S.D. Codified Laws § 47-31B-201 — SD Code / Title 47 / Chapter 31B / Section 47-31B-201
Exempt securities
Status: in_force

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

(1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. 230.131) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one or more states; by a political subdivision of one or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by the Congress; or a certificate of deposit for any of the foregoing;

(2) A security issued, insured, or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor;

(3) A security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by:

(A) An international banking institution;

(B) A banking institution organized under the laws of the United States; a member bank of the Federal Reserve System; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the Comptroller of Currency pursuant to Section 1 of Public Law 87-722 (12 U.S.C. § 92a); or

(C) Any other depository institution, unless by rule or order the director proceeds under § 47-31B-204 ;

(4) A security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state;

(5) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:

(A) Regulated in respect to its rates and charges by the United States or a state;

(B) Regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or

(C) A public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act;

(6) A federal covered security specified in Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this chapter; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the Securities and Exchange Commission under Section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C. § 78i(b));

(7) A security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under Section 3(c)(10)(B) of the Investment Company Act of 1940 (15 U.S.C. § 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness issued by such a person, a rule may be adopted under this chapter limiting the availability of this exemption by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying with respect to paragraph (B) the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:

(A) To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the director does not disallow the exemption within the period established by the rule;

(B) To file a request for exemption authorization for which a rule under this chapter may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with § 47-31B-611 , and grounds for denial or suspension of the exemption; or

(C) To register under § 47-31B-304 ;

(8) Any securities of any cooperative corporation organized in good faith and qualified to do business as a cooperative under chapter 47-15 or chapter 47-21 and sold only to members of such cooperative corporations for the purpose of conducting under the cooperative plan among its stockholders any or all of the following businesses:

(A) Any agricultural, dairy, livestock, or produce business;

(B) The business of selling, marketing, or otherwise handling any agricultural, dairy, or livestock products, or other produce raised or produced by the stockholders of such corporation or by any cooperative corporation;

(C) The manufacture of any products from handling any agricultural, dairy, or livestock products, or other produce by the members of such corporations;

(D) The funding of economic development projects in South Dakota;

(E) The operation of a rural telephone among its stockholders;

(F) Any business incidental to any of the above purposes; and

(G) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative; and

(9) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)).

Source: SL 2004, ch 278, § 6.
S.D. Codified Laws § 47-17-1 — SD Code / Title 47 / Chapter 17 / Section 47-17-1
Board of directors as manager of cooperative--Qualifications of directors
Status: in_force

The business and affairs of a cooperative shall be managed by a board of directors. Each director shall be a member or a representative of a member who is an entity member. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified territorial districts.

Source: SDC 1939, § 11.1123 (1) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 8.
S.D. Codified Laws § 47-22-39 — SD Code / Title 47 / Chapter 22 / Section 47-22-39
Duration of emergency bylaws
Status: in_force

To the extent not inconsistent with any emergency bylaws adopted pursuant to § 47-22-35 , the bylaws of the corporation shall remain in effect during any emergency described in § 47-22-35 and upon its termination the emergency bylaws shall cease to be operative.

Source: SL 1965, ch 24, § 14.
S.D. Codified Laws § 47-11-6 — SD Code / Title 47 / Chapter 11 / Section 47-11-6
Employees subject to Medical Practice Act
Status: in_force

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

Source: SL 1961, ch 29, § 16.
S.D. Codified Laws § 47-1A-623 — SD Code / Title 47 / Chapter 1A / Section 47-1A-623
Share dividends
Status: in_force

Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this section is a share dividend.

Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The articles of incorporation so authorize;

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) There are no outstanding shares of the class or series to be issued.

If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

Source: SL 2005, ch 239, § 68.
S.D. Codified Laws § 47-1A-920.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920.1
Domestication--Domestic business corporation to be foreign business corporation
Status: in_force

A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in §§ 47-1A-920 to 47-1A-925.1 , inclusive.

Source: SL 2005, ch 239, § 197.
S.D. Codified Laws § 47-1A-862.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-862.3
Qualified director defined
Status: in_force

For purposes of §§ 47-1A-862 and 47-1A-862.1 , the term, qualified director means, with respect to a director's conflicting interest transaction, any director who does not have either a conflicting interest respecting the transaction, or a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.

Source: SL 2005, ch 239, § 189.
S.D. Codified Laws § 47-13B-14 — SD Code / Title 47 / Chapter 13B / Section 47-13B-14
Restrictions on corporate practice of accounting
Status: in_force

Except as provided in this chapter, corporations shall not engage in the practice of accounting. Professional service corporations organized and operated in accordance with the provisions of this chapter shall not be deemed lay agencies within the meaning of the laws of this state and the rules and regulations of the South Dakota Board of Accountancy or the code of professional ethics of the American Institute of Certified Public Accountants.

Source: SL 1971, ch 260, § 4.
S.D. Codified Laws § 47-20-13 — SD Code / Title 47 / Chapter 20 / Section 47-20-13
Fees collectible by secretary of state
Status: in_force

The secretary of state shall charge and collect the fees provided by §§ 47-1A-122 and 47-1A-122.1 for filing the instruments and issuing the certificates relating to domestic corporations therein provided. The fees applicable to amended articles of incorporation shall apply to restated articles of incorporation and fees applicable to the articles of incorporation shall apply to articles of merger or consolidation.

Source: SDC 1939, § 11.1152 as enacted by SL 1965, ch 23, § 1; SL 1966, ch 16, § 4; SL 1967, ch 12; SL 2005, ch 202, § 5.
S.D. Codified Laws § 47-1A-124.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-124.2
Articles of correction--Effective date
Status: in_force

Articles of correction are effective on the effective date of the document that they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

Source: SL 2005, ch 239, § 13.
S.D. Codified Laws § 47-17-10 — SD Code / Title 47 / Chapter 17 / Section 47-17-10
Waiver of notice of meeting
Status: in_force

A signed waiver of notice of a meeting of the board of directors of a cooperative is equivalent to personal notice to the individual signing the waiver. Attendance at a meeting is a waiver of notice of the meeting, except when a director attends the meeting and objects to the transaction of business because the meeting was not lawfully convened.

Source: SDC 1939, § 11.1124 (3) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 9.
S.D. Codified Laws § 47-14A-48 — SD Code / Title 47 / Chapter 14A / Section 47-14A-48
Termination of certificate containing future effective date
Status: in_force

If any certificate filed in accordance with this chapter provides for a future effective date or time and if the transaction is terminated or amended to change the future effective date or time prior to the future effective date or time, the certificate shall be terminated or amended by the filing, prior to the future effective date or time set forth in such original certificate, of a certificate of termination or amendment of the original certificate, executed and filed in accordance with this section, which shall identify the original certificate which has been terminated or amended and shall state that the original certificate has been terminated or amended.

Source: SL 2001, ch 245, § 48.
S.D. Codified Laws § 47-1A-950 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950
Domestic business corporation to become domestic unincorporated entity
Status: in_force

A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.

Source: SL 2005, ch 239, § 215.
S.D. Codified Laws § 47-1A-1007.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1007.1
Restated articles of incorporation--Delivery to Office of Secretary of State
Status: in_force

A corporation that restates its articles of incorporation shall deliver to the Office of the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under § 47-1A-1006 .

Source: SL 2005, ch 239, § 242.
S.D. Codified Laws § 47-23-16 — SD Code / Title 47 / Chapter 23 / Section 47-23-16
Election or appointment of directors--Term of office
Status: in_force

Directors after the first board shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

Source: SL 1965, ch 24, § 20.
S.D. Codified Laws § 47-33-14 — SD Code / Title 47 / Chapter 33 / Section 47-33-14
Right to demand fair value of voting shares--Notice of right of demand
Status: in_force

(1) Unless otherwise provided in the articles of the domestic public corporation before the control share acquisition has occurred, in the event control shares acquired in the control share acquisition are accorded voting rights pursuant to § 47-33-12 and the acquiring person beneficially owns a majority or more of all voting shares, all shareholders of the domestic public corporation who did not vote to approve the resolution pursuant to § 47-33-12 shall have the right to make written demand on the acquiring person for payment of the fair value of the voting shares of the corporation held by the shareholder and the acquiring person shall be required to pay the fair value, plus interest, to the shareholder in cash pursuant to the procedures herein specified. Interest shall be payable on the fair value of the shares at the Category C rate of interest provided in § 54-3-16 from and after the date the control shares acquired in the control share acquisition are accorded full voting rights pursuant to § 47-33-12 .

(2) As used in this section, "fair value" includes an increment representing a proportion of any value payable for acquisition of control of the corporation and, in no event, shall be less than the highest price paid per share by the acquiring person in the control share acquisition for other shares of the same class or series.

(3) As soon as practicable after such events have occurred, the acquiring person shall cause a notice to be delivered to all shareholders of the domestic public corporation:

(a) Advising them that all shareholders who did not vote to accord voting rights to the control shares pursuant to § 47-33-12 are entitled to demand that they be paid the fair value of their shares;

(b) Advising them that the minimum value any such shareholder can receive under this section is the highest price paid per share by the acquiring person in the control share acquisition for other shares of the same class or series and stating that value, plus interest;

(c) Stating the acquiring person's opinion of the fair value of the shares, explaining the basis upon which that value was determined, and offering to pay each shareholder that amount in cash for each share, plus interest, upon receiving the shareholder's agreement to accept it; however, in no event shall the amount offered by the acquiring person be less than the minimum value the shareholder can receive under this section;

(d) Advising them that any such shareholder may elect to employ the procedure set forth in § 47-33-15 for a determination of the fair value of his shares if the shareholder believes the fair value of his shares is higher than the amount offered by the acquiring person; and

(e) Stating the address to which such shareholders may send their demands to be paid the fair value of their shares and the time within which the shareholders must submit their demands, which shall not be less than thirty days from the date of mailing of the notice by the acquiring person to the shareholders.

(4) The provisions of this section shall not preclude an acquiring person from purchasing voting shares of the corporation at a price other than the fair value of those shares and does not preclude any shareholder from agreeing to sell his voting shares at that or any other price to any person.

