S.D. Codified Laws § 47-27-5 — SD Code / Title 47 / Chapter 27 / Section 47-27-5
Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited
Status: in_force

A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in chapters 47-22 to 47-28 , inclusive, shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.

Source: SL 1965, ch 24, § 65.
S.D. Codified Laws § 47-18-21 — SD Code / Title 47 / Chapter 18 / Section 47-18-21
Action as staying all other proceedings
Status: in_force

The filing of an action under § 47-18-17 operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise.

Source: SDC 1939, § 11.1145 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-10-7 — SD Code / Title 47 / Chapter 10 / Section 47-10-7
Promotion of local development corporations
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to promote the establishment of local industrial development corporations in the various communities of the state, to enter into agreements with them, and to cooperate with, assist and otherwise encourage such local foundations.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (5).
S.D. Codified Laws § 47-11-5 — SD Code / Title 47 / Chapter 11 / Section 47-11-5
Contracts for personal services with licensed persons
Status: in_force

Notwithstanding any provision of statute to the contrary any medical corporation licensed under this chapter may enter into contracts for personal services with persons licensed pursuant to the Medical Practice Act for such duration as is agreed to between the parties.

Source: SL 1961, ch 29, § 14 as added by SL 1963, ch 34, § 2.
S.D. Codified Laws § 47-14A-14 — SD Code / Title 47 / Chapter 14A / Section 47-14A-14
Service of process not limited
Status: in_force

Nothing in this chapter limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

Source: SL 2001, ch 245, § 14.
S.D. Codified Laws § 47-1A-1431.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1431.2
Authority of court until full hearing held
Status: in_force

A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

Source: SL 2005, ch 239, § 334.
S.D. Codified Laws § 47-1A-1326 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1326
Procedure if shareholder dissatisfied with payment or offer
Status: in_force

A shareholder paid pursuant to § 47-1A-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under § 47-1A-1324 . A shareholder offered payment under §§ 47-1A-1325 to 47-1A-1325.3 , inclusive, who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under this section within thirty days after receiving the corporation's payment or offer of payment under § 47-1A-1324 or §§ 47-1A-1325 to 47-1A-1325.3 , inclusive, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.

Source: SL 2005, ch 239, § 299.
S.D. Codified Laws § 47-18-7 — SD Code / Title 47 / Chapter 18 / Section 47-18-7
Manner of approval of plan
Status: in_force

The members of a cooperative shall approve the plan of division in the manner provided in § 47-15-8 for amendments to articles.

Source: SDC 1939, § 11.1141 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-12-1 — SD Code / Title 47 / Chapter 12 / Section 47-12-1
Dentists authorized to form business entities
Status: in_force

One or more dentists licensed pursuant to chapter 36-6A may associate to form a corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership, registered to do business in this state, to own, operate, and maintain an establishment for the study, diagnosis, and treatment of dental ailments and injuries, to promote dental and scientific research and knowledge, and for any other purpose incident or necessary thereto.

Source: SL 1963, ch 35, § 2; SL 1970, ch 255, § 1; SL 1993, ch 344, § 39N; SL 2017, ch 194, § 1.
S.D. Codified Laws § 47-34A-805 — SD Code / Title 47 / Chapter 34A / Section 47-34A-805
Articles of termination
Status: in_force

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating:

(1) The name of the company;

(2) The date of the dissolution; and

(3) That the company's business has been wound up and the legal existence of the company has been terminated.

(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.

(c) Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.

Source: SL 1998, ch 272, § 805; SL 2012, ch 222, § 12.
S.D. Codified Laws § 47-15-14 — SD Code / Title 47 / Chapter 15 / Section 47-15-14
Amendment converting corporation to cooperative
Status: in_force

Any corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to chapters 47-15 to 47-20 , inclusive, together with changes in its articles required by said chapters and other desirable changes permitted by said chapters. Such amendment shall be adopted, filed, and recorded in the manner provided by the law then applicable to the corporation and the conversion shall be effective upon issuance of the certificate of amendment by the secretary of state.

Source: SDC 1939, § 11.1142 as enacted by SL 1965, ch 23, § 1; SL 1976, ch 287, § 2.
S.D. Codified Laws § 47-11B-13 — SD Code / Title 47 / Chapter 11B / Section 47-11B-13
Annual renewal of certificate--Conditions
Status: in_force

Upon written application of the holder, accompanied by a fee of ten dollars, the Board of Examiners in Optometry shall annually renew the certificate of registration, if the board finds that the corporation has complied with its regulations and the provisions of this chapter.

Source: SL 1972, ch 249, § 13.
S.D. Codified Laws § 47-21-73 — SD Code / Title 47 / Chapter 21 / Section 47-21-73
Municipal corporation or county grant to use public streets
Status: in_force

Subject to the provisions of §§ 31-26-1 to 31-26-8 , inclusive, any municipal corporation or county may grant to any cooperative, upon such terms as the proper authorities thereof shall determine, the use of any street or highway within its limits for the purposes set forth in § 47-21-2 , and such use of such street or highway may not be held to be an additional burden.

Source: SL 1947, ch 33, § 27; SDC Supp 1960, § 11.2227; SL 1992, ch 60, § 2; SL 1994, ch 349, § 5.
S.D. Codified Laws § 47-30-4 — SD Code / Title 47 / Chapter 30 / Section 47-30-4
Receipt of corporate property without proper accounting entry as theft
Status: in_force

Any director, officer, or agent of a corporation, who knowingly receives or possesses property of the corporation, otherwise than in payment of a just demand, and who, with intent to defraud, omits to make or cause to be made a full and true entry thereof in the books or accounts of the corporation, is guilty of a theft.

Source: SDC 1939, § 13.4311; SL 1983, ch 15, § 49.
S.D. Codified Laws § 47-17-23 — SD Code / Title 47 / Chapter 17 / Section 47-17-23
Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding
Status: in_force

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

Source: SL 2007, ch 260, § 6; SL 2009, ch 232, § 6.
S.D. Codified Laws § 47-22-68.5 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.5
Excess business holdings prohibited to foundation
Status: in_force

The corporation described in § 47-22-68.2 shall not retain any excess business holdings which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 2 (3).
S.D. Codified Laws § 47-11F-4 — SD Code / Title 47 / Chapter 11F / Section 47-11F-4
Certificates of registration required--Application
Status: in_force

No professional corporation may provide any professional service or ancillary service without a certificate of registration from the licensing board of each category of licensee who is a shareholder. An application for such registration shall be made to the applicable boards in writing and shall contain the name and address of the corporation, the information required in § 47-11F-10 , and such other information as may be required by each licensing board.

Source: SL 2000, ch 219, § 4.
S.D. Codified Laws § 47-1A-825 — SD Code / Title 47 / Chapter 1A / Section 47-1A-825
Committees--Creation--Appointment of members
Status: in_force

Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. Unless the provisions of this chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the articles of incorporation or bylaws to take action under § 47-1A-824.1 .

Sections 47-1A-820 to 47-1A-824.1 , inclusive, apply both to committees of the board and to their members.

Source: SL 2005, ch 239, § 153.
S.D. Codified Laws § 47-15-29 — SD Code / Title 47 / Chapter 15 / Section 47-15-29
Powers of cooperatives--Seals
Status: in_force

Unless otherwise provided by its articles, a cooperative may have a seal.

Source: SDC 1939, § 11.1103 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14B-12 — SD Code / Title 47 / Chapter 14B / Section 47-14B-12
Action, suit, or proceeding by foreign business trust
Status: in_force

A foreign business trust doing business in the state may not maintain any action, suit, or proceeding in the state until it has registered in the state, and has paid to the state all fees and penalties for the years or parts thereof, during which it did business in the state without having registered.

Source: SL 2001, ch 245, § 108.
S.D. Codified Laws § 47-11D-21.2 — SD Code / Title 47 / Chapter 11D / Section 47-11D-21.2
Amendment of articles of incorporation to be consistent with law
Status: in_force

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

Source: SL 2005, ch 240, § 2.
S.D. Codified Laws § 47-14A-76 — SD Code / Title 47 / Chapter 14A / Section 47-14A-76
Beneficial owner's right to bring derivative action determined by governing instrument
Status: in_force

A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the business trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the business trust join in the bringing of the derivative action.

Source: SL 2001, ch 245, § 76.
S.D. Codified Laws § 47-16-38 — SD Code / Title 47 / Chapter 16 / Section 47-16-38
Expenses of maintaining action--Disposition of proceeds
Status: in_force

If anything is recovered or obtained as the result of an action instituted or maintained in the right of any association by any member or stockholder, whether by means of compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney's fees, and may direct the plaintiff to account to the cooperative for the remainder of such proceeds.

Source: SDC 1939, § 11.1153 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14B-8 — SD Code / Title 47 / Chapter 14B / Section 47-14B-8
Resignation of foreign business trust registered agent--Successor--Appointment
Status: in_force

The registered agent of one or more foreign business trusts may resign and appoint a successor registered agent by paying a fee as set forth in § 47-14B-22 and filing a certificate with the secretary of state, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected foreign business trust ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such foreign business trust as has ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such foreign business trust's registered office in the state. The secretary of state shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the application of each foreign business trust affected thereby and each such foreign business trust need not take any further action with respect thereto, to amend its application under § 47-14B-10 .

Source: SL 2001, ch 245, § 104.
S.D. Codified Laws § 47-14A-17 — SD Code / Title 47 / Chapter 14A / Section 47-14A-17
Beneficial owner to have undivided interest in trust property--Proportionate share in profits and losses
Status: in_force

Except to the extent otherwise provided in the governing instrument of the business trust, a beneficial owner shall have an undivided beneficial interest in the property of the business trust and shall share in the profits and losses of the business trust in the proportion (expressed as a percentage) of the entire undivided beneficial interest in the business trust owned by such beneficial owner. The governing instrument of a business trust may provide that the business trust or the trustees, acting for and on behalf of the business trust, shall be deemed to hold beneficial ownership of any income earned on securities of the business trust issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country.

Source: SL 2001, ch 245, § 17.
S.D. Codified Laws § 47-1-4 — SD Code / Title 47 / Chapter 1 / Section 47-1-4
Terms to include blockchain technology
Status: in_force

As used in title 47, the terms, electronic, electronic transmission, or electronically transmitted, include blockchain technology, as defined in § 53-12-1 .

Source: SL 2019, ch 207, § 2.
S.D. Codified Laws § 47-1A-860 — SD Code / Title 47 / Chapter 1A / Section 47-1A-860
Subpart definitions
Status: in_force

Terms used in §§ 47-1A-860 to 47-1A-863.3 , inclusive, mean:

(1) "Conflicting interest," with respect to a corporation, the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if:

(a) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction; or

(b) The transaction is brought, or is of such character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction: (i) an entity, other than the corporation, of which the director is a director, general partner, agent, or employee; (ii) a person that controls one or more of the entities specified in (i) or an entity that is controlled by, or is under common control with, one or more of the entities specified in (i); or (iii) an individual who is a general partner, principal, or employer of the director;

(2) "Director's conflicting interest transaction," with respect to a corporation, a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest;

(3) "Related person," of a director: (i) the spouse, or a parent or sibling thereof, of the director, or a child, grandchild, sibling, parent, or spouse of any thereof, of the director, or an individual having the same home as the director, or a trust or estate of which an individual specified in this definition is a substantial beneficiary; or (ii) a trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary;

(4) "Required disclosure," disclosure by the director who has a conflicting interest of (i) the existence and nature of the conflicting interest, and (ii) all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction;

(5) "Time of commitment," respecting a transaction, the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.

Source: SL 2005, ch 239, § 183.
S.D. Codified Laws § 47-28-2 — SD Code / Title 47 / Chapter 28 / Section 47-28-2
Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice
Status: in_force

If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by chapters 47-22 to 47-28 , inclusive, to be approved by the secretary of state before the same shall be filed in his office, he shall, within ten days after the delivery thereof to him give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor.

Source: SL 1965, ch 24, § 92.
S.D. Codified Laws § 47-22-68.9 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.9
State powers over corporation unimpaired
Status: in_force

Nothing in §§ 47-22-68.1 to 47-22-68.8 , inclusive, shall impair the rights and powers of the attorney general or the courts of this state with respect to any corporation.

Source: SL 1972, ch 244, § 4.
S.D. Codified Laws § 47-1A-843 — SD Code / Title 47 / Chapter 1A / Section 47-1A-843
Resignation and removal of officers
Status: in_force

An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.

