD Code / Title 47 / Chapter 1A / Section 47-1A-823
Waiver of notice
Status: in_force

A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Source: SL 2005, ch 239, § 150.
S.D. Codified Laws § 47-11A-2 — SD Code / Title 47 / Chapter 11A / Section 47-11A-2
Purpose of corporation
Status: in_force

A corporation formed under § 47-11A-1 shall be organized solely for the purpose of conducting the practice of chiropractic only through persons qualified to practice chiropractic in the State of South Dakota.

Source: SL 1970, ch 258, § 1 (2).
S.D. Codified Laws § 47-1A-401.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-401.2
Corporate name--Application to use name not distinguishable from specified names--Authorization
Status: in_force

A corporation may apply to the Office of the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Office of the Secretary of State from one or more of the names described in § 47-1A-401.1 . The Office of the Secretary of State shall authorize use of the name applied for if:

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

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

Source: SL 2005, ch 239, § 43.
S.D. Codified Laws § 47-11B-5 — SD Code / Title 47 / Chapter 11B / Section 47-11B-5
Contracts for personal services with licensed optometrists
Status: in_force

Notwithstanding any provision of statute to the contrary, any corporation formed pursuant to this chapter may enter into contracts for personal services with persons registered pursuant to chapter 36-7 for such duration as is agreed to between the parties and persons so registered may enter into contracts with corporations formed under this chapter.

Source: SL 1972, ch 249, § 5.
S.D. Codified Laws § 47-14A-51 — SD Code / Title 47 / Chapter 14A / Section 47-14A-51
Execution of certificate by trustee constitutes oath as to truth of contents
Status: in_force

The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the trustee's knowledge and belief, the facts stated therein are true.

Source: SL 2001, ch 245, § 51.
S.D. Codified Laws § 47-1A-631 — SD Code / Title 47 / Chapter 1A / Section 47-1A-631
Corporation's acquisition of its own shares
Status: in_force

A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.

Source: SL 2005, ch 239, § 79.
S.D. Codified Laws § 47-18-16 — SD Code / Title 47 / Chapter 18 / Section 47-18-16
Default cured prior to entry of decree--Abatement of action
Status: in_force

If the cooperative cures a default under subdivision 47-18-15(3) prior to entry of the court's final decree in an action brought under § 47-18-15 and pays all penalties and court costs that have accrued, the cause of action with respect to the default so cured will abate.

Source: SDC 1939, § 11.1144 (2) as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 6.
S.D. Codified Laws § 47-26-23 — SD Code / Title 47 / Chapter 26 / Section 47-26-23
Power of court in liquidation proceedings--Action by creditor
Status: in_force

Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a creditor:

(1) When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or

(2) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

Source: SL 1965, ch 24, § 56 (2).
S.D. Codified Laws § 47-34A-211 — SD Code / Title 47 / Chapter 34A / Section 47-34A-211
Annual report for secretary of state
Status: in_force

A limited liability company, and a foreign limited liability company authorized to transact business in this state, except a bank organized pursuant to § 51A-3-1.1 , shall deliver to the secretary of state for filing an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusive.

Source: SL 1998, ch 272, § 211; SL 2004, ch 289, § 5; SL 2005, ch 241, § 2; SL 2008, ch 275, § 76.
S.D. Codified Laws § 47-1A-862 — SD Code / Title 47 / Chapter 1A / Section 47-1A-862
Directors' action respecting transaction--Effectiveness
Status: in_force

Directors' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1 (1) if the transaction received the affirmative vote of a majority, but no fewer than one, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with § 47-1A-861.1 . However, action by a committee is effective only if:

(1) At least one of its members is a qualified director; and

(2) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

Source: SL 2005, ch 239, § 186; SL 2019, ch 196, § 1.
S.D. Codified Laws § 47-25-19 — SD Code / Title 47 / Chapter 25 / Section 47-25-19
Compliance with local law by local corporation--Compliance with foreign law by foreign corporation
Status: in_force

Each domestic corporation merging or consolidating with a foreign corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

Source: SL 1965, ch 24, § 45 (1).
S.D. Codified Laws § 47-1A-955.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-955.2
Owner liability only for debts arising after effective time of articles of entity conversion
Status: in_force

Any shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.

Source: SL 2005, ch 239, § 232.
S.D. Codified Laws § 47-25-18 — SD Code / Title 47 / Chapter 25 / Section 47-25-18
Merger or consolidation involving foreign corporation
Status: in_force

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided by §§ 47-25-19 and 47-25-20 , if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized.

Source: SL 1965, ch 24, § 45.