Source: SL 1990, ch 369, § 207.
S.D. Codified Laws § 47-1A-401 — SD Code / Title 47 / Chapter 1A / Section 47-1A-401
Corporate name--Use of particular words--Purpose
Status: in_force

A corporate name must contain the term, corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 47-1A-301 and its articles of incorporation.

Source: SL 2005, ch 239, § 41.
S.D. Codified Laws § 47-20-17 — SD Code / Title 47 / Chapter 20 / Section 47-20-17
Change of registered office or registered agent--Procedure
Status: in_force

A corporation may change its registered office or change its registered agent, or both, upon filing in the Office of the Secretary of State a statement setting forth:

(1) The name of the corporation;

(2) The street address, or a statement that there is no street address, of its current registered office;

(3) If the address of its current registered office is to be changed, the street address, or a statement that there is no street address, of its new registered office;

(4) The name of its current registered agent;

(5) If its current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment. Such consent may be given by electronic signature pursuant to chapter 53-12 ;

(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

(7) That such change was authorized by resolution duly adopted by the board of directors.

Source: SL 1977, ch 381, § 4; SL 1989, ch 390, § 16; SL 2004, ch 280, § 8.
S.D. Codified Laws § 47-14A-11 — SD Code / Title 47 / Chapter 14A / Section 47-14A-11
Service of process--Fee if service made on secretary of state
Status: in_force

Service of process shall be effected by serving the South Dakota trustee or registered agent of such business trust required by § 47-14A-30 (or, if there is none, the secretary of state) with one copy of such process in the manner provided by law for service of writs of summons. In the event service is made upon the secretary of state, the plaintiff shall 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 of the proceeding if the plaintiff shall prevail therein.

Source: SL 2001, ch 245, § 11.
S.D. Codified Laws § 47-26-16 — SD Code / Title 47 / Chapter 26 / Section 47-26-16
Involuntary dissolution by court decree--Action by attorney general--Grounds of action
Status: in_force

The provisions of § 47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that:

(1) The corporation procured its articles of incorporation through fraud; or

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

Source: SL 1965, ch 24, § 53; SL 1967, ch 14, § 1; SL 1989, ch 393, § 31.
S.D. Codified Laws § 47-29-26 — SD Code / Title 47 / Chapter 29 / Section 47-29-26
Validation of previous cemetery lot deeds
Status: in_force

All instruments of conveyance of real property, lots, or parts of lots made by any cemetery corporation prior to January 1, 1994, are, notwithstanding any omission, irregularity, or defect in such instruments and the proceedings, resolutions, and other actions had and taken by such cemetery corporation to sell, exchange, transfer, and convey the same, hereby validated, legalized, and cured to the extent that such conveyance shall operate to convey and transfer title to the person or persons named as grantee or grantees in such instruments of conveyance all the right, title, and interest of said cemetery corporation in and to such real property, lots, or parts of lots.

Source: SL 1957, ch 507; SDC Supp 1960, § 65.0339; SL 1994, ch 348, § 2.
S.D. Codified Laws § 47-1A-1330.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1330.3
Jurisdiction--Appraisers--Discovery--Jury trial
Status: in_force

The jurisdiction of the court in which the proceeding is commenced under § 47-1A-1330.1 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.

Source: SL 2005, ch 239, § 303.
S.D. Codified Laws § 47-1A-204 — SD Code / Title 47 / Chapter 1A / Section 47-1A-204
Liability for pre-incorporation transactions
Status: in_force

Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is jointly and severally liable for all liabilities created while so acting.

Source: SL 2005, ch 239, § 33.
S.D. Codified Laws § 47-21-15 — SD Code / Title 47 / Chapter 21 / Section 47-21-15
Husband and wife as directors
Status: in_force

If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (4).
S.D. Codified Laws § 47-1A-744.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744.3
Proceeding commenced after rejection of shareholder demand--Complaint requirements
Status: in_force

If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of independent directors at the time the determination was made, or (2) that the requirements of § 47-1A-744 have not been met.

Source: SL 2005, ch 239, § 130.
S.D. Codified Laws § 47-1A-1431 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1431
Venue
Status: in_force

Venue for a proceeding by the attorney general to dissolve a corporation lies in Hughes County. Venue for a proceeding brought by any other party named in § 47-1A-1430 lies in the county where a corporation's principal office is or was last located, or, if none in this state, in Hughes County.

Source: SL 2005, ch 239, § 332; SL 2008, ch 275, § 45.
S.D. Codified Laws § 47-11B-2 — SD Code / Title 47 / Chapter 11B / Section 47-11B-2
Corporate name--Ethical standards
Status: in_force

The corporate name 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 professional limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L.C.", or "PLLC". In addition, the name of the corporation or limited liability company shall always meet the ethical standards established by the State Board of Examiners in Optometry by duly adopted rules and regulations.

Source: SL 1972, ch 249, § 2; SL 1993, ch 344, § 39I; SL 2020, ch 197, § 3.
S.D. Codified Laws § 47-26-22 — SD Code / Title 47 / Chapter 26 / Section 47-26-22
Power of court in liquidation proceedings--Actions by member or director
Status: in_force

Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a member or director when it is made to appear:

(1) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or

(2) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or

(3) That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(4) That the corporate assets are being misapplied or wasted; or

(5) That the corporation is unable to carry out its purposes.

Source: SL 1965, ch 24, § 56 (1).
S.D. Codified Laws § 47-14A-54 — SD Code / Title 47 / Chapter 14A / Section 47-14A-54
Fees paid at request of secretary or upon filing of certificate
Status: in_force

Any fee set forth in § 47-14A-57 shall be paid at the request of the secretary of state or at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of correction, a corrected certificate, a certificate of termination or amendment, a certificate of cancellation, a certificate of merger or consolidation, or a restated certificate.

Source: SL 2001, ch 245, § 54.
S.D. Codified Laws § 47-26-6.1 — SD Code / Title 47 / Chapter 26 / Section 47-26-6.1
Notice to attorney general
Status: in_force

At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for distribution of assets required pursuant to § 47-26-6 or plan of conversion pursuant to § 47-25A-8 or 47-25A-9 .

Source: SL 2016, ch 221, § 14.
S.D. Codified Laws § 47-1A-601.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-601.2
Classes or series of shares articles of incorporation may authorize
Status: in_force

The articles of incorporation may authorize one or more classes or series of shares that:

(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;

(2) Are redeemable or convertible as specified in the articles of incorporation:

(a) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;

(b) For cash, indebtedness, securities, or other property; and

(c) At prices and in amounts specified, or determined in accordance with a formula;

(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or

(4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.

The description of the preferences, rights, and limitations of classes or series of shares in this section is not exhaustive.

Source: SL 2005, ch 239, § 55.
S.D. Codified Laws § 47-21-24 — SD Code / Title 47 / Chapter 21 / Section 47-21-24
Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance
Status: in_force

If the proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two - thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two - thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two - thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice - president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:

(1) The name of the corporation and the address of its principal office prior to its conversion into a cooperative;

(2) The statute or statutes under which it was organized;

(3) A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;

(4) Its name as a cooperative;

(5) The address of the principal office of the cooperative;

(6) The names and addresses of the directors of the cooperative; and

(7) The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;

Source: SL 1947, ch 33, § 20; SDC Supp 1960, § 11.2220 (2).
S.D. Codified Laws § 47-14A-61 — SD Code / Title 47 / Chapter 14A / Section 47-14A-61
Reservation of name
Status: in_force

The exclusive right to the use of a name may be reserved by any person intending to form a business trust and to adopt that name or any business trust registered in this state which proposes to change its name.

Source: SL 2001, ch 245, § 61.
S.D. Codified Laws § 47-14A-52 — SD Code / Title 47 / Chapter 14A / Section 47-14A-52
Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing
Status: in_force

Any certificate authorized to be filed with the Office of the Secretary of State under this section (or any judicial decree of amendment or cancellation) shall be delivered to the Office of the Secretary of State for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:

(1) Certify that the certificate (or any judicial decree of amendment or cancellation) has been filed in the secretary of state's office by endorsing upon the filed certificate (or judicial decree) the word, filed, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;

(2) File and index the endorsed certificate (or judicial decree); and

(3) Prepare and return to the person who filed it or the person's representative a copy of the filed certificate (or judicial decree), similarly endorsed, and shall certify such copy as a true copy of the filed certificate (or judicial decree).

Source: SL 2001, ch 245, § 52.
S.D. Codified Laws § 47-16-40 — SD Code / Title 47 / Chapter 16 / Section 47-16-40
Distribution of net proceeds
Status: in_force

At least once annually the directors of a cooperative shall determine and distribute net proceeds as provided by §§ 47-16-41 to 47-16-53 , inclusive.

Source: SDC 1939, § 11.1131 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-22-29 — SD Code / Title 47 / Chapter 22 / Section 47-22-29
Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation
Status: in_force

If the secretary of state finds that restated articles delivered to him pursuant to § 47-22-28 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 restated certificate of incorporation to which he shall affix the copy.

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

Source: SL 1965, ch 24, § 39; SL 1989, ch 393, § 9.
S.D. Codified Laws § 47-11D-9 — SD Code / Title 47 / Chapter 11D / Section 47-11D-9
Investigation upon application--Issuance of certificate--Duration of certificate
Status: in_force

Upon receipt of an application made pursuant to § 47-11D-8 , the board shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each certified pursuant to chapter 36-4A 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 rules of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate which shall remain effective until January first following the date of such registration.

Source: SL 1993, ch 337, § 9.
S.D. Codified Laws § 47-21-48 — SD Code / Title 47 / Chapter 21 / Section 47-21-48
Encumbrance against personal property--Continuance of lien without refiling
Status: in_force

The lien upon personal property of any mortgage, deed of trust, or other instrument described in § 47-21-46 shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof or the filing of any renewal certificate, affidavit, or other supplemental information required by the laws relating to the renewal, maintenance, or extension of liens upon personal property.