An officer may be removed at any time with or without cause by the board of directors; the officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or any other officer if authorized by the bylaws or the board of directors.

In this section, the term, appointing officer, means the officer, including any successor to that officer, who appointed the officer resigning or being removed.

Source: SL 2005, ch 239, § 169.
S.D. Codified Laws § 47-18-20 — SD Code / Title 47 / Chapter 18 / Section 47-18-20
Decree of dissolution--Filing and recording
Status: in_force

When the court approves the final distribution of a cooperative's assets, it shall enter a decree in the nature of a certificate of dissolution which shall be filed and recorded in the secretary of state's office.

Source: SDC 1939, § 11.1145 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-403 — SD Code / Title 47 / Chapter 31B / Section 47-31B-403
Investment adviser registration and exemptions
Status: in_force

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

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

(1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:

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

(B) Institutional investors;

(C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

(D) Any other client exempted by rule adopted or order issued under this chapter;

(2) A person 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); or

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

(c) Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker - dealer by an order under this chapter, the Securities and Exchange Commission, or a self - regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the director, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

(d) Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under § 47-31B-404(a) or is exempt from registration under § 47-31B-404(b).

Source: SL 2004, ch 278, § 19.
S.D. Codified Laws § 47-29-9 — SD Code / Title 47 / Chapter 29 / Section 47-29-9
Failure to inter or care for lot or mausoleum--Resale of lot--Transfer of mausoleum to municipality--Notice required
Status: in_force

Any cemetery lot or lots, or parts of lots, transferred to an individual owner by the corporation, or any mausoleum if the charter of the mausoleum corporation has expired, and in which no interment has been made and which for a period of ten years or more remains uncared for and neglected by the owner or owners thereof, except where such owner or owners are entitled to perpetual care of such lot or lots, or parts of lots, may be resold by the association or the title to and responsibility for the repair and care of the building and grounds upon which the mausoleum is located may be transferred to the municipality in which the mausoleum is located. Notice of either the resale or title transfer shall be given and is final upon its publication for three successive weeks in a legal newspaper of the county where the lots or mausoleum are located. Resale of a cemetery lot or transfer of the title to a mausoleum may be made at any time after the completion of the publication.

Source: SDC 1939, § 11.1905; SL 1984, ch 302, § 1.
S.D. Codified Laws § 47-12-20 — SD Code / Title 47 / Chapter 12 / Section 47-12-20
Conflict with chapter36-6A
Status: in_force

If any provision of this chapter conflicts with chapter 36-6A , the provisions of chapter 36-6A shall take precedence.

Source: SL 1963, ch 35, § 3; SL 1971, ch 213, § 41; SL 2017, ch 194, § 20.
S.D. Codified Laws § 47-18-27 — SD Code / Title 47 / Chapter 18 / Section 47-18-27
Dissolution as not impairing preexisting rights--Time limitation
Status: in_force

Except as provided in §§ 47-18-17 to 47-18-22 , inclusive, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon is commenced within two years after the date of recording the certificate or decree of dissolution.

Source: SDC 1939, § 11.1148 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-604.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-604.3
Issuance of script--Authorization by board of directors--Conditions
Status: in_force

The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(1) That the scrip will become void if not exchanged for full shares before a specified date; and

(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

Source: SL 2005, ch 239, § 63.
S.D. Codified Laws § 47-33-2 — SD Code / Title 47 / Chapter 33 / Section 47-33-2
Declaration of public policy
Status: in_force

The Legislature hereby finds and declares the following to be the public policy of this state:

(1) This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of shareholders. The United State Supreme Court has recently reaffirmed the power of states to regulate these affairs.

(2) Domestic public corporations encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including South Dakota shareholders, employees, customers, creditors, suppliers of goods and services, and local communities and their economies whose welfare is vital to the state's interests.

(3) In order to promote such welfare, the regulation of the internal affairs of domestic public corporations as reflected in the laws of this state governing business corporations should allow for the stable, long - term growth of domestic public corporations.

(4) Takeovers of publicly held corporations frequently occur through acquisition techniques which in effect coerce shareholders to participate in the transaction.

(5) Takeovers of publicly held corporations are also frequently financed largely through debt to be repaid in the short term through changes in the operations of the target corporation, by the sale of substantial assets of the target corporation, and other means. In other states, such takeovers have impaired local employment conditions and disrupted local commercial activity. These takeovers involve a substantial risk of unfair business dealing, may prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices, and may undermine the state's interest in promoting stable relationships involving the corporations that it charters. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short - term business strategies as well as defensive tactics which may not be in the public interest.

(6) This chapter is not intended to prevent the use of any other lawful measure to challenge or defend against attempts to acquire control of a domestic public corporation, including, without limiting the generality of the foregoing, rights and options described in § 47-33-5 .

Source: SL 1990, ch 369, § 102.
S.D. Codified Laws § 47-14B-21 — SD Code / Title 47 / Chapter 14B / Section 47-14B-21
Service upon secretary of state--Notice to foreign business trust
Status: in_force

In the event of service upon the secretary of state, the secretary of state shall forthwith notify the foreign business trust thereof by letter, certified mail, return receipt requested, directed to the foreign business trust at the address furnished to the secretary of state by the plaintiff in such action, suit, or proceeding. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. The plaintiff shall, in the event of such service, serve process and any other papers in duplicate, notify the secretary of state that service is being made pursuant to this section, and pay to the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceeding in which process has been served upon the secretary of state, the return date thereof, and the day and hour when the service was made. The secretary of state need not retain such information for a period longer than five years from receipt of the service of process.

Source: SL 2001, ch 245, § 117.
S.D. Codified Laws § 47-1A-1434 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434
Election to purchase in lieu of dissolution
Status: in_force

In a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election.

Source: SL 2005, ch 239, § 338.
S.D. Codified Laws § 47-1A-1430 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1430
Grounds for judicial dissolution
Status: in_force

The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud; or

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(d) The corporate assets are being misapplied or wasted;

(3) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

Source: SL 2005, ch 239, § 331.
S.D. Codified Laws § 47-1A-120.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-120.1
Terms of plan or filed document dependent on extrinsic facts--Applicable provisions
Status: in_force

If a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

(2) The facts may include:

(a) Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

(b) A determination or action by any person, including the corporation or any other party to a plan or filed document; or

(c) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

For the purposes of this section, a filed document is a document filed with the Office of the Secretary of State under any provision of this chapter except §§ 47-1A-1502 to 47-1A-1601 , inclusive, or §§ 47-1A-1621.1 to 47-1A-1701 , inclusive, and a plan is a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange.

Source: SL 2005, ch 239, § 3.
S.D. Codified Laws § 47-1A-862.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-862.2
Quorum of qualified directors
Status: in_force

A majority, but no fewer than one, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with §§ 47-1A-862 and 47-1A-862.1 . Directors' action that otherwise complies with §§ 47-1A-862 and 47-1A-862.1 is not affected by the presence or vote of a director who is not a qualified director.

Source: SL 2005, ch 239, § 188; SL 2019, ch 196, § 2.
S.D. Codified Laws § 47-14A-58 — SD Code / Title 47 / Chapter 14A / Section 47-14A-58
Name of business trust to be distinguishable from other businesses--Exception
Status: in_force

The name of each business trust as set forth in its certificate of trust shall be such as to distinguish it upon the records of the Office of the Secretary of State from the name of any corporation, limited partnership, business trust, or limited liability company reserved, registered, formed, or organized under the laws of this state or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign business trust, or foreign limited liability company in this state. However, a business trust may register under any name which is not such as to distinguish it upon the records of the Office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, business trust, or limited liability company reserved, registered, formed, or organized under the laws of this state with the written consent of the other corporation, limited partnership, business trust, or limited liability company, which written consent shall be filed with the secretary of state.

Source: SL 2001, ch 245, § 58.
S.D. Codified Laws § 47-15-15.1 — SD Code / Title 47 / Chapter 15 / Section 47-15-15.1
Restated articles effective when restated certificate issued--Original articles superseded
Status: reserved

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

Source: SL 1977, ch 381, § 1.
S.D. Codified Laws § 47-15-34 — SD Code / Title 47 / Chapter 15 / Section 47-15-34
Powers of cooperatives--Officers and agents
Status: in_force

Unless otherwise provided by its articles, a cooperative may elect officers and appoint agents, define their duties, and fix their compensation.

Source: SDC 1939, § 11.1103 (8) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-305 — SD Code / Title 47 / Chapter 31B / Section 47-31B-305
Securities registration filings
Status: in_force

(a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker - dealer registered under this chapter.

(b) Filing fee. A person filing a registration statement shall pay a filing fee as follows: On the first five hundred thousand dollars of the total proposed sale price of the securities covered by such registration, the sum of one dollar per thousand dollars. All registrations over five hundred thousand dollars, the sum of five hundred dollars, plus seventy - five cents per thousand dollars of excess over five hundred thousand dollars. The minimum fee is one hundred dollars. The maximum fee is two thousand dollars. If a registration statement is withdrawn before the effective date or a pre - effective stop order is issued under § 47-31B-306 , the director shall retain the minimum fee of one hundred dollars.

(c) Status of offering. A registration statement filed under § 47-31B-303 or 47-31B-304 must specify:

(1) The amount of securities to be offered in this state;

(2) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) Any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

(d) Incorporation by reference. A record filed under this chapter or the predecessor act within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) Nonissuer distribution. In the case of a nonissuer distribution, information or a record may not be required under subsection (h) or § 47-31B-304 , unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) Form of subscription. A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five years.

(g) Effective period. Except while a stop order is in effect under § 47-31B-306 , a registration statement is effective for one year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker - dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the director. A fee of one hundred dollars is required for any extension of registration.

(h) Periodic reports. While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering. The only fee required for filing a report under this subsection (h) is for the annual report. The annual report fee is twenty - five dollars.

(i) Post-effective amendments. A registration statement may be amended after its effective date. The post - effective amendment becomes effective when the director so orders. If a post - effective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a late registration fee of twenty five dollars and a filing fee, calculated in the manner specified in subsection (b). A post - effective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.

Source: SL 2004, ch 278, § 14.
S.D. Codified Laws § 47-1A-1102 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1102
Merger allowed generally
Status: in_force

One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in the merger in the manner provided in §§ 47-1A-1101 to 47-1A-1108 , inclusive.

Source: SL 2005, ch 239, § 249.
S.D. Codified Laws § 47-9A-2 — SD Code / Title 47 / Chapter 9A / Section 47-9A-2
Definition of terms
Status: in_force

Terms used in this chapter, unless the context otherwise plainly requires, mean:

(1) "Agricultural land," land used for farming;

(2) "Corporation" or any derivation of "corporation," both corporations under the South Dakota Business Corporation Act and limited liability companies under the South Dakota Limited Liability Company Act;

(2A) "Family," all descendants born of common parents after the year 1900 as well as their spouses, step - children, and adopted children. Once a person is a family member subsequent events such as death or divorce, do not disqualify that person from being a family member under this chapter.

(3) "Family farm," an unincorporated farming unit owned by one or more persons residing on the farm or actively engaging in farming;

(4) "Farming," the cultivation of land for the production of agricultural crops; livestock or livestock products; poultry or poultry products; milk or dairy products; or fruit or other horticultural products. It shall not include the production of timber or forest products; nor shall it include a contract whereby a processor or distributor of farm products or supplies provides spraying, harvesting or other farm services;

(5) "Shareholders" or "stockholders," include the members of a limited liability company; and

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

Source: SL 1974, ch 294, § 3 (1), (3), (4); SL 1993, ch 344, § 39GG; SL 2004, ch 276, § 1.
S.D. Codified Laws § 47-25-20 — SD Code / Title 47 / Chapter 25 / Section 47-25-20
Compliance with local law by surviving corporation--Submission to service of process locally
Status: in_force

If the surviving or new corporation of a merger or consolidation described in § 47-25-18 , as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of chapter 47-27 with respect to foreign corporations if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state:

(1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and

(2) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding.

Source: SL 1965, ch 24, § 45 (2).
S.D. Codified Laws § 47-27-8 — SD Code / Title 47 / Chapter 27 / Section 47-27-8
Name similar to or same as other corporation
Status: in_force

No certificate of authority may be issued to any corporation unless its corporate name conforms to the requirements of chapter 47-22 pertaining to names of corporations.

Source: SL 1965, ch 24, § 67 (2); SL 1989, ch 393, § 37; SL 1992, ch 323, § 2.
S.D. Codified Laws § 47-28-13 — SD Code / Title 47 / Chapter 28 / Section 47-28-13
Withholding filing of documents pending answer--Certification of certain answers to attorney general
Status: in_force

The secretary of state need not file any document to which interrogatories propounded pursuant to § 47-28-11 relate until such interrogatories be answered as provided in § 47-28-12 , and not then if the answers thereto disclose that such document is not in conformity with the provisions of chapters 47-22 to 47-28 , inclusive. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of said chapters.

Source: SL 1965, ch 24, § 89.
S.D. Codified Laws § 47-15-33 — SD Code / Title 47 / Chapter 15 / Section 47-15-33
Powers of cooperatives--Territorial
Status: in_force

Unless otherwise provided by its articles, a cooperative may conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country.

Source: SDC 1939, § 11.1103 (7) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-857 — SD Code / Title 47 / Chapter 1A / Section 47-1A-857
Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves 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, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the director of officer against the same liability under §§ 47-1A-850 to 47-1A-859 , inclusive.

Source: SL 2005, ch 239, § 180.
S.D. Codified Laws § 47-22-23 — SD Code / Title 47 / Chapter 22 / Section 47-22-23
Restatement of articles of incorporation--Procedure
Status: in_force

A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the manner provided by §§ 47-22-24 to 47-22-30 , inclusive.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-1A-303 — SD Code / Title 47 / Chapter 1A / Section 47-1A-303
Emergency powers
Status: in_force

In anticipation of or during an emergency, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

During an emergency, unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.

An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Source: SL 2005, ch 239, § 39.
S.D. Codified Laws § 47-1A-741 — SD Code / Title 47 / Chapter 1A / Section 47-1A-741
Standing
Status: in_force

No shareholder may commence or maintain a derivative proceeding unless the shareholder:

(1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and

(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

Source: SL 2005, ch 239, § 124.
S.D. Codified Laws § 47-11C-6 — SD Code / Title 47 / Chapter 11C / Section 47-11C-6
Professional services limited to licensed agents
Status: in_force

A corporation formed pursuant to this chapter may render professional services only through its officers, employees, and agents who are duly registered to render such professional services under the provisions of chapter 36-8 ; provided, however, this section shall not be interpreted to include in the term "employee," as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not considered by law to be rendering professional services to the public.

Source: SL 1977, ch 384, § 6.
S.D. Codified Laws § 47-13-12 — SD Code / Title 47 / Chapter 13 / Section 47-13-12
Annual renewal of certificate--Conditions
Status: in_force

Upon written application of the holder, accompanied by a fee of ten dollars, the Board of Veterinary Medical Examiners shall annually renew the certificate of registration if the board finds that the corporation has complied with its regulations and the provisions of this chapter.

Source: SL 1964, ch 20, § 6.
S.D. Codified Laws § 47-26-15 — SD Code / Title 47 / Chapter 26 / Section 47-26-15
Effect of adoption of revocation resolution
Status: in_force

Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.

Source: SL 1965, ch 24, § 50.
S.D. Codified Laws § 47-1A-120 — SD Code / Title 47 / Chapter 1A / Section 47-1A-120
Requirements for documents
Status: in_force

Any document satisfying the following requirements, and the requirements of any other section that adds to or varies these requirements, is entitled to be filed by the Office of the Secretary of State:

(1) The document is required or permitted to be filed in the Office of the Secretary of State;

(2) The document contains the information required by this chapter;

(3) The document is typewritten or printed or, if electronically transmitted, is in a format that can be retrieved or reproduced in typewritten or printed form;

(4) The document is in the English language. A corporate name need not be in English if written in English letters or in English letters in combination with Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation;

(5) The document is executed by one of the following persons:

(a) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(b) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that receiver, trustee, or court-appointed fiduciary;

(6) The person executing the document has signed it and has stated beneath or opposite the signature the person's name and the capacity in which the person signs. The document may, but need not, contain a corporate seal, attestation, acknowledgment, or verification;

(7) If the Office of the Secretary of State has prescribed a mandatory form for the document under § 47-1A-121 , the document is in or on the prescribed form;

(8) The document is delivered to the Office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document, except as provided in §§ 47-1A-503 and 47-1A-1510; and

(9) When the document is delivered to the Office of the Secretary of State for filing, the correct filing fee, and any license fee, or penalty required to be paid at that time by this chapter or other law is paid or provision for payment made in a manner permitted by the Office of the Secretary of State.

Source: SL 2005, ch 239, § 2.
S.D. Codified Laws § 47-22-5 — SD Code / Title 47 / Chapter 22 / Section 47-22-5
Incorporators--Articles of incorporation
Status: in_force

One or more natural persons of the age of majority may act as incorporators of a corporation by delivering to the secretary of state the articles of incorporation for such corporation. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.

Source: SDC 1939, §§ 11.1501, 11.1801; SL 1965, ch 24, § 30; SL 1972, ch 154, § 10; SL 1989, ch 393, § 1; SL 1990, ch 367, § 13; SL 2012, ch 222, § 5; SL 2016, ch 221, § 2.
S.D. Codified Laws § 47-21-65 — SD Code / Title 47 / Chapter 21 / Section 47-21-65
Powers of cooperative--Borrowing--Security for borrowing
Status: in_force

A cooperative shall have power to borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then owned or after - acquired real or personal property, assets, franchises, or revenues.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (7).
S.D. Codified Laws § 47-9A-12.1 — SD Code / Title 47 / Chapter 9A / Section 47-9A-12.1
Cement Plant Commission property used for nonfarming purposes
Status: in_force

All real property owned or held by the State of South Dakota by and through the South Dakota State Cement Plant Commission as of December 28, 2000, is owned or held by it and its successors in title for immediate or potential use for nonfarming purposes and the real property is necessary for nonfarming business operations.

Source: SL 2000 (SS), ch 4, § 2.
S.D. Codified Laws § 47-15-13 — SD Code / Title 47 / Chapter 15 / Section 47-15-13
Bankruptcy proceeding as amendment
Status: in_force

Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly filed and recorded after it becomes final.

Source: SDC 1939, § 11.1138 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-21 — SD Code / Title 47 / Chapter 22 / Section 47-22-21
Effective date of amendment
Status: in_force

Upon the issuance of the certificate of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.

Source: SL 1965, ch 24, § 38.
S.D. Codified Laws § 47-17-6 — SD Code / Title 47 / Chapter 17 / Section 47-17-6
Vacancies on board of directors
Status: in_force

Unless the bylaws of a cooperative provide otherwise, any vacancy existing in the board of directors may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.

Source: SDC 1939, § 11.1123 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-23-12 — SD Code / Title 47 / Chapter 23 / Section 47-23-12
Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required
Status: in_force

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one - tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by chapters 47-22 to 47-28 , inclusive, the articles of incorporation or the bylaws.

Source: SL 1965, ch 24, § 18.
S.D. Codified Laws § 47-31B-404 — SD Code / Title 47 / Chapter 31B / Section 47-31B-404
Investment adviser representative registration requirement and exemptions
Status: in_force

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

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

(1) An individual who is employed by or associated with an investment adviser that is exempt from registration under § 47-31B-403(b) or a federal covered investment adviser that is excluded from the notice filing requirements of § 47-31B-405 ; and

(2) 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 investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under § 47-31B-405 .

(d) Limit on affiliations. An individual may transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a rule adopted or order issued under this chapter prohibits or limits an individual from acting as an investment adviser representative for more than one investment adviser or federal covered investment adviser.

(e) Limits on employment or association. It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the Securities and Exchange Commission, or a self - regulatory organization. Upon request from a federal covered investment adviser and for good cause, the director, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) Referral fees. An investment adviser registered under this chapter, a federal covered investment adviser that has filed a notice under § 47-31B-405 , or a broker - dealer registered under this chapter is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this chapter, a federal covered investment adviser who has filed a notice under § 47-31B-405 , or a broker - dealer registered under this chapter with which the individual is employed or associated as an investment adviser representative.

Source: SL 2004, ch 278, § 20.
S.D. Codified Laws § 47-25-22 — SD Code / Title 47 / Chapter 25 / Section 47-25-22
Surviving corporation as governed by foreign law
Status: in_force

If the surviving or new corporation in a merger or consolidation described in § 47-25-18 is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the other state provide otherwise.

Source: SL 1965, ch 24, § 45.
S.D. Codified Laws § 47-1A-301 — SD Code / Title 47 / Chapter 1A / Section 47-1A-301
Purposes
Status: in_force

Any corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.

Source: SL 2005, ch 239, § 37.
S.D. Codified Laws § 47-22-68.8 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.8
Judicial determination that required restrictions would be contrary to charter
Status: in_force

Sections 47-22-68.2 to 47-22-68.7 , inclusive, shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of any instrument described in § 47-22-68.2 and that such instrument may not properly be changed to conform to §§ 47-22-68.2 to 47-22-68.7 , inclusive.

Source: SL 1972, ch 244, § 3.
S.D. Codified Laws § 47-16-20 — SD Code / Title 47 / Chapter 16 / Section 47-16-20
Percentage of vote
Status: in_force

Whenever the articles of a cooperative require the vote of a greater proportion of the members than required by this chapter, the articles control.

Source: SDC 1939, § 11.1114 (8) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-1201 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1201
Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Source: SL 1998, ch 272, § 1201.
S.D. Codified Laws § 47-17-4.1 — SD Code / Title 47 / Chapter 17 / Section 47-17-4.1
Use of funds or employee activity to promote election to office prohibited--Directors and officers permitting violation subject to civil fine
Status: in_force

No cooperative funds may be used, nor any stock issued, to promote, encourage, or publicly favor the candidacy, election, or reelection of any member to any elective office within the cooperative. No employee of a cooperative may promote, encourage or publicly favor the candidacy, election, or reelection of any member to any elective office within the cooperative, provided that this shall not be construed to deprive employees, who are also members, of the right to vote in cooperative elections.

Directors and officers of any cooperative who knowingly permit such use of funds or employee activity are subject to a civil fine of not more than five hundred dollars for each offense.

Source: SL 1968, ch 11, §§ 1, 2; SL 1983, ch 15, § 40; SL 1983, ch 331, § 4.
S.D. Codified Laws § 47-11D-2 — SD Code / Title 47 / Chapter 11D / Section 47-11D-2
Corporate name
Status: in_force

The name of a corporation shall contain the words, professional company, or professional corporation, or abbreviations thereof, such as Prof. Co., Prof. Corp., P.C., PC, or Prof. Ltd. The name of a limited liability company formed under § 47-11D-1 shall contain the words, professional limited liability company, or the abbreviation, Prof. L.L.C., Prof. LLC, P.L.L.C., or PLLC.

Source: SL 1993, ch 337, § 2; SL 2000, ch 222, § 7; SL 2020, ch 197, § 5.
S.D. Codified Laws § 47-31B-502 — SD Code / Title 47 / Chapter 31B / Section 47-31B-502
Prohibited conduct in providing investment advice
Status: in_force

(a) Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities:

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

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

(b) Rules defining fraud. A rule adopted under this chapter may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.

(c) Rules specifying contents of advisory contract. A rule adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.

Source: SL 2004, ch 278, § 30.
S.D. Codified Laws § 47-1A-1103.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103.4
Plan of share exchange--Amendments
Status: in_force

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

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

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

Source: SL 2005, ch 239, § 259.
S.D. Codified Laws § 47-14A-37 — SD Code / Title 47 / Chapter 14A / Section 47-14A-37
Dissolution of trust determined by governing instrument
Status: in_force

In the event that a business trust does not have perpetual existence, a business trust is dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the governing instrument.

Source: SL 2001, ch 245, § 37.
S.D. Codified Laws § 47-1A-1323.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1323.1
Subsequent withdrawal from appraisal process
Status: in_force

A shareholder who has complied with § 47-1A-1322 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subsection 47-1A-1322.1 (2)(e). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

Source: SL 2005, ch 239, § 292.
S.D. Codified Laws § 47-1A-125 — SD Code / Title 47 / Chapter 1A / Section 47-1A-125
Filing duty of Office of Secretary of State
Status: in_force

If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of §§ 47-1A-120 to 47-1A-120.3 , inclusive, the Office of the Secretary of State shall file it. The Office of the Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, the Office of the Secretary of State shall deliver to the domestic or foreign corporation or its representative a receipt with an acknowledgment of the date and time of filing.