Source: SL 1947, ch 33, § 26; SDC Supp 1960, § 11.2226.
S.D. Codified Laws § 47-31B-401 — SD Code / Title 47 / Chapter 31B / Section 47-31B-401
Broker-dealer registration requirement and exemptions
Status: in_force

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

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

(1) A broker - dealer without a place of business in this state if its only transactions effected in this state are with:

(A) The issuer of the securities involved in the transactions;

(B) A broker - dealer registered as a broker - dealer under this chapter or not required to be registered as a broker - dealer under this chapter;

(C) An institutional investor;

(D) A nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars acting for the account of others pursuant to discretionary authority in a signed record;

(E) A bona fide preexisting customer whose principal place of residence is not in this state and the person is registered as a broker - dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;

(F) A bona fide preexisting customer whose principal place of residence is in this state but was not present in this state when the customer relationship was established, if:

(i) The broker - dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and

(ii) Within forty - five days after the customer's first transaction in this state, the person files an application for registration as a broker - dealer in this state and a further transaction is not effected more than seventy - five days after the date on which the application is filed, or, if earlier, the date on which the director notifies the person that the director has denied the application for registration or has stayed the pendency of the application for good cause;

(G) Not more than three customers in this state during the previous twelve months, in addition to those customers specified in subparagraphs (A) through (F) and under subparagraph (H), if the broker - dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker - dealer has its principal place of business; and

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

(2) A person that deals solely in United States government securities and is supervised as a dealer in government securities by the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or the Office of Thrift Supervision.

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

(d) Foreign transactions. A rule adopted or order issued under this chapter may permit:

(1) A broker - dealer that is registered in Canada or other foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:

(A) An individual from Canada or other foreign jurisdiction who is temporarily present in this state and with whom the broker - dealer had a bona fide customer relationship before the individual entered the United States;

(B) An individual from Canada or other foreign jurisdiction who is present in this state and whose transactions are in a self - directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or

(C) An individual who is present in this state, with whom the broker - dealer customer relationship arose while the individual was temporarily or permanently a resident in Canada or the other foreign jurisdiction; and

(2) An agent who represents a broker - dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker - dealer described in paragraph (1).

Source: SL 2004, ch 278, § 17.
S.D. Codified Laws § 47-1A-1407.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1407.1
Time for bringing action to enforce claim against dissolved corporation after notice publication
Status: in_force

If the dissolved corporation publishes a newspaper notice in accordance with § 47-1A-1407 , the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice:

(1) A claimant who was not given written notice under §§ 47-1A-1406 to 47-1A-1406.2 , inclusive;

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

Source: SL 2005, ch 239, § 322.
S.D. Codified Laws § 47-31B-406 — SD Code / Title 47 / Chapter 31B / Section 47-31B-406
Registration by broker-dealer, agent, investment adviser, and investment adviser representative
Status: in_force

(a) Application for initial registration. A person shall register as a broker - dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with § 47-31B-611 , and paying the fee specified in § 47-31B-410 and any reasonable fees charged by the designee of the director for processing the filing. The application must contain:

(1) The information or record required for the filing of a uniform application; and

(2) Upon request by the director, any other financial or other information or record that the director determines is appropriate.

(b) Amendment. If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Effectiveness of registration. If an order is not in effect and a proceeding is not pending under § 47-31B-412 , registration becomes effective at noon on the forty - fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the forty - fifth day after the filing of any amendment completing the application.

(d) Registration renewal. A registration is effective until midnight on December thirty - first of the year for which the application for registration is filed. Unless an order is in effect under § 47-31B-412 , a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this chapter, by paying the fee specified in § 47-31B-410 , and by paying costs charged by the designee of the director for processing the filings.

(e) Additional conditions or waivers. A rule adopted or order issued under this chapter may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

Source: SL 2004, ch 278, § 22.
S.D. Codified Laws § 47-16-57 — SD Code / Title 47 / Chapter 16 / Section 47-16-57
Notice by publication
Status: in_force

If the name or address of any person entitled to receive the money or property described in § 47-16-54 is not shown upon the records of the cooperative, or if the name or address is known by the cooperative's secretary to be incorrect, then the cooperative shall publish a notice at least once in a newspaper of general circulation in the county of this state in which is located the last known address of each person to be named in the notice. If no address is listed or the address is outside this state, the notice shall be published in the county in which the holder of the property has its principal place of business within this state. No cooperative is required to publish any item that is less than one hundred twenty-five dollars, unless the cooperative considers the publication to be in the interest of the cooperative. The notice may state that the forfeiture becomes effective six months after the first publication.

Source: SDC 1939, § 11.1132 (3) as enacted by SL 1965, ch 23, § 1; SL 2012, ch 224, § 2; SL 2013, ch 230, § 1.
S.D. Codified Laws § 47-30-8 — SD Code / Title 47 / Chapter 30 / Section 47-30-8
Unauthorized use of another's name in corporate publications--Misdemeanor
Status: in_force

Any person who, without being authorized so to do, subscribes the name of another to, or inserts the name of another in, a prospectus, circular, or other advertisement or announcement of a corporation or joint stock association, existing or intended to be formed, with intent to permit it to be published, and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of the corporation or association, is guilty of a Class 2 misdemeanor.

Source: SDC 1939, § 13.4310; SL 1983, ch 15, § 53.
S.D. Codified Laws § 47-1A-920.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-920.4
Terms of plan of domestication dependent on extrinsic facts
Status: in_force

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

Source: SL 2005, ch 239, § 200.
S.D. Codified Laws § 47-11B-10 — SD Code / Title 47 / Chapter 11B / Section 47-11B-10
Posting of certificate
Status: in_force

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

Source: SL 1972, ch 249, § 10.
S.D. Codified Laws § 47-34A-1008 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1008
Effect of failure to obtain certificate of authority
Status: in_force

(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.

(c) A member or manager of a foreign limited liability company is not liable for the debt, obligations, or other liabilities of the company solely because the company transacted business in that state without a certificate of authority.

(d) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of actions arising out of the transaction of business in this state.

Source: SL 1998, ch 272, § 1008; SL 2013, ch 233, § 37.
S.D. Codified Laws § 47-14A-4 — SD Code / Title 47 / Chapter 14A / Section 47-14A-4
Penalties or consequences for failure to make contribution
Status: in_force

A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner's proportionate interest in the business trust, subordinating the beneficial interest to that of nondefaulting beneficial owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the beneficiary's commitment, a fixing of the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the beneficial interest at such value, or any other penalty or consequence.

Source: SL 2001, ch 245, § 4.
S.D. Codified Laws § 47-34A-1207 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1207
Savings clause
Status: in_force

This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1998.

Source: SL 1998, ch 272, § 1207.
S.D. Codified Laws § 47-26-9 — SD Code / Title 47 / Chapter 26 / Section 47-26-9
Articles of dissolution--Time for adoption--Contents
Status: in_force

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, an original articles of dissolution shall be executed by the chairman of its board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary, which statement shall set forth:

(1) The name of the corporation;

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

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

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

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

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

(5) A copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was so adopted;

(6) That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and

(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

Source: SL 1965, ch 24, § 51; SL 1989, ch 393, § 29; SL 2012, ch 222, § 7.
S.D. Codified Laws § 47-14A-68 — SD Code / Title 47 / Chapter 14A / Section 47-14A-68
Certificate of merger or consolidation as certificate of cancellation
Status: in_force

A certificate of merger or consolidation shall act as a certificate of cancellation for a business trust which is not the surviving or resulting entity in the merger or consolidation.

Source: SL 2001, ch 245, § 68.
S.D. Codified Laws § 47-14B-23 — SD Code / Title 47 / Chapter 14B / Section 47-14B-23
Application of chapter
Status: in_force

This chapter applies to all business trusts of the type described in this chapter now existing or hereafter created and all such business trusts existing on July 1, 2001, desiring to continue operations must have registered under the provisions of this chapter by filing in the Office of the Secretary of State a declaration of trust and paying a fee of fifty dollars prior to September 30, 2001.

Source: SL 2001, ch 245, § 119.
S.D. Codified Laws § 47-11E-20 — SD Code / Title 47 / Chapter 11E / Section 47-11E-20
Board of Nursing to promulgate rules
Status: in_force

The Board of Nursing shall promulgate rules pursuant to chapter 1-26 pertaining to:

(1) Filing the original articles of incorporation under § 47-11E-13 ;

(2) Annual renewal;

(3) Fees; and

(4) Disciplinary proceedings.

Source: SL 1996, ch 228, § 20.
S.D. Codified Laws § 47-16-15 — SD Code / Title 47 / Chapter 16 / Section 47-16-15
Voting by representatives
Status: in_force

In the absence of written notice that a person has been designated to represent an entity member of a cooperative, the member may be represented by any of its principal officers. Unless the bylaws provide otherwise, an individual may represent more than one entity member, and may also vote as an individual if the individual is a member.

Source: SDC 1939, § 11.1114 (6) as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 6.
S.D. Codified Laws § 47-11-9 — SD Code / Title 47 / Chapter 11 / Section 47-11-9
Posting of certificate required
Status: in_force

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

Source: SL 1961, ch 29, § 7.
S.D. Codified Laws § 47-34A-911 — SD Code / Title 47 / Chapter 34A / Section 47-34A-911
Action on plan of domestication by domesticating limited liability company
Status: in_force

(a) A plan of domestication must be consented to:

(1) By all the members, subject to § 47-34A-912 , if the domesticating company is a limited liability company; and

(2) As provided in the domesticating company's governing statute, if the company is a foreign limited liability company.

(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the secretary of state for filing under § 47-34A-912 , a domesticating limited liability company may amend the plan or abandon the domestication:

(1) As provided in the plan; or

(2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.

Source: SL 2010, ch 218, § 12; SL 2013, ch 233, § 25.
S.D. Codified Laws § 47-34A-407 — SD Code / Title 47 / Chapter 34A / Section 47-34A-407
Liability for improper distributions
Status: in_force

(a) Any member of a member-managed company, or a manager of a manager-managed company who votes for or assents to a distribution made in violation of § 47-34A-406 , the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating § 47-34A-406 , the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with § 47-34A-409 .

(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.

(c) A member of a manager-managed company who knew a distribution was made in violation of § 47-34A-406 , the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under § 47-34A-406 .

(d) A member or manager against whom an action is brought under this section may implead in the action all:

(1) Other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and

(2) Members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b).