If the Office of the Secretary of State refuses to file a document, the Office of the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

The Office of the Secretary of State's duty to file documents under this section is ministerial. The Office of the Secretary of State's filing or refusing to file a document does not:

(1) Affect the validity or invalidity of the document in whole or part;

(2) Relate to the correctness or incorrectness of information contained in the document; or

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

Source: SL 2005, ch 239, § 14; SL 2008, ch 275, § 28.
S.D. Codified Laws § 47-27-2 — SD Code / Title 47 / Chapter 27 / Section 47-27-2
Delivery of application to secretary of state
Status: in_force

The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in the state or country under whose laws it is incorporated. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.

Source: SL 1965, ch 24, § 70; SL 1989, ch 393, § 35; SL 2012, ch 222, § 9.
S.D. Codified Laws § 47-20-11 — SD Code / Title 47 / Chapter 20 / Section 47-20-11
Recordation of documents
Status: in_force

Any document referred to in chapters 47-15 to 47-20 , inclusive, is recorded when left for record in the proper office with all required fees paid.

Source: SDC 1939, § 11.1151 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-28-7 — SD Code / Title 47 / Chapter 28 / Section 47-28-7
Fee for service of process
Status: in_force

The secretary of state shall charge and collect, at the time of any service of process on the secretary of state as resident agent of a corporation, thirty dollars, which amount may be recovered 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.

Source: SL 1965, ch 24, § 86 (2); SL 2003, ch 8, § 20; SL 2009, ch 4, § 16.
S.D. Codified Laws § 47-1A-402 — SD Code / Title 47 / Chapter 1A / Section 47-1A-402
Reserved name
Status: in_force

A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Office of the Secretary of State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Office of the Secretary of State finds that the corporate name applied for is available, the Office of the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one-hundred-twenty-day period.

The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Office of the Secretary of State a signed notice of the transfer that states the name and address of the transferee.

Source: SL 2005, ch 239, § 45.
S.D. Codified Laws § 47-11E-2 — SD Code / Title 47 / Chapter 11E / Section 47-11E-2
Formation of corporation authorized
Status: in_force

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

Source: SL 1996, ch 228, § 2.
S.D. Codified Laws § 47-15-28 — SD Code / Title 47 / Chapter 15 / Section 47-15-28
Powers of cooperatives--Actions
Status: in_force

Unless otherwise provided by its articles, a cooperative may sue and be sued.

Source: SDC 1939, § 11.1103 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-402 — SD Code / Title 47 / Chapter 34A / Section 47-34A-402
Liability for contributions
Status: in_force

(a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make the required contribution, the person or person's estate is obligated to contribute money equal to the value of that part of the contribution which has not been made at the option of the company.

(b) A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under § 47-34A-404.1 (c)(5), may enforce the obligation.

Source: SL 1998, ch 272, § 402; SL 2013, ch 233, § 8.
S.D. Codified Laws § 47-15-31 — SD Code / Title 47 / Chapter 15 / Section 47-15-31
Powers of cooperatives--Securities holdings
Status: in_force

Unless otherwise provided by its articles, a cooperative may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign cooperatives and corporations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof.

Source: SDC 1939, § 11.1103 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-67 — SD Code / Title 47 / Chapter 21 / Section 47-21-67
Powers of cooperative--Eminent domain
Status: in_force

A cooperative shall have power to exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission and distribution lines or systems.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (9).
S.D. Codified Laws § 47-22-69 — SD Code / Title 47 / Chapter 22 / Section 47-22-69
Ultra vires unavailable to invalidate transfers of property
Status: in_force

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer.

Source: SL 1965, ch 24, § 6.
S.D. Codified Laws § 47-34A-401 — SD Code / Title 47 / Chapter 34A / Section 47-34A-401
Becoming a member
Status: in_force

(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(c) After formation of a limited liability company, a person becomes a member:

(1) As provided in the operating agreement;

(2) As the result of a transaction effective under Article 9;

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

(4) If, within 90 consecutive days after the company ceases to have any members:

(A) The last person to have been a member, or the legal representative of that person, designates a person to become a member; and

(B) The designated person consents to become a member.

(d) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.

Source: SL 1998, ch 272, § 401; SL 2013, ch 233, § 6.
S.D. Codified Laws § 47-1A-1202.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202.3
Votes required for approval of disposition
Status: in_force

Unless the articles of incorporation or the board of directors acting pursuant to § 47-1A-1202.1 requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the disposition exists.

Source: SL 2005, ch 239, § 276.
S.D. Codified Laws § 47-14B-17 — SD Code / Title 47 / Chapter 14B / Section 47-14B-17
Service of process on foreign business trust
Status: in_force

Service of legal process upon any foreign business trust shall be made by delivering a copy personally to any trustee of the foreign business trust in the state or the registered agent of the foreign business trust in the state, or by leaving it at the dwelling house or usual place of abode in the state of any such trustee or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the foreign business trust in the state. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the state, a copy thereof on the president, vice president, secretary, assistant secretary, or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any trustee or registered agent, or at the registered office or other place of business of the foreign business trust in the state, to be effective, must be delivered thereat at least six days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the officer's return thereto. Process returnable forthwith must be delivered personally to the trustee or registered agent.

Source: SL 2001, ch 245, § 113.
S.D. Codified Laws § 47-1A-1105.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1105.1
Parent corporation notice to subsidiary shareholders of merger effectiveness
Status: in_force

If under § 47-1A-1105 approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

Source: SL 2005, ch 239, § 263.
S.D. Codified Laws § 47-22-25 — SD Code / Title 47 / Chapter 22 / Section 47-22-25
Notice of proposed restatement--Contents of notice
Status: in_force

Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the meeting be an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-15-37 — SD Code / Title 47 / Chapter 15 / Section 47-15-37
Powers of cooperatives--Indemnification of agents
Status: in_force

Unless otherwise provided by its articles, a cooperative may indemnify any present or former director, officer, or agent against actual expenses necessarily incurred in defense of any proceeding in which he is a party because he is or was such director, officer, or agent. This section does not apply to those proceedings in which he is adjudged liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of other rights to which he may be entitled.

Source: SDC 1939, § 11.1103 (11) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-29-24 — SD Code / Title 47 / Chapter 29 / Section 47-29-24
Percentage of proceeds used to pay debts
Status: in_force

At least fifty percent of the gross proceeds of sales of lots or graves must be applied as often as every six months to the payment of the debts and obligations of the cemetery corporation.

Source: SDC 1939, § 11.1910.
S.D. Codified Laws § 47-15-4 — SD Code / Title 47 / Chapter 15 / Section 47-15-4
Articles of incorporation--Contents
Status: in_force

The articles of incorporation shall set forth that they are executed pursuant to the provisions of this chapter and shall state:

(1) The name of the cooperative;

(2) The period of existence, unless perpetual;

(3) The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations;

(4) Whether the cooperative is organized with or without capital stock;

(5) The designation of classes of members, if more than one;

(6) The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations, and relative rights of each class shall also be set forth;

(7) Which classes of stock are membership stock;

(8) As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid;

(9) Any reservation of a right to acquire or recall any stock;

(10) The basis of distribution of assets in the event of liquidation;

(11) The municipality in this state in which the cooperative's principal office is to be located and the information required by § 59-11-6 ;

(12) The number of directors, or that the number of directors shall be as stated in the bylaws;

(13) The name and address of each incorporator; and

(14) The names and addresses of at least three incorporators who will act as the temporary board and will serve until the first annual meeting of members or stockholders.

Source: SDC 1939, § 11.1105 as enacted by SL 1965, ch 23, § 1; SL 1966, ch 16, § 1; SL 1989, ch 390, § 1; SL 1990, ch 367, § 10; SL 1992, ch 60, § 2; SL 2008, ch 275, § 55.
S.D. Codified Laws § 47-31B-408 — SD Code / Title 47 / Chapter 31B / Section 47-31B-408
Termination of employment or association of agent and investment adviser representative--Transfer of employment or association
Status: in_force

(a) Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker - dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker - dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker - dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

(b) Transfer of employment or association. If an agent registered under this chapter terminates employment by or association with a broker - dealer registered under this chapter and begins employment by or association with another broker - dealer registered under this chapter; or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under § 47-31B-405 and begins employment by or association with another investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under § 47-31B-405 ; then upon the filing by or on behalf of the registrant, within thirty days after the termination, of an application for registration that complies with the requirement of § 47-31B-406(a) and payment of the filing fee required under § 47-31B-410 , the registration of the agent or investment adviser representative is:

(1) Immediately effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve months; or

(2) Temporarily effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve months.

(c) Withdrawal of temporary registration. The director may withdraw a temporary registration if there are or were grounds for discipline as specified in § 47-31B-412 and the director does so within thirty days after the filing of the application. If the director does not withdraw the temporary registration within the thirty - day period, registration becomes automatically effective on the thirty - first day after filing.

(d) Power to prevent registration. The director may prevent the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (2) based on the public interest and the protection of investors.

(e) Termination of registration or application for registration. If the director determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker - dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this chapter may require the registration be canceled or terminated or the application denied. The director may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.

Source: SL 2004, ch 278, § 24.
S.D. Codified Laws § 47-1A-1422 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1422
Reinstatement following administrative dissolution
Status: in_force

A corporation administratively dissolved under § 47-1A-1421 may apply to the Office of the Secretary of State for reinstatement any time after the effective date of dissolution. The application must:

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

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

(3) State that the corporation's name satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive; and

(4) Contain a certificate from the Department of Revenue in this state reciting that all taxes and fees administered and collected by the department which are owed by the corporation have been paid.

If the Office of the Secretary of State determines that the application contains the information required by this section and that the information is correct, the Office of the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation.

When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

Source: SL 2005, ch 239, § 329; SL 2008, ch 275, § 43; SL 2011, ch 1 (Ex. Ord. 11-1 ), § 161, eff. Apr. 12, 2011.
S.D. Codified Laws § 47-23-7 — SD Code / Title 47 / Chapter 23 / Section 47-23-7
Notice to members of meeting--Manner of giving notice
Status: in_force

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If permitted in the articles of incorporation or the bylaws, notice of meetings may be given by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.

Source: SL 1965, ch 24, § 16; SL 2016, ch 221, § 8.
S.D. Codified Laws § 47-16-10 — SD Code / Title 47 / Chapter 16 / Section 47-16-10
Votes at meeting
Status: in_force

At any member meeting of a cooperative composed of individual members and entity members, each individual member or entity member is entitled to only one vote.

Source: SDC 1939, § 11.1114 (2) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 4.
S.D. Codified Laws § 47-1A-807 — SD Code / Title 47 / Chapter 1A / Section 47-1A-807
Resignation of directors
Status: in_force

A director may resign at any time by delivering written notice to the board of directors, or its chair, or to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Source: SL 2005, ch 239, § 142.
S.D. Codified Laws § 47-22-36 — SD Code / Title 47 / Chapter 22 / Section 47-22-36
Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities
Status: in_force

The emergency bylaws adopted pursuant to § 47-22-35 may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order or priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors be deemed directors for such meeting.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-21-62 — SD Code / Title 47 / Chapter 21 / Section 47-21-62
Powers of cooperative--Generation and distribution of electric energy
Status: in_force

A cooperative may generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and may distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (4); SL 1997, ch 258, § 2.
S.D. Codified Laws § 47-15-39 — SD Code / Title 47 / Chapter 15 / Section 47-15-39
Powers of cooperatives--Effectuation of purpose
Status: in_force

Unless otherwise provided by its articles, a cooperative may exercise all powers necessary or convenient to effect its purposes.

Source: SDC 1939, § 11.1103 (13) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-33 — SD Code / Title 47 / Chapter 14A / Section 47-14A-33
Service of process on registered agent valid
Status: in_force

Service of process upon a registered agent maintained by a business trust pursuant to § 47-14A-31 shall be as effective as if served upon one of the trustees of the business trust pursuant to this chapter.

Source: SL 2001, ch 245, § 33.
S.D. Codified Laws § 47-27-12 — SD Code / Title 47 / Chapter 27 / Section 47-27-12
Failure to obtain certificate as barring suit within state
Status: in_force

No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim, or demand arising out of the conduct of affairs by such corporation in this state, until a certificate of authority shall have been obtained by such corporation or by a corporation which has acquired all or substantially all of its assets.

Source: SL 1965, ch 24, § 82.
S.D. Codified Laws § 47-1A-804 — SD Code / Title 47 / Chapter 1A / Section 47-1A-804
Election of directors by certain classes of shareholders
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

Source: SL 2005, ch 239, § 139.
S.D. Codified Laws § 47-15-42 — SD Code / Title 47 / Chapter 15 / Section 47-15-42
Unauthorized use of term "cooperative" as petty offense
Status: in_force

No person other than a cooperative described in § 47-15-41 may use the term "cooperative," or any variation thereof, as part of his corporate or other business name or title. No person may in any other manner represent himself to be a cooperative. A violation of this section is a petty offense. Each day of improper use constitutes a separate offense.

Source: SDC 1939, § 11.1155 (2) as enacted by SL 1965, ch 23, § 1; SL 1983, ch 15, § 37.
S.D. Codified Laws § 47-18-26 — SD Code / Title 47 / Chapter 18 / Section 47-18-26
Assets distributable to unknown persons--Deposit in state treasury--Subsequent claim--Time limitation
Status: in_force

Upon liquidation of a cooperative, the assets distributable to persons who are unknown or cannot be found may be reduced to cash and deposited with the state treasury. If claimed within ten years thereafter such funds shall be paid without interest to persons entitled thereto upon proof satisfactory to the state treasurer of their right thereto. If not claimed within ten years, such funds shall become the property of the state to be used in furthering agriculture.

Source: SDC 1939, § 11.1147 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-411 — SD Code / Title 47 / Chapter 34A / Section 47-34A-411
Good faith reliance upon information
Status: in_force

A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company by any of its other managers, members, officers, employees, or committees of the limited liability company, or any other person, as to matters the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.

Source: SL 2010, ch 218, § 14.
S.D. Codified Laws § 47-22-10 — SD Code / Title 47 / Chapter 22 / Section 47-22-10
Procedure for reservation of name--Maximum time of reservation
Status: in_force

The reservation of the exclusive right to the use of a corporate name shall be made by filing with the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that the name is available for corporate use, he shall reserve the same for the exclusive use of the applicant for a period of one hundred twenty days, which period shall not be extended.

Source: SL 1965, ch 24, § 8.
S.D. Codified Laws § 47-1A-1506.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1506.3
Corporate name--Use of name upon merger, reorganization, or acquisition of assets
Status: in_force

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

(1) Has merged with the other corporation;

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

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

Source: SL 2005, ch 239, § 357.
S.D. Codified Laws § 47-11B-11 — SD Code / Title 47 / Chapter 11B / Section 47-11B-11
Change of location of corporation--Certificate amended
Status: in_force

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

Source: SL 1972, ch 249, § 11.
S.D. Codified Laws § 47-1A-1602.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1602.3
Abolition or limitation of right of inspection prohibited--Application
Status: in_force

The right of inspection granted by §§ 47-1A-1602 to 47-1A-1602.2 , inclusive, may not be abolished or limited by a corporation's articles of incorporation or bylaws.

The provisions of this section do not affect:

(1) The right of a shareholder to inspect records under § 47-1A-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

For purposes of §§ 47-1A-1602 to 47-1A-1602.3 , inclusive, the term, shareholder, includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

Source: SL 2005, ch 239, § 376.
S.D. Codified Laws § 47-31B-407 — SD Code / Title 47 / Chapter 31B / Section 47-31B-407
Succession and change in registration of broker-dealer or investment advisor
Status: in_force

(a) Succession. A broker - dealer or investment adviser may succeed to the current registration of another broker - dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to § 47-31B-401 or 47-31B-403 or a notice pursuant to § 47-31B-405 for the unexpired portion of the current registration or notice filing.

(b) Organizational change. A broker - dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this chapter. If there is a material change in financial condition or management, the broker - dealer or investment adviser shall file a new application for registration. A predecessor registered under this chapter shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker - dealer or investment adviser registration within forty - five days after filing its amendment to effect succession.

(c) Name change. A broker - dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.

(d) Change of control. A change of control of a broker - dealer or investment adviser may be made in accordance with a rule adopted or order issued under this chapter.

Source: SL 2004, ch 278, § 23.
S.D. Codified Laws § 47-34A-909 — SD Code / Title 47 / Chapter 34A / Section 47-34A-909
Effect of conversion
Status: in_force

(a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) All property owned by the converting organization remains vested in the converted organization;

(2) All debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;

(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(4) Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

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

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

(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as set forth in this chapter.

Source: SL 2010, ch 218, § 10; SL 2013, ch 233, § 23.
S.D. Codified Laws § 47-11-8 — SD Code / Title 47 / Chapter 11 / Section 47-11-8
Action on application--Conditions to issuance of certificate--Duration of certificate
Status: in_force

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

Source: SL 1961, ch 29, § 5.
S.D. Codified Laws § 47-1A-1402.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1402.3
Votes required for adoption of proposal to dissolve
Status: in_force

Unless the articles of incorporation or the board of directors acting pursuant to § 47-1A-1402.1 require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.

Source: SL 2005, ch 239, § 312.
S.D. Codified Laws § 47-23-18 — SD Code / Title 47 / Chapter 23 / Section 47-23-18
Removal of directors
Status: in_force

A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.

Source: SL 1965, ch 24, § 20.
S.D. Codified Laws § 47-14A-49 — SD Code / Title 47 / Chapter 14A / Section 47-14A-49
Execution of certificates
Status: in_force

Each certificate required by this section to be filed in the Office of the Secretary of State shall be executed in the following manner:

(1) A certificate of trust or a certificate of conversion must be signed by all of the trustees;

(2) A certificate of amendment, a certificate of correction, a certificate of termination or amendment, and a restated certificate of trust must be signed by at least one of the trustees;

(3) A certificate of cancellation must be signed by all of the trustees or as otherwise provided in the governing instrument of the business trust; and

(4) If a business trust is filing a certificate of merger or consolidation or certificate of termination or amendment of a merger or consolidation, the certificate of merger or consolidation or certificate of termination or amendment of a merger or consolidation must be signed by all of the trustees or as otherwise provided in the governing instrument of the business trust, or if the certificate of merger or consolidation or certificate of termination or amendment of a merger or consolidation is being filed by another business entity, the certificate of merger or consolidation or certificate of termination or amendment of a merger or consolidation must be signed by a person authorized to execute such instrument on behalf of such other business entity.

Source: SL 2001, ch 245, § 49.
S.D. Codified Laws § 47-1A-627.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-627.2
Terms of restriction on transfer or registration of transfer of shares
Status: in_force

A restriction on the transfer or registration of transfer of shares may:

(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(3) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

Source: SL 2005, ch 239, § 76.
S.D. Codified Laws § 47-11B-16 — SD Code / Title 47 / Chapter 11B / Section 47-11B-16
Relationship with patient unchanged
Status: in_force

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

Source: SL 1972, ch 249, § 16.
S.D. Codified Laws § 47-1A-205 — SD Code / Title 47 / Chapter 1A / Section 47-1A-205
Organization of corporation
Status: in_force

After incorporation:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(a) To elect directors and complete the organization of the corporation; or

(b) To elect a board of directors who shall complete the organization of the corporation.

Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. An organizational meeting may be held in or out of this state.

Source: SL 2005, ch 239, § 34.
S.D. Codified Laws § 47-13B-1.1 — SD Code / Title 47 / Chapter 13B / Section 47-13B-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, § 39Z.
S.D. Codified Laws § 47-15-16 — SD Code / Title 47 / Chapter 15 / Section 47-15-16
Bylaws--Adoption and amendment
Status: in_force

Bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board to make and amend specified bylaws. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the members.

Source: SDC 1939, § 11.1109 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-21-38 — SD Code / Title 47 / Chapter 21 / Section 47-21-38
Certificate of election to dissolve--Contents of certificate--Submission to secretary of state
Status: in_force

Upon approval pursuant to § 47-21-37 of a proposition to dissolve, a certificate of election to dissolve (hereinafter designated the "certificate"), executed and acknowledged on behalf of the cooperative by its president or vice - president under its seal, attested by its secretary and stating:

(1) The name of the cooperative;

(2) The address of its principal office; and

(3) That the members of the cooperative have duly voted that the cooperative be dissolved,

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-34A-206 — SD Code / Title 47 / Chapter 34A / Section 47-34A-206
Filing in Office of Secretary of State
Status: in_force

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the secretary of state and must be delivered to the Office of the Secretary of State. Unless the secretary of state determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the secretary of state shall file the record and send a receipt for the record and the fees to the limited liability company or its representative.

(b) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.

(c) Except as otherwise provided in subsection (d), §§ 47-34A-202.1 and 47-34A-202.2 , and § 47-34A-207(c), a record accepted for filing by the secretary of state is effective:

(1) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original record; or

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

(d) A record, including the articles of organization, may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified subject to the other requirements of this chapter. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day.

Source: SL 1998, ch 272, § 206.
S.D. Codified Laws § 47-11G-6 — SD Code / Title 47 / Chapter 11G / Section 47-11G-6
Directors and officers
Status: in_force

The president of a corporation formed pursuant to this chapter must be a shareholder and director. To the extent possible, all other directors and officers must be persons having the qualifications set forth in § 47-11G-2 . Lay directors and officers may not exercise any authority over professional matters.

Source: SL 2022, ch 167, § 6.
S.D. Codified Laws § 47-14A-32 — SD Code / Title 47 / Chapter 14A / Section 47-14A-32
Change of registered agent or location of office--Amendment to certificate of trust
Status: in_force

Any business trust maintaining a registered office and registered agent in this state under § 47-14A-30 may change the location of its registered office in this state to any other place in this state, or may change the registered agent to any other person or corporation, by filing an amendment to its certificate of trust in accordance with the applicable provisions of this section. If a business trust which is an investment company registered as aforesaid maintains a registered office and registered agent in this state, then the reference in § 47-14A-43 to the "name and the business address of at least one of the trustees meeting the requirements of § 47-14A-43 " shall be deemed a reference to the name and the business address of the registered agent and registered office maintained under this section, and the certificate of trust filed under this chapter shall reflect such information in lieu of the information otherwise required by § 47-14A-43 .

Source: SL 2001, ch 245, § 32.
S.D. Codified Laws § 47-1A-1402.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1402.2
Meeting of shareholders to consider dissolving corporation--Notice
Status: in_force

The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

Source: SL 2005, ch 239, § 311.
S.D. Codified Laws § 47-13-4 — SD Code / Title 47 / Chapter 13 / Section 47-13-4
Death of shareholder--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 a shareholder no longer qualified to own shares in the corporation, 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 method of accounting used by the corporation.

Source: SL 1964, ch 20, § 17.
S.D. Codified Laws § 47-24-13.1 — SD Code / Title 47 / Chapter 24 / Section 47-24-13.1
Administrative dissolution
Status: in_force

The secretary of state may commence a proceeding under § 47-24-13.2 to administratively dissolve a corporation if:

(1) The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28 , inclusive, or other law;

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

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

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

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

Source: SL 1989, ch 393, § 21; SL 2008, ch 275, § 66.
S.D. Codified Laws § 47-34A-601 — SD Code / Title 47 / Chapter 34A / Section 47-34A-601
Events causing a member's dissociation
Status: in_force

A member is dissociated from a limited liability company upon the occurrence of any of the following events:

(1) The company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member;

(2) An event agreed to in the operating agreement as causing the member's dissociation;

(3) Upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed;

(4) The member's expulsion pursuant to the operating agreement;

(5) The member's expulsion by unanimous vote of the other members if:

(i) It is unlawful to carry on the company's business with the member;

(ii) There has been a transfer of substantially all of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed;

(iii) Within ninety days after the company notifies a corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or

(iv) A corporation, partnership, limited liability company, or other entity that is a member has been dissolved and its business is being wound up;

(6) On application by the company or another member, the member's expulsion by judicial determination because the member:

(i) Engaged in wrongful conduct that adversely and materially affected the company's business;

(ii) Willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under § 47-34A-409 ; or

(iii) Engaged in conduct relating to the company's business which makes it not reasonably practicable to carry on the business with the member;

(7) The member's:

(i) Becoming a debtor in bankruptcy;

(ii) Executing an assignment for the benefit of creditors;

(iii) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or

(iv) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(8) In the case of a member who is an individual:

(i) The member's death;

(ii) The appointment of a guardian or general conservator for the member; or

(iii) A judicial determination that the member has otherwise become incapable of performing the member's duties under the operating agreement;

(9) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee;

(10) In the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative; or

(11) Termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust.