(e) A proceeding under this section is barred unless it is commenced within two years after the distribution.

Source: SL 1998, ch 272, § 407; SL 2013, ch 233, § 11.
S.D. Codified Laws § 47-14A-26 — SD Code / Title 47 / Chapter 14A / Section 47-14A-26
Trustee acting in reliance on governing instrument not liable to trust or beneficial owner--Duties determined by governing instrument
Status: in_force

To the extent that, at law or in equity, a trustee has duties (including fiduciary duties) and liabilities relating thereto to a business trust or to a beneficial owner:

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

(2) The trustee's duties and liabilities may be expanded or restricted by provisions in a governing instrument.

Source: SL 2001, ch 245, § 26.
S.D. Codified Laws § 47-27-18 — SD Code / Title 47 / Chapter 27 / Section 47-27-18
Annual reports by foreign corporations
Status: in_force

Any foreign corporation authorized to engage in business in this state, shall file an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusive.

Source: SL 1965, ch 24, § 83; SL 1966, ch 21; SL 1967, ch 14, § 3; SL 1989, ch 393, § 40; SL 2004, ch 280, § 10; SL 2008, ch 275, § 69.
S.D. Codified Laws § 47-27-3 — SD Code / Title 47 / Chapter 27 / Section 47-27-3
Approval by secretary of state--Endorsement and filing
Status: in_force

If the secretary of state finds that an application delivered to him pursuant to § 47-27-2 conforms 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 in his office the original of the application and the certificate of existence or equivalent document; and

(3) Issue a certificate of authority to conduct affairs in this state to which he shall affix the copy.

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

Source: SL 1965, ch 24, § 70; SL 1989, ch 393, § 36.
S.D. Codified Laws § 47-30-2 — SD Code / Title 47 / Chapter 30 / Section 47-30-2
Fraudulent deception of public officer in connection with issuance of stock--Felony
Status: in_force

Every officer, agent, or clerk of any corporation, or of any persons proposing to organize a corporation or to increase the capital stock of any corporation, who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation, or to investigate its affairs, or to allow an increase of its capital, with intent to deceive such officer or board in respect thereto, is guilty of a Class 4 felony.

Source: SDC 1939, § 13.4306; SL 1991, ch 186, § 54.
S.D. Codified Laws § 47-13-7 — SD Code / Title 47 / Chapter 13 / Section 47-13-7
Certificate of registration required--Application for certificate--Contents
Status: in_force

No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 47-13-1 without a certificate of registration from the Board of Veterinary Medical Examiners, hereinafter referred to as the board. Application for such registration shall be made to said board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.

Source: SL 1964, ch 20, § 5.
S.D. Codified Laws § 47-1A-853 — SD Code / Title 47 / Chapter 1A / Section 47-1A-853
Advance for expenses
Status: in_force

A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding by reasons of being a director if the director delivers to the corporation:

(1) A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in § 47-1A-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by subdivision 47-1A-202.1 (4); and

(2) The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under § 47-1A-852 and it is ultimately determined under § 47-1A-854 or § 47-1A-855 that the director has not met the relevant standard of conduct described in § 47-1A-851 .

The undertaking required by subdivision (2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

Source: SL 2005, ch 239, § 175.
S.D. Codified Laws § 47-1A-207 — SD Code / Title 47 / Chapter 1A / Section 47-1A-207
Emergency bylaws
Status: in_force

Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Any corporate action taken in good faith in accordance with emergency bylaws 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, § 36.
S.D. Codified Laws § 47-13B-17 — SD Code / Title 47 / Chapter 13B / Section 47-13B-17
Professional obligations unchanged by incorporation--Personal responsibility for corporate acts in violation
Status: in_force

Nothing in this chapter shall be deemed to diminish or change the obligation of each accountant employed by the corporation to conduct his practice in accordance with the rules and regulations of the South Dakota State Board of Accountancy or by the code of professional ethics of the American Institute of Certified Public Accountants; any accountant 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 chapter, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefor.

Source: SL 1971, ch 260, § 2.
S.D. Codified Laws § 47-1A-1403 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1403
Articles of dissolution--Content--Filing--Effective date
Status: in_force

At any time after dissolution is authorized, the corporation may dissolve by delivering to the Office of the Secretary of State for filing articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized; and

(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.

A corporation is dissolved upon the effective date of its articles of dissolution.

Source: SL 2005, ch 239, § 313.
S.D. Codified Laws § 47-17-15 — SD Code / Title 47 / Chapter 17 / Section 47-17-15
Other officers
Status: in_force

Any officer of a cooperative other than those mentioned in § 47-17-14 may be chosen by the board of directors or as provided in the bylaws.

Source: SDC 1939, § 11.1127 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-703 — SD Code / Title 47 / Chapter 31B / Section 47-31B-703
Application of chapter to existing proceeding and existing rights and duties
Status: in_force

(a) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on July 1, 2004 or may be instituted on the basis of conduct occurring before July 1, 2004, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five years after July 1, 2004, whichever is earlier.

(b) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this chapter had not been enacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.

(c) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after July 1, 2004 pursuant to an offering made in good faith before July 1, 2004 on the basis of an exemption available under the predecessor act.

Source: SL 2004, ch 278, § 53.
S.D. Codified Laws § 47-24-1 — SD Code / Title 47 / Chapter 24 / Section 47-24-1
Books, records, minutes, and member lists
Status: in_force

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record of the names and addresses of its members entitled to vote. If authorized by the articles of incorporation or bylaws, the records required by this section may be kept in electronic format.

Source: SDC 1939, § 11.0801; SL 1965, ch 24, § 27; SL 2016, ch 221, § 12.
S.D. Codified Laws § 47-1A-732.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.5
Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation
Status: in_force

The existence or performance of an agreement authorized by § 47-1A-732 is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

Source: SL 2005, ch 239, § 121.
S.D. Codified Laws § 47-1A-1107.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1107.1
Rights of shares of domestic corporation exchanged
Status: in_force

When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 267.
S.D. Codified Laws § 47-14A-85 — SD Code / Title 47 / Chapter 14A / Section 47-14A-85
Certificate of conversion--Contents
Status: in_force

The certificate of conversion to business trust shall state:

(1) The date on which and jurisdiction where the other business entity was first formed or organized or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a business trust;

(2) The name of the other business entity immediately prior to the filing of the certificate of conversion to business trust;

(3) The name of the business trust as set forth in its certificate of trust filed in accordance with § 47-14A-84 ; and

(4) The future effective date or time (which shall be a date or time certain) of the conversion to a business trust if it is not to be effective upon the filing of the certificate of conversion to business trust and the certificate of trust.

Source: SL 2001, ch 245, § 85.
S.D. Codified Laws § 47-1A-745 — SD Code / Title 47 / Chapter 1A / Section 47-1A-745
Discontinuance or settlement
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.

Source: SL 2005, ch 239, § 133.
S.D. Codified Laws § 47-22-65.3 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.3
Authorization of indemnification--Requirements--Manner of determination
Status: in_force

Any indemnification under subdivisions 47-22-65.1 (1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1 (1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Source: SL 1986, ch 388, § 4.
S.D. Codified Laws § 47-33-15 — SD Code / Title 47 / Chapter 33 / Section 47-33-15
Written demand for fair value of shares--Remittance by acquiring person--Court settlement after sixty days--Court procedure--Costs
Status: in_force

(1) Any shareholder of the domestic public corporation who receives the notice required by § 47-33-14 and who is entitled to and desires to receive fair value for his shares from the acquiring person, may make written demand on the acquiring person for payment of the fair value of his shares. The written demand shall be sent by the shareholder to the acquiring person to the address and within the time period specified in the notice. The demand of the shareholder shall state the number and class or series, if any, of the shares owned by him with respect to which the demand is made and shall also state the amount the shareholder is willing to accept in payment for those shares from the acquiring person. Any shareholder who does not make such written demand within such time period shall have no further right to receive payment from the acquiring person required by § 47-33-14 for the shares owned by him with respect to which no written demand was made.

(2) Immediately upon receipt of a demand for payment from a shareholder pursuant to this section, the acquiring person shall remit to the shareholder either the amount demanded by the shareholder or the amount offered by the acquiring person in the notice required by § 47-33-14 , together with interest to the date of payment. If the remittance made by the acquiring person is less than the amount demanded by the shareholder, the remittance shall be accompanied by a notice from the acquiring person of the shareholder's right to demand supplemental payment, accompanied by copies of this section and § 47-33-14 . Upon receipt of the remittance from the acquiring person pursuant to this subsection, the shareholder shall immediately transmit to the acquiring person the certificates for the certificated shares with respect to which the payment was made, duly endorsed for transfer to the acquiring person, and shall execute such documents provided by the acquiring person as are reasonably necessary to transfer any uncertificated shares to the acquiring person. Prior to receipt of the remittance from the acquiring person pursuant to this subsection, the shareholder shall retain the right to vote those shares and receive dividends and other distributions thereon and, thereafter, the acquiring person shall be entitled to vote such shares and receive dividends and other distributions thereon. The fair value of the dividends and other distributions received by the shareholder subsequent to the date the control shares were accorded voting rights pursuant to § 47-33-12 shall be subtracted from any amount owing to the shareholder by the acquiring person under § 47-33-14 .

(3) If within sixty days after the acquiring person gives the notice pursuant to § 47-33-14 , any of the demands for payment made by shareholders pursuant to subdivision (1) remain unsettled, the acquiring person shall file an action in the circuit court of the county of this state where the registered office of the domestic public corporation is located requesting that the fair value of such shares be determined by the court. All shareholders, wherever residing, whose demands have not been settled, shall be made parties to the proceeding. A copy of the petition shall be served on each such shareholder. The jurisdiction of the court shall be plenary and exclusive.

(4) The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value of the shares. The appraiser shall have such power and authority as shall be specified in the order of their appointment or in any amendment thereof. The parties to the proceeding shall be entitled to discovery in the same manner as in other civil actions. All shareholders who are made parties to such action shall be entitled, after a hearing without a jury, to judgment against the acquiring person for the amount by which the fair value of their shares is found to exceed the amount previously remitted by the acquiring person to the shareholder, with interest. If the acquiring shareholder fails to file an action as provided in this section, each shareholder who has made a timely demand and who has not already settled his claim against the acquiring person shall be paid by the acquiring person the amount demanded by the shareholder pursuant to subdivision (1), with interest, and may sue therefor in an appropriate court.