Source: SL 1998, ch 272, § 601; SL 2013, ch 233, § 14.
S.D. Codified Laws § 47-1A-1322 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1322
Appraisal notice and form--Delivery to shareholders
Status: in_force

If proposed corporate action requiring appraisal rights under § 47-1A-1302 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision 47-1A-1322.1 (1) to all shareholders who satisfied the requirements of § 47-1A-1321 . In the case of a merger under §§ 47-1A-1105 to 47-1A-1105.2 , inclusive, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

Source: SL 2005, ch 239, § 289.
S.D. Codified Laws § 47-1A-1303 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1303
Assertion of appraisal rights by record shareholders for part of shares in name
Status: in_force

A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this section shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

Source: SL 2005, ch 239, § 285.
S.D. Codified Laws § 47-13A-7 — SD Code / Title 47 / Chapter 13A / Section 47-13A-7
Attorneys employed by corporation subject to standards of professional conduct--Personal liability
Status: in_force

Nothing in this chapter shall be deemed to diminish or change the obligation of each attorney employed by the corporation to conduct his practice in accordance with the standards of professional conduct promulgated by the State Bar of South Dakota or by the Supreme Court of South Dakota; any attorney who by act or omission causes the corporation to act or fail to act in a way which violates such standards of professional conduct, including any provision of this rule, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefor.

Source: SL 1968, ch 10, § 2.
S.D. Codified Laws § 47-22-20 — SD Code / Title 47 / Chapter 22 / Section 47-22-20
Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment
Status: in_force

The original and the copy of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment 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 amendment to which he shall affix the copy.

The certificate of amendment, together with the copy of the articles of amendment affixed thereto, shall be returned to the corporation or its representative.

Source: SL 1965, ch 24, § 38; SL 1989, ch 393, § 7.
S.D. Codified Laws § 47-1A-1434.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.2
Agreement on fair value and terms of purchase of shares
Status: in_force

If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.

Source: SL 2005, ch 239, § 340.
S.D. Codified Laws § 47-27-17 — SD Code / Title 47 / Chapter 27 / Section 47-27-17
Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority
Status: in_force

Any foreign corporation authorized to do or engage in business in this state shall procure an amended certificate of authority if it changes its corporate name or desires to pursue other or additional purposes than those set forth in its application for a certificate of authority by making application therefor to the secretary of state.

The requirements for the form and contents of such application, manner of its execution, filing of an original and one exact or conforming copy of the application with the secretary of state, issuance of an amended certificate of authority and effect thereof are the same as for an original application for a certificate of authority.

Source: SL 1965, ch 24, § 77; SL 1990, ch 367, § 17.
S.D. Codified Laws § 47-34A-409 — SD Code / Title 47 / Chapter 34A / Section 47-34A-409
General standards of member's and manager's conduct
Status: in_force

(a) The only fiduciary duties a member owes to a member-managed company and, subject to § 47-34A-1101(b), its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c).

(b) A member's duty of loyalty to a member-managed company and its other members is limited to the following:

(1) To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;

(2) To refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and

(3) To refrain from competing with the company in the conduct of the company's business before the dissolution of the company.

(c) A member's duty of care to a member-managed company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A member shall discharge the duties to a member-managed company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.

(f) A member of a member-managed company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law.

(g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.

(h) In a manager-managed company:

(1) A member who is not also a manager owes no duties to the company or to the other members solely by reason of being a member;

(2) A manager is held to the same standards of conduct prescribed for members in subsections (b) through (f);

(3) A member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) through (f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and

(4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) through (f) to the extent of the managerial authority delegated to the members by the operating agreement.

Source: SL 1998, ch 272, § 409; SL 2013, ch 233, § 12.
S.D. Codified Laws § 47-1A-1501 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1501
Authority to transact business required
Status: in_force

A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of this section:

(1) Maintaining, defending, or settling any proceeding;

(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(9) Owning, without more, real or personal property;

(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and

(11) Transacting business in interstate commerce.

Source: SL 2005, ch 239, § 347.
S.D. Codified Laws § 47-14B-6 — SD Code / Title 47 / Chapter 14B / Section 47-14B-6
Office and agent of foreign business trust
Status: in_force

Each foreign business trust shall have and maintain in the state:

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

(2) A registered agent for service of process on the foreign business trust, which agent may be either an individual resident of the state whose business office is identical with the foreign business trust's registered office, or a domestic corporation, or a domestic limited partnership, or a business trust, or a domestic limited liability company, or a foreign corporation, or a foreign limited partnership, or a foreign business trust, or a foreign limited liability company authorized to do business in the state having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent.

Source: SL 2001, ch 245, § 102.
S.D. Codified Laws § 47-25-11 — SD Code / Title 47 / Chapter 25 / Section 47-25-11
Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation
Status: in_force

If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, 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 merger or a certificate of consolidation to which he shall affix the copy.

The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto, shall be returned to the surviving or new corporation, as the case may be, or its representative.

Source: SL 1965, ch 24, § 43; SL 1989, ch 393, § 28.
S.D. Codified Laws § 47-22-2 — SD Code / Title 47 / Chapter 22 / Section 47-22-2
Applicability to domestic corporations
Status: in_force

The provisions of chapters 47-22 to 47-28 , inclusive, relating to domestic corporations shall apply to:

(1) All corporations organized hereunder; and

(2) All nonprofit corporations organized before July 1, 1965, under any act repealed.

Source: SL 1965, ch 24, § 3.
S.D. Codified Laws § 47-23-14 — SD Code / Title 47 / Chapter 23 / Section 47-23-14
Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term
Status: in_force

The number of directors of a corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

Source: SL 1965, ch 24, § 20.
S.D. Codified Laws § 47-26-21 — SD Code / Title 47 / Chapter 26 / Section 47-26-21
Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default
Status: in_force

The attorney general may include in one notice published pursuant to § 47-26-20 the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than thirty days after the first publication of such notice.

Source: SL 1965, ch 24, § 55.
S.D. Codified Laws § 47-24-4 — SD Code / Title 47 / Chapter 24 / Section 47-24-4
Compensation of members, directors, or officers--Distributions upon final liquidation
Status: in_force

A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make distributions upon dissolution or final liquidation as permitted by chapter 47-26 , and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.

Source: SL 1965, ch 24, § 28.
S.D. Codified Laws § 47-34A-212 — SD Code / Title 47 / Chapter 34A / Section 47-34A-212
Fees
Status: in_force

The secretary of state shall charge and collect for:

(a) Filing the articles of organization in the case of a domestic limited liability company, a filing fee of one hundred fifty dollars. Filing the articles of organization in the case of a foreign limited liability company, a filing fee of seven hundred fifty dollars;

(b) A reporting fee of fifty-five dollars, due and payable with the filing of each annual report. Each entity that does not file or refuses to file its annual report within the time prescribed is subject to a penalty of fifty-five dollars to be assessed by the secretary of state;

(c) Filing the articles of organization in the case of a domestic limited liability company, where the articles of organization contain a notice that the limited liability company is authorized to establish one or more series, a filing fee of two hundred dollars. Filing an application for a certificate of authority in the case of a foreign limited liability company authorized to establish a series under the laws of another state or jurisdiction, or series of such limited liability company on its own behalf, a filing fee of eight hundred dollars.

Source: SL 1998, ch 272, § 212; SL 1999, ch 221, § 1; SL 2003, ch 8, § 23; SL 2004, ch 279, § 2; SL 2005, ch 241, § 3; SL 2009, ch 4, § 18; SL 2016, ch 2, § 2; SL 2020, ch 200, § 9, eff. Nov. 15, 2020; SL 2025, ch 189, § 4.
S.D. Codified Laws § 47-15-43 — SD Code / Title 47 / Chapter 15 / Section 47-15-43
Injunction against unauthorized use of term "cooperative"
Status: in_force

Any cooperative may obtain an injunction against acts prohibited by § 47-15-42 without showing any damage to itself.

Source: SDC 1939, § 11.1155 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1323 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1323
Perfection of rights--Right to withdraw
Status: in_force

A shareholder who receives notice pursuant to §§ 47-1A-1322 and 47-1A-1322.1 and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision 47-1A-1322.1 (1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under §§ 47-1A-1325 to 47-1A-1325.3 , inclusive. In addition, a shareholder who wishes to exercise appraisal rights must execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subsection 47-1A-1322.1 (2)(b). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to § 47-1A-1322.1 .

Source: SL 2005, ch 239, § 291.
S.D. Codified Laws § 47-1A-811 — SD Code / Title 47 / Chapter 1A / Section 47-1A-811
Compensation of directors
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

Source: SL 2005, ch 239, § 146.
S.D. Codified Laws § 47-17-2 — SD Code / Title 47 / Chapter 17 / Section 47-17-2
Compensation of directors
Status: in_force

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

Source: SDC 1939, § 11.1128 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-24-13.2 — SD Code / Title 47 / Chapter 24 / Section 47-24-13.2
Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent
Status: in_force

If the secretary of state determines that one or more grounds exist under § 47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under § 47-22-48. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under § 47-22-48, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under § 47-22-48. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under chapter 47-26 and notify claimants under §§ 47-26-4 and 47-26-34 . Administrative dissolution of a corporation does not terminate the authority of its registered agent.

Source: SL 1989, ch 393, § 22.
S.D. Codified Laws § 47-22-65.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.1
Powers of corporation--Indemnification--Defense of actions
Status: in_force

Each nonprofit corporation may:

(1) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fee, judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which that person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful; and

(2) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by that person in connection with the defense or settlement of such action or suit if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in performance of any duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court deems proper.

Source: SL 1986, ch 388, § 2; SL 1994, ch 351, § 124.
S.D. Codified Laws § 47-1A-950.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950.1
Domestic business corporation to become foreign unincorporated entity
Status: in_force

A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.

Source: SL 2005, ch 239, § 216.
S.D. Codified Laws § 47-23-22 — SD Code / Title 47 / Chapter 23 / Section 47-23-22
Committees--Authority and function--Responsibility of board of directors
Status: in_force

If the articles of incorporation or the bylaws so provide, the board of directors may designate one or more committees each of which shall consist of one or more directors and such additional members as specified in the resolution which such additional members need not be a director or member of the nonprofit corporation, or resident of the state. Such committees, to the extent provided in the articles of incorporation or in the bylaws of the corporation, shall have and exercise the authority or function of the board of directors in the management of the corporation. The designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or any individual director by law except those responsibilities related to the authority or function the committee is authorized to exercise. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Members of committees created under this section have the same rights of indemnification and immunity as are provided to the board of directors in chapters 47-22 to 47-28 , inclusive, unless otherwise provided in the articles of incorporation or bylaws.

Source: SL 1965, ch 24, § 23; SL 2016, ch 221, § 11.
S.D. Codified Laws § 47-1A-732.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.1
Form, approval, amendment, and term of shareholder agreements
Status: in_force

Any agreement authorized by § 47-1A-732 shall be:

(1) Set forth in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement, or in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation;

(2) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and

(3) Valid for ten years, unless the agreement provides otherwise.

Source: SL 2005, ch 239, § 117.
S.D. Codified Laws § 47-11E-15 — SD Code / Title 47 / Chapter 11E / Section 47-11E-15
Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions
Status: in_force

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

Source: SL 1996, ch 228, § 15.
S.D. Codified Laws § 47-11A-14 — SD Code / Title 47 / Chapter 11A / Section 47-11A-14
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 a 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 method of accounting used by the corporation.

Source: SL 1970, ch 258, § 4.
S.D. Codified Laws § 47-31B-302 — SD Code / Title 47 / Chapter 31B / Section 47-31B-302
Notice filing
Status: in_force

(a) Required filing of records. With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(2)), that is not otherwise exempt under §§ 47-31B-201 through 47-31B-203 , a rule adopted or order issued under this chapter may require the filing of any or all of the following records:

(1) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with § 47-31B-611 signed by the issuer and the payment of a filing fee of one thousand dollars for open-end management companies with total net assets of less than two hundred fifty million dollars, or a filing fee of two thousand dollars for open-end management companies with total net assets equal to or greater than two hundred fifty million dollars; two hundred fifty dollars for any closed end management company; or a filing fee of one hundred fifty dollars for any unit investment trust. A renewal filing is required annually, including those documents that the director by rule or order may require and a fee as provided in this subparagraph a(1). An initial or renewal filing includes a separate fee for each portfolio, series, class, or other designation. An initial or renewal filing shall include the most recent financial statement showing the nets assets of each portfolio, series, class, or other designation, unless the maximum fee of two thousand dollars is paid.