(5) The costs and expenses of any action under this section, including the reasonable compensation and expense of appraisers appointed by the court, shall be determined by the court and assessed against the acquiring person, except that any part of the costs and expenses may be apportioned and assessed as the court considers equitable against some or all of the shareholders who are parties and whose demand for payment in excess of the amount remitted by the acquiring person the court finds to be arbitrary, vexatious or not in good faith. Fees and expenses of counsel and of experts for the parties to the proceeding may be assessed as the court considers equitable against the acquiring person and in favor of any or all shareholders who are parties to the action if the acquiring person fails to comply substantially with the requirements of this section, and may be assessed against either the acquiring person or a shareholder in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this section and § 47-33-14 . If the court finds that services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated and should not be assessed against the acquiring person, it may award such counsel reasonable fees to be paid out of the amount awarded to the other shareholders who were benefited.

(6) Upon full payment by the acquiring person of all amounts required by this section, the shareholder shall cease to have any interest in the shares purchased by the acquiring person under this section.

Source: SL 1990, ch 369, § 208.
S.D. Codified Laws § 47-10-22 — SD Code / Title 47 / Chapter 10 / Section 47-10-22
Nonstockholder members--Payment before dissolution of corporation
Status: in_force

Upon dissolution of a corporation organized under this chapter, obligations due the nonstockholder members are to be paid in full before any payments are made to the stockholder members.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005 (2) (f).
S.D. Codified Laws § 47-13-11 — SD Code / Title 47 / Chapter 13 / Section 47-13-11
Certificate not assignable
Status: in_force

No certificate of registration shall be assignable.

Source: SL 1964, ch 20, § 9.
S.D. Codified Laws § 47-1A-1404 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1404
Revocation of dissolution
Status: in_force

A corporation may revoke its dissolution within one hundred twenty days of its effective date. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) If shareholder action was required to revoke the dissolution, the information required by subdivision 47-1A-1403(3).

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

Source: SL 2005, ch 239, § 315.
S.D. Codified Laws § 47-1A-1103.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103.3
Plan of share exchange--Required content
Status: in_force

The plan of share exchange must include:

(1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire those shares or interests;

(2) The terms and conditions of the share exchange;

(3) The manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing; and

(4) Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any such party.

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

Source: SL 2005, ch 239, § 258.
S.D. Codified Laws § 47-1A-1104 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1104
Action on a plan of merger or share exchange
Status: in_force

In the case of a domestic corporation that is a party to a merger or share exchange:

(1) The plan of merger or share exchange must be adopted by the board of directors;

(2) Except as provided in subdivision (7) and in §§ 47-1A-1105 to 47-1A-1105.2 , inclusive, after adopting the plan of merger or share exchange the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;

(3) The board of directors may condition its submission of the plan of merger or share exchange to the shareholders on any basis;

(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organizational documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organizational documents of the new corporation or other entity;

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

(6) Separate voting by voting groups is required:

(a) On a plan of merger, by each class or series of shares that:

(i) Are to be converted under the plan of merger into other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing; or

(ii) Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 47-1A-1004 ;

(b) On a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and

(c) On a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange;

(7) Unless the articles of incorporation otherwise provide, approval by the corporation's shareholders of a plan of merger or share exchange is not required if:

(a) The corporation will survive the merger or is the acquiring corporation in a share exchange;

(b) Except for amendments permitted by § 47-1A-1005 , its articles of incorporation will not be changed;

(c) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and relative rights, immediately after the effective date of change; and

(d) The issuance in the merger or share exchange of shares or other securities convertible into or rights exercisable for shares does not require a vote under § 47-1A-621.1 ;

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

Source: SL 2005, ch 239, § 261.
S.D. Codified Laws § 47-12-14 — SD Code / Title 47 / Chapter 12 / Section 47-12-14
Hearings--Appeal
Status: in_force

Each hearing and other proceeding under this chapter shall be conducted in accordance with chapter 1-26 . Any final decision of the State Board of Dentistry under § 47-12-8 or 47-12-13 may be appealed to circuit court in accordance with chapter 1-26 within thirty days. Prior to taking any appeal to circuit court, the entity shall first exhaust all available remedies under this chapter and chapter 1-26 . Notice of appeal to circuit court shall be served upon the board by service upon the secretary of state, as registered agent for the board under this chapter, an attested copy thereof within thirty days after the board has notified the appellant of its decision.

Source: SL 1963, ch 35, § 11; SL 2017, ch 194, § 16.
S.D. Codified Laws § 47-1A-1103 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1103
Share exchange generally
Status: in_force

Through a share exchange:

(1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or

(2) All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

Source: SL 2005, ch 239, § 255.
S.D. Codified Laws § 47-11A-5.1 — SD Code / Title 47 / Chapter 11A / Section 47-11A-5.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 2.
S.D. Codified Laws § 47-16-54 — SD Code / Title 47 / Chapter 16 / Section 47-16-54
Unclaimed credits--Forfeiture to cooperative
Status: in_force

Any share of corporate stock membership, credit, dividend, profit, patronage refund, distribution, interest, payment, or other money or property right held by a cooperative for, or owing by it to, a member, stockholder, or participating patron, or other person or persons entitled thereto, who has not within six years claimed the same or corresponded in writing with the cooperative concerning the same may be forfeited to the cooperative in the manner provided by §§ 47-16-55 to 47-16-59 , inclusive.

Source: SDC 1939, § 11.1132 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-129 — SD Code / Title 47 / Chapter 1A / Section 47-1A-129
Penalty for signing false document
Status: in_force

No person may sign a document, paper form or electronically, knowing it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing. An offense under this section is subject to a civil fine in any amount not exceeding five hundred dollars.

Source: SL 2005, ch 239, § 18; SL 2012, ch 222, § 1.
S.D. Codified Laws § 47-1A-1505 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1505
Effect of certificate of authority
Status: in_force

A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.

A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.

Source: SL 2005, ch 239, § 353.
S.D. Codified Laws § 47-1A-603 — SD Code / Title 47 / Chapter 1A / Section 47-1A-603
Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled
Status: in_force

A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of § 47-1A-603.1 and §§ 47-1A-640 to 47-1A-640.5 , inclusive.

Source: SL 2005, ch 239, § 58.
S.D. Codified Laws § 47-34A-1101 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1101
Direct action by member
Status: in_force

(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.

(b) A member maintaining a direct action under this section must plead an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.

Source: SL 1998, ch 272, § 1101; SL 2013, ch 233, § 39.
S.D. Codified Laws § 47-14B-22 — SD Code / Title 47 / Chapter 14B / Section 47-14B-22
Filing fees-Documents not effective until fee paid
Status: in_force

No document required to be filed under this chapter is effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the secretary of state for the use of the state:

(1) Upon receipt for filing of an application for registration as a foreign business trust, a certificate, or a certificate of cancellation, a fee of one hundred twenty-five dollars; and

(2) Upon the receipt for filing of a certificate, a fee of fifty dollars.

Source: SL 2001, ch 245, § 118; SL 2009, ch 4, § 14.
S.D. Codified Laws § 47-1A-861 — SD Code / Title 47 / Chapter 1A / Section 47-1A-861
Judicial action--Transaction other than director's conflicting interest transaction
Status: in_force

A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction, may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.

Source: SL 2005, ch 239, § 184.
S.D. Codified Laws § 47-1A-851 — SD Code / Title 47 / Chapter 1A / Section 47-1A-851
Permissible indemnification
Status: in_force

Except as otherwise provided in § 47-1A-851.1 , a corporation may indemnify a director who is a party to a proceeding by reason of being a director, against liability incurred in the proceeding if the director:

(1) Acted in good faith; and

(2) Reasonably believed:

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

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

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

A corporation may also, except as provided in § 47-1A-851.1 , indemnify a director who is a party to a proceeding against liability incurred in the proceeding if the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by subdivision 47-1A-202.1 (5).

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

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

Source: SL 2005, ch 239, § 172.
S.D. Codified Laws § 47-14A-72 — SD Code / Title 47 / Chapter 14A / Section 47-14A-72
Authority of beneficial owner to bring derivative action
Status: in_force

A beneficial owner may bring an action in the circuit court in the right of a business trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed.

Source: SL 2001, ch 245, § 72.
S.D. Codified Laws § 47-25-2 — SD Code / Title 47 / Chapter 25 / Section 47-25-2
Amendment of surviving corporation's articles
Status: in_force

When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger.

Source: SL 1965, ch 24, § 44 (6).
S.D. Codified Laws § 47-25A-14 — SD Code / Title 47 / Chapter 25A / Section 47-25A-14
Articles of domestication and conversion
Status: in_force

(a) After the conversion of a foreign business corporation to a domestic nonprofit corporation is authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed 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 conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements § § 47-22-7 and 47-22-8.1 ;

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

(3) A statement that the domestication and conversion 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 and conversion in this state.

(b) The articles of domestication and conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in § 47-22-6 . The name of the domesticated corporation must satisfy the requirements of § § 47-22-7 and 47-2-2-8.1.

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

Source: SL 2016, ch 221, § 29.
S.D. Codified Laws § 47-11C-12 — SD Code / Title 47 / Chapter 11C / Section 47-11C-12
Certificate not assignable
Status: in_force

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

Source: SL 1977, ch 384, § 12.
S.D. Codified Laws § 47-16-60 — SD Code / Title 47 / Chapter 16 / Section 47-16-60
Filing false document as felony
Status: in_force

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

Source: SL 1983, ch 15, § 38.
S.D. Codified Laws § 47-30-6 — SD Code / Title 47 / Chapter 30 / Section 47-30-6
Fraudulent mutilation or falsification of corporate books as felony
Status: in_force

Any director, officer, agent, or member of a corporation, who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to the corporation, or makes or concurs in making any false entry, or omits or concurs in omitting to make any material entry in a book of accounts, or other record or document kept by the corporation, is guilty of a Class 4 felony.