(2) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933. Any amendment that includes a name change to any filing, including any portfolio, series, class, or other designation, must include a fifty dollar filing fee for each name change of each portfolio, series, class, or other designation.

(b) Notice filing effectiveness and renewal. A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this chapter to be filed and by paying a renewal fee as set forth in subsection a(1). A previously filed consent to service of process complying with § 47-31B-611 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.

(c) Notice filings for federal covered securities under Section 18(b)(4)(E). With respect to a security that is a federal covered security under Section 18(b)(4)(E) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(4)(E)), a rule under this chapter may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with § 47-31B-611 signed by the issuer not later than fifteen days after the first sale of the federal covered security in this state and the payment of a fee of two hundred fifty dollars; and the payment of a fee of two hundred seventy-five dollars for any late filing.

(d) Stop orders. Except with respect to a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)), if the director finds that there is a failure to comply with a notice or fee requirement of this section, the director may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the director.

(e) Notice filings for other federal covered securities. Unless the director provides otherwise by rule, any other federal covered security may be offered and sold in this state in reliance on it being a federal covered security without the filing of a notice or the payment of a fee. A rule adopted under this chapter may require a notice filing with respect to other federal covered securities by or on behalf of an issuer and the payment of a fee of two hundred fifty dollars and the payment of a fee of two hundred seventy-five dollars for any late filing.

Source: SL 2004, ch 278, § 11; SL 2016, ch 222, § 1; SL 2017, ch 195, § 1.
S.D. Codified Laws § 47-22-65.5 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.5
Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees
Status: in_force

No indemnification provided by §§ 47-22-65.1 to 47-22-65.8 , inclusive, is exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

Source: SL 1986, ch 388, § 6.
S.D. Codified Laws § 47-26-4 — SD Code / Title 47 / Chapter 26 / Section 47-26-4
Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets
Status: in_force

Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

Source: SL 1965, ch 24, § 47.
S.D. Codified Laws § 47-1A-1325.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1325.1
Notice required upon withholding of payment for after-acquired shares
Status: in_force

If the corporation elected to withhold payment under § 47-1A-1325 , the corporation must, within thirty days after the form required by subsection 47-1A-1322.1 (2)(b) is due, notify all shareholders who are described in § 47-1A-1325 :

(1) Of the information required by subdivision 47-1A-1324(1);

(2) Of the corporation's estimate of fair value pursuant to subdivision 47-1A-1324(2);

(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under § 47-1A-1326 ;

(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and

(5) That those shareholders who do not satisfy the requirements for demanding appraisal under § 47-1A-1326 shall be deemed to have accepted the corporation's offer.

Source: SL 2005, ch 239, § 296.
S.D. Codified Laws § 47-29-7 — SD Code / Title 47 / Chapter 29 / Section 47-29-7
Grounds previously used for burial--Lot owners as members of corporation
Status: in_force

When grounds purchased or otherwise acquired for cemetery purposes have been previously used as a burial ground, those who are lot owners at the time of the purchase shall continue to own the same and be members of the corporation with all the privileges the purchase of a corporation lot confers.

Source: SDC 1939, § 11.1904.
S.D. Codified Laws § 47-21-3 — SD Code / Title 47 / Chapter 21 / Section 47-21-3
Name of cooperative--Exceptions
Status: in_force

The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "Inc.," unless in an affidavit made by its president or vice - president, and filed with the secretary of state, or in an affidavit made by a person signing articles of incorporation, consolidation, merger, or conversion, which relate to such cooperative, and filed, together with any such articles, with the secretary of state, it shall appear that the cooperative desires to do business in another state and is or would be precluded therefrom by reason of the inclusion of such words or either thereof in its name; provided, however, that this section shall not apply to any corporation which becomes subject to this chapter by complying with the provisions of §§ 47-21-22 to 47-21-24 , inclusive, or § 47-21-74 and which elects to retain a corporate name which does not comply with this section.

Source: SL 1947, ch 33, § 5; SDC Supp 1960, § 11.2205.
S.D. Codified Laws § 47-26-3 — SD Code / Title 47 / Chapter 26 / Section 47-26-3
Dissolution by board of directors in corporation without members entitled to vote
Status: in_force

Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 47 (2).
S.D. Codified Laws § 47-11C-21.1 — SD Code / Title 47 / Chapter 11C / Section 47-11C-21.1
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

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

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-11A-1 — SD Code / Title 47 / Chapter 11A / Section 47-11A-1
Formation of corporation and limited liability company authorized
Status: in_force

One or more chiropractors may form professional service corporations for the practice of chiropractic 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. The articles of incorporation of such corporations shall contain provisions complying with the requirements of §§ 47-11A-1 to 47-11A-12, inclusive.

Chiropractors may form professional limited liability companies 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. The articles of organization of such limited liability companies shall contain provisions complying with the requirements of §§ 47-11A-1 to 47-11A-12, inclusive.

Source: SL 1970, ch 258, § 1; SL 1993, ch 344, § 39D.
S.D. Codified Laws § 47-29-13 — SD Code / Title 47 / Chapter 29 / Section 47-29-13
Surveying and platting of cemetery grounds--Recordation--Lot numbering
Status: in_force

A cemetery corporation shall cause its land, or such portion thereof as may from time to time become necessary for that purpose, to be surveyed into lots, avenues, and walks, and platted, and the plat of ground as surveyed shall be acknowledged and recorded in the office of the register of deeds of the county. Each lot shall be regularly numbered by the surveyor and such number shall be marked on the plat and recorded.

Source: SDC 1939, § 11.1906; SL 1949, ch 24; SL 1955, ch 16.
S.D. Codified Laws § 47-16-41 — SD Code / Title 47 / Chapter 16 / Section 47-16-41
Deductions from total proceeds
Status: in_force

In determining net proceeds of a cooperative, there shall be deducted from total proceeds:

(1) All operating expenses and costs;

(2) The cost of supplies, commodities, equipment, and other property or services procured or sold for patrons;

(3) The cost of services performed for patrons;

(4) All taxes and all other expenses;

(5) Reasonable and necessary reserves for depreciation, depletion and obsolescence of physical property, doubtful accounts, and other valuation reserves, all of which shall be established in accordance with usual and customary accounting practices.

Source: SDC 1939, § 11.1131 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11-12 — SD Code / Title 47 / Chapter 11 / Section 47-11-12
Annual renewal of certificate--Conditions
Status: in_force

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

Source: SL 1961, ch 29, § 6; SL 1999, ch 190, § 4.
S.D. Codified Laws § 47-14A-87 — SD Code / Title 47 / Chapter 14A / Section 47-14A-87
Conversion to business trust not to affect liabilities incurred prior to conversion
Status: in_force

The conversion of any other business entity into a business trust may not be deemed to affect any obligations or liabilities of the other business entity incurred prior to its conversion to a business trust, or the personal liability of any person incurred prior to such conversion.

Source: SL 2001, ch 245, § 87.
S.D. Codified Laws § 47-1A-124 — SD Code / Title 47 / Chapter 1A / Section 47-1A-124
Correction filed document--Circumstances when allowed
Status: in_force

A domestic or foreign corporation may correct a document filed by the Office of the Secretary of State if any of the following occur:

(1) The document contains an inaccuracy;

(2) The document was defectively executed, attested, sealed, verified, or acknowledged; or

(3) The electronic transmission was defective.

Source: SL 2005, ch 239, § 11.
S.D. Codified Laws § 47-14A-56 — SD Code / Title 47 / Chapter 14A / Section 47-14A-56
Certificate of trust on file with secretary is notice of business trust
Status: in_force

The fact that a certificate of trust is on file in the Office of the Secretary of State is notice that the entity formed in connection with the filing of the certificate of trust is a business trust formed under the laws of the state and is notice of all other facts set forth therein which are required to be set forth in a certificate of trust by § 47-14A-43 and is notice of the limitation on liability of a series of a business trust which is permitted to be set forth in a certificate of trust.

Source: SL 2001, ch 245, § 56.
S.D. Codified Laws § 47-21-7 — SD Code / Title 47 / Chapter 21 / Section 47-21-7
Articles of incorporation--Unnecessary recitals--Signing of articles
Status: in_force

Articles of incorporation of a cooperative 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 names and addresses of the incorporators; and

(4) The names and addresses of its directors;

It shall not be necessary to recite in the articles of incorporation of a cooperative the purpose for which it is organized or any of its corporate powers.

Such articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives.

Source: SL 1947, ch 33, § 7; SDC Supp 1960, § 11.2207.
S.D. Codified Laws § 47-11G-8 — SD Code / Title 47 / Chapter 11G / Section 47-11G-8
Articles of incorporation—Shareholder and employee information
Status: in_force

A copy of the articles of incorporation, certified by the secretary of state, must be filed with the licensing board of each shareholder, together with a certified copy of any amendments. The corporation shall also file the names and addresses of each shareholder and the names and addresses of all persons who are not shareholders but are employed by the corporation and licensed to practice physical therapy, occupational therapy, or speech-language pathology in this state.

The respective licensing board must be notified within ten days if any information required by this section changes.

Source: SL 2022, ch 167, § 8.
S.D. Codified Laws § 47-14A-35 — SD Code / Title 47 / Chapter 14A / Section 47-14A-35
Business trust to have perpetual existence--Termination determined by governing instrument
Status: in_force

Except to the extent otherwise provided in the governing instrument of the business trust, a business trust shall have perpetual existence, and a business trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its governing instrument.

Source: SL 2001, ch 245, § 35.
S.D. Codified Laws § 47-11F-2 — SD Code / Title 47 / Chapter 11F / Section 47-11F-2
Professional corporation defined
Status: in_force

For the purposes of this chapter, the term, professional corporation, includes a limited liability company organized under chapter 47-34A or a limited liability partnership organized under chapter 48-7 . With respect to a limited liability company, references in this chapter to articles of incorporation, by - laws, directors, officers, shareholders, and shares of stock refer to articles of organization, operating agreement, governors, managers, members, and membership interest, respectively. With respect to a limited liability partnership, references in this chapter to articles of incorporation and by - laws refer to partnership agreement, references to directors, officers, and shareholders refer to partners, and references to shares of stock refer to partnership interests.

Source: SL 2000, ch 219, § 2.
S.D. Codified Laws § 47-27-1 — SD Code / Title 47 / Chapter 27 / Section 47-27-1
Certificate of authority to do business--Application--Contents of application--Forms--Execution
Status: in_force

Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated;

(2) The date of incorporation and the period of duration of the corporation;

(3) The street address of the principal office of the corporation in the state or country under whose laws it is incorporated;

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

(5) The purpose or purposes of the corporation in engaging in business in this state;

(6) The names and respective addresses of the directors and officers of the corporation; and

(7) Such additional information as may be necessary in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to engage in business in this state.

An original and one exact or conforming copy of the application shall be made on forms prescribed and furnished by the secretary of state and shall be executed and acknowledged by the chair of the board of directors, by the corporation's president, or by another of the corporation's officers.

Source: SL 1965, ch 24, § 69; SL 1989, ch 393, § 34; SL 1990, ch 367, § 16; SL 2004, ch 280, § 6; SL 2008, ch 275, § 68.
S.D. Codified Laws § 47-15-11 — SD Code / Title 47 / Chapter 15 / Section 47-15-11
Effect of amendment
Status: in_force

No amendment to the articles may affect any existing cause of action or proceeding to which the cooperative is a party or existing rights of persons other than members or stockholders.

Source: SDC 1939, § 11.1136 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-32 — SD Code / Title 47 / Chapter 22 / Section 47-22-32
First meeting of members--Notice of meeting
Status: in_force

A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting.

Source: SL 1965, ch 24, § 34.
S.D. Codified Laws § 47-31B-605 — SD Code / Title 47 / Chapter 31B / Section 47-31B-605
Rules, forms, orders, interpretive opinions, and hearings
Status: in_force

(a) Issuance and adoption of forms, orders, and rules. The director may:

(1) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;

(2) By rule, define terms, whether or not used in this chapter, but those definitions may not be inconsistent with this chapter; and

(3) By rule, classify securities, persons, and transactions and adopt different requirements for different classes.

(b) Findings and cooperation. Under this chapter, a rule or form may not be adopted or amended, or an order issued or amended, unless the director finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this chapter. In adopting, amending, and repealing rules and forms, § 47-31B-608 applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.