Source: SDC 1939, § 13.4312; SL 1983, ch 15, § 51.
S.D. Codified Laws § 47-13-19 — SD Code / Title 47 / Chapter 13 / Section 47-13-19
Severability and saving clause
Status: in_force

If any provision of this chapter or the application thereof to any person or circumstances is invalid, such invalidity shall not affect other provisions or application of this chapter which can be given effect without the invalid provisions or application, and to this end the provisions of this chapter are declared to be severable.

Source: SL 1964, ch 20, § 18.
S.D. Codified Laws § 47-1A-1522 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1522
Withdrawal upon conversion to a nonfiling entity
Status: in_force

A foreign business corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:

(1) The name of the foreign business corporation and the name of the state or country under whose law it was incorporated before the conversion;

(2) That it surrenders its authority to transact business in this state as a foreign business corporation;

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

(4) If it has been converted to a foreign unincorporated entity:

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

(b) The address of the entity's principal office.

After the withdrawal under this section of a corporation that has converted to a foreign unincorporated entity is effective, service of process is perfected pursuant to § 47-1A-1510.

After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.

Source: SL 2005, ch 239, § 365.
S.D. Codified Laws § 47-24-14.1 — SD Code / Title 47 / Chapter 24 / Section 47-24-14.1
Denial of reinstatement--Appeal--Court action
Status: in_force

If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under § 47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement to the circuit court of the county where the corporation's registered office or principal office was located within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's notice of denial. The court may order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed in the same manner as in any other civil proceedings.

Source: SL 1989, ch 393, § 24.
S.D. Codified Laws § 47-13B-16 — SD Code / Title 47 / Chapter 13B / Section 47-13B-16
Corporation held to professional standards of conduct--Violation as ground for suspension or revocation of professional certificate
Status: in_force

The corporation shall do nothing which if done by an accountant employed by it would violate the standards of professional conduct established for such accountant pursuant to law, including rules of the South Dakota State Board of Accountancy. The corporation shall at all times comply with the standards of professional conduct established by the South Dakota State Board of Accountancy and the provisions of this chapter and the American Institute of Certified Public Accountants. Any violation of this chapter by the corporation shall be grounds for the South Dakota State Board of Accountancy to suspend or revoke or refuse to renew the license or certificate of any of its members' right to practice accountancy.

Source: SL 1971, ch 260, § 2.
S.D. Codified Laws § 47-14A-16 — SD Code / Title 47 / Chapter 14A / Section 47-14A-16
Doing business in state by reason of being trustee
Status: in_force

A partnership (whether general or limited), corporation, or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than the State of South Dakota may not be deemed to be doing business in the state solely by reason of its being a trustee of a business trust.

Source: SL 2001, ch 245, § 16.
S.D. Codified Laws § 47-13B-12.1 — SD Code / Title 47 / Chapter 13B / Section 47-13B-12.1
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

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

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-34A-504 — SD Code / Title 47 / Chapter 34A / Section 47-34A-504
Rights of creditor
Status: in_force

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, and following notice to the limited liability company of such application, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment.

(b) A charging order constitutes a lien on the judgment debtor's distributional interest.

(c) A distributional interest in a limited liability company which is charged may be redeemed:

(1) By the judgment debtor;

(2) With property other than the company's property, by one or more of the other members; or

(3) With the company's property, but only if permitted by the operating agreement.

(d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.

(e) This section provides the exclusive remedy that a judgment creditor of a member's distributional interest or a member's assignee may use to satisfy a judgment out of the judgment debtor's interest in a limited liability company. No other remedy, including foreclosure on the member's distributional interest or a court order for directions, accounts, and inquiries that the debtor, member might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited liability company.

(f) No creditor of a member or a member's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the company.

(g) This section applies to single member limited liability companies in addition to limited liability companies with more than one member.

Source: SL 1998, ch 272, § 504; SL 2007, ch 262, § 1; SL 2009, ch 234, § 2; SL 2012, ch 226, § 1; SL 2013, ch 233, § 13.
S.D. Codified Laws § 47-13-3.1 — SD Code / Title 47 / Chapter 13 / Section 47-13-3.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 8.
S.D. Codified Laws § 47-1A-1402.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1402.1
Conditions for submission of proposal for dissolution
Status: in_force

The board of directors may condition its submission of the proposal for dissolution on any basis.

Source: SL 2005, ch 239, § 310.
S.D. Codified Laws § 47-1A-744.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-744.4
Burden of proof dependent on whether or not board consists of independent directors
Status: in_force

If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of § 47-1A-744 have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff has the burden of proving that the requirements of § 47-1A-744 have not been met.

Source: SL 2005, ch 239, § 131.
S.D. Codified Laws § 47-21-46.5 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.5
Assignment or discharge of trust deed or mortgage
Status: in_force

Any trust deed or mortgage described in § 47-21-46 to 47-21-46.3 , inclusive, may be assigned or discharged by filing for record in the Office of the Secretary of State and in the Office of the Register of Deeds of each county, if any, in which the trust deed or mortgage has been filed for record an instrument of assignment or discharge executed in the manner and providing the information required with respect to real estate mortgages by §§ 44-8-13 and 44-8-14 , respectively. However, no such instrument need provide the description of the mortgaged property, except that an instrument of discharge whereby less than all the mortgaged property is released from the lien of the trust deed or mortgage shall provide the full description of, or clearly identify by reference to numbered or lettered portions of the descriptions as the same appears in the trust deed or mortgage, the property so released.

Source: SL 2009, ch 233, § 5.
S.D. Codified Laws § 47-14B-18 — SD Code / Title 47 / Chapter 14B / Section 47-14B-18
Service of process when due diligence fails
Status: in_force

In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by § 47-14B-17 , the process against the foreign business trust may be served upon the secretary of state, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in § 47-14B-17 . In the event service is effected through the secretary of state in accordance with this section, the secretary of state shall forthwith notify the foreign business trust by letter, certified mail, return receipt requested, directed to the foreign business trust at its last registered office. Such letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this section. 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 effected pursuant to this section, and to pay to the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as a 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 service 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 fact that service has been effected pursuant to this section, 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, § 114.
S.D. Codified Laws § 47-11E-12.1 — SD Code / Title 47 / Chapter 11E / Section 47-11E-12.1
Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
Status: in_force

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

Source: SL 2005, ch 240, § 1.
S.D. Codified Laws § 47-25A-3 — SD Code / Title 47 / Chapter 25A / Section 47-25A-3
Domestication--Plan of domestication
Status: in_force

(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the laws of the foreign jurisdiction.

(b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication must be approved by the adoption by the corporation of a plan of domestication.

(c) The plan of domestication must include:

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

(2) The terms and conditions of the domestication;

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

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

(d) The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication; except that, subsequent to approval of the plan by the members, the plan may not be amended without the approval of the members to change:

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

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

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

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

Source: SL 2016, ch 221, § 18.
S.D. Codified Laws § 47-23-23 — SD Code / Title 47 / Chapter 23 / Section 47-23-23
Articles or bylaws as governing vote of directors
Status: in_force

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47-28 , inclusive, the provisions of the articles of incorporation or bylaws shall control.

Source: SL 1965, ch 24, § 95.
S.D. Codified Laws § 47-1A-1703 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1703
Saving provisions
Status: in_force

Except as provided in § 47-1A-1703.1 , the repeal of a statute by this chapter does not affect:

(1) The operation of the statute or any action taken under it before its repeal;

(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

Source: SL 2005, ch 239, § 392.
S.D. Codified Laws § 47-1A-1434.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.1
Filing deadline for election to purchase--Notice of right to participate in election--Participation
Status: in_force

An election to purchase pursuant to §§ 47-1A-1434 to 47-1A-1434.7 , inclusive, may be filed with the court at any time within ninety days after the filing of the petition under subdivision 47-1A-1430(2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision 47-1A-1430(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the petitioner's shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.

Source: SL 2005, ch 239, § 339.
S.D. Codified Laws § 47-1A-202.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-202.3
Articles of incorporation--Extrinsic facts
Status: in_force

Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive.

Source: SL 2005, ch 239, § 31.
S.D. Codified Laws § 47-11B-21.1 — SD Code / Title 47 / Chapter 11B / Section 47-11B-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-731 — SD Code / Title 47 / Chapter 1A / Section 47-1A-731
Voting agreements
Status: in_force

Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for this purpose. A voting agreement created under this section is not subject to the provisions of §§ 47-1A-730 and 47-1A-730.1 . A voting agreement created under this section is specifically enforceable.

Source: SL 2005, ch 239, § 115.
S.D. Codified Laws § 47-15-41 — SD Code / Title 47 / Chapter 15 / Section 47-15-41
Use of term "cooperative"
Status: in_force

The term "cooperative" or any variation thereof, may be used either by any cooperative organized under this chapter or under other laws of this state relating to cooperative corporations, or by any foreign cooperative licensed to do business in this state or by any association of cooperatives, or corporations, whose members are cooperatives.

Source: SDC 1939, § 11.1155 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-23-31 — SD Code / Title 47 / Chapter 23 / Section 47-23-31
Effect on other statutes concerning immunity
Status: in_force

Sections 47-23-28 to 47-23-32 , inclusive, shall not be construed to constitute a modification or repeal of §§ 20-9-3 , 20-9-4 , 20-9-4.1 , 34-48A-23 , and 34-48A-24 .

Source: SL 1987, ch 344, § 4.
S.D. Codified Laws § 47-34A-1009 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1009
Action by attorney general
Status: in_force

The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article.

Source: SL 1998, ch 272, § 1009; SL 2013, ch 233, § 38.
S.D. Codified Laws § 47-12-19 — SD Code / Title 47 / Chapter 12 / Section 47-12-19
Severability and saving clause
Status: in_force

If any provision of this chapter or the application thereof to any person or circumstances is invalid, such invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable.

Source: SL 1963, ch 35, § 19.
S.D. Codified Laws § 47-1A-304 — SD Code / Title 47 / Chapter 1A / Section 47-1A-304
Ultra vires
Status: in_force

The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. However, a corporation's power to act may be challenged in the following proceedings:

(1) In a proceeding by a shareholder against the corporation to enjoin the act;

(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) In a proceeding by the attorney general under § 47-1A-1431 .