(c) Financial statements. Subject to Section 15(h) of the Securities Exchange Act and Section 222 of the Investment Advisers Act of 1940, the director may require that a financial statement filed under this chapter be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this chapter. A rule adopted or order issued under this chapter may establish:

(1) Subject to Section 15(h) of the Securities Exchange Act and Section 222 of the Investment Advisors Act of 1940, the form and content of financial statements required under this chapter;

(2) Whether unconsolidated financial statements must be filed; and

(3) Whether required financial statements must be audited by an independent certified public accountant.

(d) Interpretative opinions. The director may provide interpretative opinions or issue determinations that the director will not institute a proceeding or an action under this chapter against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this chapter. A fifty dollar fee is required for interpretative opinions and no action letters.

(e) Effect of compliance. A penalty under this chapter may not be imposed for, and liability does not arise from conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the director under this chapter.

(f) Presumption for public hearings. A hearing in an administrative proceeding under this chapter must be conducted in public unless the director for good cause consistent with this chapter determines that the hearing will not be so conducted.

Source: SL 2004, ch 278, § 43.
S.D. Codified Laws § 47-1A-1503 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1503
Application for certificate of authority
Status: in_force

A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Office of the Secretary of State for filing. The application must set forth:

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of §§ 47-1A-1506 to 47-1A-1506.4 , inclusive;

(2) The name of the state or country under whose law it is incorporated;

(3) Its date of incorporation and period of duration;

(4) The street address of its principal office;

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

(6) The names and usual business addresses of its current directors and officers.

The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

Source: SL 2005, ch 239, § 351; SL 2008, ch 275, § 46.
S.D. Codified Laws § 47-1A-922 — SD Code / Title 47 / Chapter 1A / Section 47-1A-922
Articles of domestication--Execution--Content
Status: in_force

After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be executed by any officer or other duly authorized representative. The articles shall set forth:

(1) The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive;

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

(3) A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state.

Source: SL 2005, ch 239, § 207.
S.D. Codified Laws § 47-21-39 — SD Code / Title 47 / Chapter 21 / Section 47-21-39
Cessation of business--Continuance of corporate existence--Notice to creditors--Publication
Status: in_force

Upon the filing by the secretary of state of the certificate and affidavit required by § 47-21-38 , the cooperative shall cease to carry on its business except to the extent necessary for the termination thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state. The board of directors shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-1A-746 — SD Code / Title 47 / Chapter 1A / Section 47-1A-746
Payment of expenses
Status: in_force

On termination of the derivative proceeding the court may:

(1) Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;

(2) Order the plaintiff to pay any defendant's reasonable expenses. including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

(3) Order a party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.

Source: SL 2005, ch 239, § 134.
S.D. Codified Laws § 47-1A-1002 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1002
Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.

Source: SL 2005, ch 239, § 236.
S.D. Codified Laws § 47-25A-13 — SD Code / Title 47 / Chapter 25A / Section 47-25A-13
Foreign for-profit domestication and conversion
Status: in_force

A foreign business corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the laws of the foreign jurisdiction.

Source: SL 2016, ch 221, § 28.
S.D. Codified Laws § 47-1A-825.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-825.2
Acts relating to committees not compliance by director with standards of conduct
Status: in_force

The creation of, delegation of authority to, or action by, a committee does not alone constitute compliance by a director with the standards of conduct described in §§ 47-1A-830 and 47-1A-830.1 .

Source: SL 2005, ch 239, § 155.
S.D. Codified Laws § 47-21-61 — SD Code / Title 47 / Chapter 21 / Section 47-21-61
Powers of cooperative--Corporate seal
Status: in_force

A cooperative shall have power to adopt a corporate seal and alter the same.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (3).
S.D. Codified Laws § 47-21-27 — SD Code / Title 47 / Chapter 21 / Section 47-21-27
Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance
Status: in_force

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

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

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

(3) A statement that each consolidating cooperative agrees to the consolidation;

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

(5) The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members of the consolidating cooperatives may or shall become members of the new cooperative;

Source: SL 1947, ch 33, § 17; SDC Supp 1960, § 11.2217 (2); SL 1994, ch 350, § 1.
S.D. Codified Laws § 47-1A-722.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722.4
Transferee for value of shares subject to irrevocable appointment of proxy--Revocation
Status: in_force

A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

Source: SL 2005, ch 239, § 103.
S.D. Codified Laws § 47-1A-1506.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1506.4
Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority
Status: in_force

If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive, and obtains an amended certificate of authority under § 47-1A-1504 .

Source: SL 2005, ch 239, § 358.
S.D. Codified Laws § 47-1A-621 — SD Code / Title 47 / Chapter 1A / Section 47-1A-621
Issuance of shares by board of directors--Powers reserved to shareholders
Status: in_force

The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

No corporation may issue stocks or bonds except for money, labor done, or money or property, tangible or intangible, actually received. Before the corporation may issue shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefore are fully paid and nonassessable.

Source: SL 2005, ch 239, § 65.
S.D. Codified Laws § 47-13-1 — SD Code / Title 47 / Chapter 13 / Section 47-13-1
Veterinary corporations authorized--Formation and purposes of corporation--Limited liability companies authorized
Status: in_force

One or more persons licensed pursuant to chapter 36-12 , hereinafter referred to as the Veterinary Practice Act, may associate to form a corporation, pursuant to the provisions of law pertaining to private corporations to own, operate, and maintain an establishment for the study, diagnosis, and treatment for the prevention, cure, or relief of a pain, deformity, wound, fracture, body injury, or physical condition or disability of animals and to promote scientific research and knowledge of the same; and for any other purpose incident or necessary thereto; provided such diagnosis and treatment may be given by employees of the corporation only if they are licensed pursuant to the Veterinary Practice Act.

Persons licensed pursuant to the Veterinary Practice Act may associate to form a limited liability company pursuant to the provisions of law pertaining to limited liability companies to own, operate, and maintain an establishment for the study, diagnosis, cure, or relief of a pain, deformity, wound, fracture, body injury, or physical conditions or disability of animals and to promote scientific research and knowledge of the same; and for any other purpose incident or necessary thereto; provided such diagnosis and treatment may be given by employees of the limited liability company only if they are licensed pursuant to the Veterinary Practice Act.

Source: SL 1964, ch 20, § 2; SL 1973, ch 282; SL 1993, ch 344, § 39R.
S.D. Codified Laws § 47-1A-721.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-721.2
Voting entitlement of redeemable shares
Status: in_force

Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Source: SL 2005, ch 239, § 98.
S.D. Codified Laws § 47-9A-10 — SD Code / Title 47 / Chapter 9A / Section 47-9A-10
Raising breeding stock for resale exempt--Nurseries and seed farms
Status: in_force

The restrictions of §§ 47-9A-1 and 47-9A-3 do not apply to agricultural land operated by a corporation for the purpose of raising breeding stock for resale to farmers or operated for the purpose of growing seed, nursery plants, or sod.

Source: SL 1974, ch 294, § 4 (5); SL 2004, ch 277, § 8.
S.D. Codified Laws § 47-22-37 — SD Code / Title 47 / Chapter 22 / Section 47-22-37
Modification of lines of succession during emergency
Status: in_force

The board of directors, either before or during any emergency described in § 47-22-35 , may provide, and from time to time modify, lines of succession in the event that during any such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-34A-112 — SD Code / Title 47 / Chapter 34A / Section 47-34A-112
Nature of business and powers
Status: in_force

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business including regulation of professional service firms. Limited liability companies may not engage in activities proscribed by chapter 47-9A unless the ownership restrictions are met by the membership of the limited liability company by substitution of members for shareholders in that chapter.

(b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:

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

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

(3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;

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

(5) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;

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

(7) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity including but not limited to limited partnerships and limited liability companies;

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

(9) Elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit, or otherwise assist its members;

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

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

(12) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company.

Source: SL 1998, ch 272, § 112.
S.D. Codified Laws § 47-11E-12.2 — SD Code / Title 47 / Chapter 11E / Section 47-11E-12.2
Amendment of articles of incorporation to be consistent with law
Status: in_force

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

Source: SL 2005, ch 240, § 2.
S.D. Codified Laws § 47-22-2.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-2.1
Applicability to corporations existing prior to 1965
Status: in_force

Any nonprofit corporation in existence prior to 1965 may continue to operate as provided by its charter notwithstanding chapters 47-22 to 47-28 , inclusive.

Source: SL 1984, ch 300.
S.D. Codified Laws § 47-22-54 — SD Code / Title 47 / Chapter 22 / Section 47-22-54
Powers of corporation--Corporate seal
Status: in_force

Each corporation shall have power to have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

Source: SL 1965, ch 24, § 5 (3).
S.D. Codified Laws § 47-12-3.1 — SD Code / Title 47 / Chapter 12 / Section 47-12-3.1
Revocable trust as shareholder, member, or partner--Conditions
Status: in_force

Notwithstanding any other provisions of this chapter, a revocable trust may be a shareholder in a corporation, a member in a limited liability company, or a partner in a limited partnership, a limited liability limited partnership, or a limited liability partnership subject to this chapter, for so long as the grantor of the revocable trust is living and is a licensed dentist pursuant to chapter 36-6A .

Source: SL 2002, ch 205, § 7; SL 2017, ch 194, § 5.
S.D. Codified Laws § 47-21-46.3 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.3
Filing of mortgage or trust deed covering less than fee simple interest--Effect--Termination--Sufficiency of description
Status: in_force

A mortgage or trust deed to secure a debt executed by a rural electric cooperative, covering the whole or part of its easements or other less than fee simple interests in real estate used in the transmission or distribution of electric service, and also covering the fixtures of the rural electric cooperative which are annexed to it, may be filed in the Office of the Secretary of State along with, or as part of, the financing statement covering the fixtures. The filing of the mortgage or deed of trust has the same effect, and is notice of the rights and interest of the mortgagee or trustee in the easements and other less than fee simple interest in real estate to the same extent as if the mortgage or deed of trust were duly recorded in the office of the register of deeds of each county in which the real estate is situated. The effectiveness of the filing terminates at the same time as provided in § 47-21-46.2 for the termination of the effectiveness of a fixture filing. For the purpose of this section, a mortgage or deed of trust filed under this section contains a sufficient description to give notice of the rights and interest of the mortgagee or trustee in the easements and other less than fee simple interest in the real estate used for the transmission and distribution of electric service of the rural electric cooperative if the mortgage or deed of trust states that the security includes easements, rights-of-way of, or transmission or distribution systems of, or lines of, the rural electric cooperative, or all property owned by the rural electric cooperative. A mortgage or deed of trust filed before July 1, 2009, pursuant to § 47-21-46 , which complies with the provisions of this section, is considered filed and effective under this section as of July 1, 2009. Section 47-21-46 applies to real estate owned in fee simple by a rural electric cooperative. Any mortgage or deed of trust filed before July 1, 2009, with the Office of the Secretary of State pursuant to chapter 57A-9 , that complies with the provisions of this section, is considered filed and effective under this section as of July 1, 2009.

Source: SL 2009, ch 233, § 3.
S.D. Codified Laws § 47-11D-21.1 — SD Code / Title 47 / Chapter 11D / Section 47-11D-21.1
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

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

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-1A-1302 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1302
Right to appraisal
Status: in_force

A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:

(1) Consummation of a merger to which the corporation is a party under either of the following circumstances:

(a) Shareholder approval is required for the merger by § 47-1A-1104 and the shareholder is entitled to vote on the merger, except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or

(b) The corporation is a subsidiary and the merger is governed by §§ 47-1A-1105 to 47-1A-1105.2 , inclusive;

(2) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(3) Consummation of a disposition of assets pursuant to §§ 47-1A-1202 to 47-1A-1202.6 , inclusive, if the shareholder is entitled to vote on the disposition;

(4) An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;

(5) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;

(6) Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication; or

(7) Consummation of a conversion of the corporation to an unincorporated entity pursuant to §§ 47-1A-950 to 47-1A-956 , inclusive.

Source: SL 2005, ch 239, § 281.
S.D. Codified Laws § 47-26-10 — SD Code / Title 47 / Chapter 26 / Section 47-26-10
Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution
Status: in_force

The original articles of dissolution 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 the articles of dissolution conform to law, 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 dissolution to which he shall affix the copy.

The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto, shall be returned to the representative of the dissolved corporation.

Source: SL 1965, ch 24, § 52; SL 1989, ch 393, § 30; SL 2012, ch 222, § 8.