In a shareholder's proceeding under subdivision (1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

Source: SL 2005, ch 239, § 40.
S.D. Codified Laws § 47-10-16 — SD Code / Title 47 / Chapter 10 / Section 47-10-16
Classes of members--Stockholder members--Nonstockholder members
Status: in_force

There shall be two classes of members in the corporation with voting rights specified in the articles of incorporation.

(1) Stockholder members include individuals, corporations, and organizations who qualify by the purchase of common stock.

(2) Nonstockholder members include banks, savings and loan associations, trust companies, and insurance companies who qualify by making application to lend funds to the corporation upon call.

Source: SL 1957, ch 314, § 5; SDC Supp 1960, § 55.6005.
S.D. Codified Laws § 47-33-8 — SD Code / Title 47 / Chapter 33 / Section 47-33-8
Control share acquisition--Voting rights
Status: in_force

Unless the corporation's articles expressly provide, before the control share acquisition, that §§ 47-33-8 to 47-33-16 , inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of voting power of any of the ranges specified in subdivision 47-33-9(4) shall have only the voting rights as shall be accorded to them pursuant to § 47-33-12 .

Source: SL 1990, ch 369, § 201.
S.D. Codified Laws § 47-16-36 — SD Code / Title 47 / Chapter 16 / Section 47-16-36
Actions by stockholders or members--Additional allegations
Status: in_force

No action may be instituted or maintained in the right of any association by any member or stockholder unless he alleges in his complaint with particularity his efforts to secure from the board of directors such action as he desires. He shall allege further that he has either informed the corporation or board in writing of the ultimate facts of each cause of action against each director or that he has delivered to the cooperative or board a copy of the complaint which he proposes to file. He shall state the reasons for his failure to obtain such action or the reasons for not making such effort.

Source: SDC 1939, § 11.1153 (1) (b) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-26-38 — SD Code / Title 47 / Chapter 26 / Section 47-26-38
Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment
Status: in_force

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.

Source: SL 1965, ch 24, § 63.
S.D. Codified Laws § 47-11C-8 — SD Code / Title 47 / Chapter 11C / Section 47-11C-8
Certificate of registration required--Contents of application
Status: in_force

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

Source: SL 1977, ch 384, § 8.
S.D. Codified Laws § 47-16-50 — SD Code / Title 47 / Chapter 16 / Section 47-16-50
Credit to surplus and reserves
Status: in_force

If the articles or bylaws of a cooperative so provide, any of the net proceeds may be credited to allocated or unallocated surplus or reserves of the cooperative.

Source: SDC 1939, § 11.1131 (4) (a) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-45 — SD Code / Title 47 / Chapter 16 / Section 47-16-45
Dividends on capital stock--Conditions to payment
Status: in_force

In a cooperative organized with capital stock such dividend from net proceeds may be paid upon capital stock as is authorized by the articles. No dividend may be paid if the capital is impaired or if payment of such dividend would result in an impairment of capital.

Source: SDC 1939, § 11.1131 (2) (c) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11E-6 — SD Code / Title 47 / Chapter 11E / Section 47-11E-6
Ineligible shareholder to dispose of shares
Status: in_force

Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all shares forthwith either to the corporation or to any person having the qualifications prescribed in § 47-11E-5 .

Source: SL 1996, ch 228, § 6.
S.D. Codified Laws § 47-11E-14 — SD Code / Title 47 / Chapter 11E / Section 47-11E-14
Corporations not to engage in practice of nursing outside of chapter
Status: in_force

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

Source: SL 1996, ch 228, § 14.
S.D. Codified Laws § 47-14A-12 — SD Code / Title 47 / Chapter 14A / Section 47-14A-12
Time for responsive pleading
Status: in_force

In any action in which any such trustee has been served with process as provided in this chapter, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed as in other civil actions.

Source: SL 2001, ch 245, § 12.
S.D. Codified Laws § 47-11C-2 — SD Code / Title 47 / Chapter 11C / Section 47-11C-2
Corporate name--Ethical standards
Status: in_force

The corporate name shall contain the words "professional company" or "professional corporation" or abbreviations thereof, such as "Prof. Co.," "Prof. Corp.," "P.C.", "PC", or "Prof. Ltd." A limited liability company name shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L.C.", or "PLLC". In addition, the name of the corporation or limited liability company shall always meet the ethical standards established by the State Board of Podiatry Examiners by duly adopted rules and regulations.

Source: SL 1977, ch 384, § 2; SL 1993, ch 344, § 39M; SL 2020, ch 197, § 4.
S.D. Codified Laws § 47-1A-1532 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1532
Appeal from revocation
Status: in_force

A foreign corporation may appeal the Office of the Secretary of State's revocation of its certificate of authority to the circuit court within thirty days after service of the certificate of revocation is perfected under § 47-1A-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Office of the Secretary of State's certificate of revocation.

The court may summarily order the Office of the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

The court's final decision may be appealed as in other civil proceedings.

Source: SL 2005, ch 239, § 370.
S.D. Codified Laws § 47-21-46.4 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.4
Applicability of other laws--Single filing--Index
Status: in_force

To the extent not superceded by the specific provisions of §§ 47-21-46.1 to 47-21-46.4 , inclusive, the uniform commercial code and other applicable laws remain in full force and effect and supplement the provisions of §§ 47-21-46.1 to 47-21-46.4 , inclusive. Any rural electric cooperative may make a single filing under §§ 47-21-46.1 to 47-21-46.3 , inclusive, and the secretary of state shall accept the same as a single filing. The financing statement shall identify the rural electric cooperative as a transmitting utility and shall be indexed under § 57A-9-501(b), but the index may also refer to the secretary of state's recording data for real estate records under §§ 47-21-46.1 to 47-21-46.3 , inclusive, and the retention by the secretary of state of a microfilm or other photographic copy of the document filed in the real estate records shall be sufficient to comply with the retention requirements of § 57A-9-522 .

Source: SL 2009, ch 233, § 4.
S.D. Codified Laws § 47-14B-11 — SD Code / Title 47 / Chapter 14B / Section 47-14B-11
Canceling a foreign business trust
Status: in_force

A foreign business trust may cancel its registration by filing with the secretary of state a certificate of cancellation, executed by a trustee or other authorized person, together with a fee as set forth in § 47-14B-22 . A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign business trust with respect to causes of action arising out of the doing of business in the state.

Source: SL 2001, ch 245, § 107.
S.D. Codified Laws § 47-11A-18 — SD Code / Title 47 / Chapter 11A / Section 47-11A-18
Violation as ground for revocation of chiropractic license
Status: in_force

Any violation of this chapter by the corporation shall be grounds for the Board of Chiropractic Examiners to revoke its, or any of its members, right to practice chiropractic.

Source: SL 1970, ch 258, § 2.
S.D. Codified Laws § 47-11B-23 — SD Code / Title 47 / Chapter 11B / Section 47-11B-23
Regulations issued by state board
Status: in_force

The State Board of Examiners in Optometry shall have power to issue from time to time such regulations as they consider necessary to carry out the provisions of this chapter.

Source: SL 1972, ch 249, § 23.
S.D. Codified Laws § 47-15-3 — SD Code / Title 47 / Chapter 15 / Section 47-15-3
Requisites for formation
Status: in_force

Three or more individuals of legal age, one of whom must be a resident, may form a cooperative by signing, acknowledging, filing, and recording articles of incorporation.

Source: SDC 1939, § 11.1104 as enacted by SL 1965, ch 23, § 1; SL 2018, ch 260, § 2.
S.D. Codified Laws § 47-24-21 — SD Code / Title 47 / Chapter 24 / Section 47-24-21
Personal affiliation information--Definitions
Status: in_force

Terms used in §§ 47-24-21 to 47-24-26, inclusive, mean:

(1) "Personal affiliation information," any list, record, register, registry, roll, roster, or other compilation of data of any kind that directly or indirectly identifies a natural person as a member, supporter, volunteer, or donor of financial or nonfinancial support to any nonprofit corporation; and

(2) "Public agency," any state or local governmental unit in this state, including any department, agency, office, commission, board, division, county, municipality, township, school district, court, or other judicial or quasi-judicial body.

Source: SL 2021, ch 197, § 1.
S.D. Codified Laws § 47-11F-1 — SD Code / Title 47 / Chapter 11F / Section 47-11F-1
Definition of terms
Status: in_force

Terms used in this chapter mean:

(1) "Authorized licensee," a natural person licensed as a health care professional under Title 36 and entitled to form a professional corporation pursuant to chapters 47-11 , 47-11A , 47-11B , 47-11C , 47-11D , and 47-11E ;

(2) "Professional employee," an employee of a professional corporation who is an authorized licensee, but not a shareholder of the corporation.

Source: SL 2000, ch 219, § 1.
S.D. Codified Laws § 47-24-5 — SD Code / Title 47 / Chapter 24 / Section 47-24-5
Loans to directors or officers--Liability for assenting to loan
Status: in_force

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

Source: SL 1965, ch 24, § 29.
S.D. Codified Laws § 47-34A-903 — SD Code / Title 47 / Chapter 34A / Section 47-34A-903
Action on plan of merger by constituent limited liability company
Status: in_force

(a) Subject to § 47-34A-914 , a plan of merger must be consented to by all the members of a constituent limited liability company.

(b) Subject to § 47-34A-914 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under § 47-34A-904 , a constituent limited liability company may amend the plan or abandon the merger:

(1) As provided in the plan; or

(2) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.

Source: SL 1998, ch 272, § 903; SL 2013, ch 233, § 17.
S.D. Codified Laws § 47-13A-9 — SD Code / Title 47 / Chapter 13A / Section 47-13A-9
Adoption of pension, profit-sharing, and insurance plans authorized
Status: in_force

A professional service corporation may adopt a pension, profit - sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees including lay employees, providing that such plan does not require or result in the sharing of specific or identifiable fees with 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 1968, ch 10, § 3.
S.D. Codified Laws § 47-1A-1331.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1331.2
Counsel fees to be paid by benefited shareholders
Status: in_force

If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

To the extent the corporation fails to make a required payment pursuant to § 47-1A-1324 , §§ 47-1A-1325 to 47-1A-1325.3 , inclusive, or § 47-1A-1326 , the shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

Source: SL 2005, ch 239, § 307.
S.D. Codified Laws § 47-25-17 — SD Code / Title 47 / Chapter 25 / Section 47-25-17
New corporation as responsible for claims and liabilities--Preexisting rights unimpaired
Status: in_force

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.

Source: SL 1965, ch 24, § 44 (5).
S.D. Codified Laws § 47-11F-12 — SD Code / Title 47 / Chapter 11F / Section 47-11F-12
Ownership of property--Investment of funds
Status: in_force

A professional corporation may own real and personal property necessary or appropriate for rendering professional service and may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.

Source: SL 2000, ch 219, § 12.
S.D. Codified Laws § 47-31B-412 — SD Code / Title 47 / Chapter 31B / Section 47-31B-412
Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration
Status: in_force

(a) Disciplinary conditions--applicants. If the director finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a broker - dealer, agent, investment adviser, or investment adviser representative, and, if the applicant is a broker - dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker - dealer or investment adviser.

(b) Disciplinary conditions--registrants. If the director finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this chapter may revoke, suspend, condition, or limit the registration of a registrant and, if the registrant is a broker - dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker - dealer or investment adviser. However, the director may not:

(1) Institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the director or a designee of the director more than one year after the date of the order on which it is based; or

(2) Under subsection (d)(5)(A) or (B), issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state.

(c) Disciplinary penalties--registrants. If the director finds that the order is in the public interest and subsection (d)(1) through (6), (8), (9), (10), or (12) and (13) authorizes the action, an order under this chapter may censure, impose a bar, or impose a civil penalty in an amount not to exceed a maximum of ten thousand dollars per violation, on a registrant, and, if the registrant is a broker - dealer or investment adviser, a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker - dealer or investment adviser.

(d) Grounds for discipline. A person may be disciplined under subsections (a) through (c) if the person:

(1) Has filed an application for registration in this state under this chapter or the predecessor act within the previous ten years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) Willfully violated or willfully failed to comply with this chapter or the predecessor act or a rule adopted or order issued under this chapter or the predecessor act within the previous ten years;

(3) Has been convicted of a felony or within the previous ten years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(4) Is enjoined or restrained by a court of competent jurisdiction in an action instituted by the director under this chapter or the predecessor act, a state, the Securities and Exchange Commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(5) Is the subject of an order, issued after notice and opportunity for hearing by:

(A) The securities, depository institution, insurance, or other financial services regulator of a state or by the Securities and Exchange Commission or other federal agency denying, revoking, barring, or suspending registration as a broker - dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;

(B) The securities regulator of a state or the Securities and Exchange Commission against a broker - dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;

(C) The Securities and Exchange Commission or a self - regulatory organization suspending or expelling the registrant from membership in the self - regulatory organization;

(D) A court adjudicating a United States Postal Service fraud order;

(E) The insurance regulator of a state denying, suspending, or revoking registration as an insurance agent; or

(F) A depository institution regulator suspending or barring the person from the depository institution business;

(6) Is the subject of an adjudication or determination, after notice and opportunity for hearing, by the Securities and Exchange Commission, the Commodity Futures Trading Commission; the Federal Trade Commission; a federal depository institution regulator, or a depository institution, insurance, or other financial services regulator of a state that the person willfully violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or the Commodity Exchange Act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking, or finance is regulated;

(7) Is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the director may not enter an order against an applicant or registrant under this paragraph without a finding of insolvency as to the applicant or registrant;

(8) Refuses to allow or otherwise impedes the director from conducting an audit or inspection under § 47-31B-411(d) or refuses access to a registrant's office to conduct an audit or inspection under § 47-31B-411(d);

(9) Has failed to reasonably supervise an agent, investment adviser representative, or other individual, if the agent, investment adviser representative, or other individual was subject to the person's supervision and committed a violation of this chapter or the predecessor act or a rule adopted or order issued under this chapter or the predecessor act within the previous ten years;

(10) Has not paid the proper filing fee within thirty days after having been notified by the director of a deficiency, but the director shall vacate an order under this paragraph when the deficiency is corrected;

(11) After notice and opportunity for a hearing, has been found within the previous ten years:

(A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking, or finance is regulated;

(B) To have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking, or suspending the right to engage in the business of securities as a broker - dealer, agent, investment adviser, investment adviser representative, or similar person; or

(C) To have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;

(12) Is the subject of a cease and desist order issued by the Securities and Exchange Commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state;

(13) Has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous ten years; or

(14) Is not qualified on the basis of factors such as training, experience, and knowledge of the securities business. However, in the case of an application by an agent for a broker - dealer that is a member of a self - regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph if the individual has successfully completed all examinations required by subsection (e). The director may require an applicant for registration under § 47-31B-402 or 47-31B-404 who has not been registered in a state within the two years preceding the filing of an application in this state to successfully complete an examination.

(e) Examinations. A rule adopted or order issued under this chapter may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this chapter may waive, in whole or in part, an examination as to an individual and a rule adopted under this chapter may waive, in whole or in part, an examination as to a class of individuals if the director determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) Summary process. The director may suspend or deny an application summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the director shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the director within thirty days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the director, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) Procedural requirements. An order issued may not be issued under this section, except under subsection (f), without:

(1) Appropriate notice to the applicant or registrant;

(2) Opportunity for hearing; and

(3) Findings of fact and conclusions of law in a record in accordance with chapter 1-26 .

(h) Control person liability. A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the director under subsections (a) through (c) to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

(i) Limit on investigation or proceeding. The director may not institute a proceeding under subsection(a), (b), or (c) based solely on material facts actually known by the director unless an investigation or the proceeding is instituted within one year after the director actually acquires knowledge of the material facts.

Source: SL 2004, ch 278, § 28.
S.D. Codified Laws § 47-12-17 — SD Code / Title 47 / Chapter 12 / Section 47-12-17
Dentist-patient relationship unaffected
Status: in_force

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

Source: SL 1963, ch 35, § 15.
S.D. Codified Laws § 47-12-13 — SD Code / Title 47 / Chapter 12 / Section 47-12-13
Condition, limitation, suspension, or revocation of certificate--Grounds--Opportunity for hearing
Status: in_force

The State Board of Dentistry may place a condition, limit, suspend, or revoke any certificate of registration for any of the following reasons:

(1) The revocation or suspension of the license to practice dentistry of any officer, director, manager, member, partner, shareholder, or employee not promptly removed or discharged by the entity;

(2) Unethical professional conduct, professional incompetence, or unprofessional or dishonorable conduct under chapter 36-6A on the part of any officer, director, manager, member, partner, shareholder, or employee not promptly removed or discharged by the entity;

(3) The death of the last remaining licensed member, partner, or shareholder; or

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

If the board places on condition, limits, suspends, or revokes a certificate of registration, the affected entity shall be afforded an opportunity for hearing pursuant to chapter 1-26 .

Source: SL 1963, ch 35, § 10; SL 2017, ch 194, § 15.
S.D. Codified Laws § 47-33-1 — SD Code / Title 47 / Chapter 33 / Section 47-33-1
Citation of chapter
Status: in_force

This chapter shall be known and may be cited as the South Dakota Domestic Public Corporation Takeover Act.

Source: SL 1990, ch 369, § 101.
S.D. Codified Laws § 47-1A-824.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-824.1
Director presence assent to action taken--Exceptions
Status: in_force

A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting;

(2) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Source: SL 2005, ch 239, § 152.
S.D. Codified Laws § 47-14A-38 — SD Code / Title 47 / Chapter 14A / Section 47-14A-38
Powers of trust managers upon dissolution of trust
Status: in_force

Upon dissolution of a business trust and until the filing of a certificate of cancellation as provided in § 47-14A-43 , the persons who, under the governing instrument of the business trust, are responsible for winding up the business trust's affairs may, in the name of and for and on behalf of the business trust, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close the business trust business, dispose of and convey the business trust property, discharge or make reasonable provision for the business trust liabilities and distribute to the beneficial owners any remaining assets of the business trust.

Source: SL 2001, ch 245, § 38.
S.D. Codified Laws § 47-27-7 — SD Code / Title 47 / Chapter 27 / Section 47-27-7
Corporate name as affecting right to certificate--Purpose indicated by name
Status: in_force

No certificate of authority shall be issued to a foreign corporation if the corporate name of such corporation shall contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.

Source: SL 1965, ch 24, § 67 (1).
S.D. Codified Laws § 47-31B-607 — SD Code / Title 47 / Chapter 31B / Section 47-31B-607
Public records--Confidentiality
Status: in_force

(a) Presumption of public records. Except as otherwise provided in subsection (b), records obtained by the director or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.

(b) Nonpublic records. The following records are not public records and are not available for public examination under subsection (a):

(1) A record obtained by the director in connection with an audit or inspection under § 47-31B-411(d) or an investigation under § 47-31B-602 ;

(2) A part of a record filed in connection with a registration statement under §§ 47-31B-301 and 47-31B-303 through 47-31B-305 or a record under § 47-31B-411(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;

(3) A record that is not required to be provided to the director or filed under this chapter and is provided to the director only on the condition that the record will not be subject to public examination or disclosure;

(4) A nonpublic record received from a person specified in § 47-31B-608(a); and

(5) Any social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed; and

(6) A record obtained by the director through a designee of the director or that a rule or order under this chapter determines has been:

(A) Expunged from the director's records by the designee; or

(B) Determined to be nonpublic or nondisclosable by that designee if the director finds the determination to be in the public interest and for the protection of investors.

(c) Director discretion to disclose. If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in § 47-31B-608(a), the director may disclose a record obtained in connection with an audit or inspection under § 47-31B-411(d) or a record obtained in connection with an investigation under § 47-31B-602 .

Source: SL 2004, ch 278, § 45.
S.D. Codified Laws § 47-25A-2 — SD Code / Title 47 / Chapter 25A / Section 47-25A-2
Required approvals
Status: in_force

If a domestic or foreign nonprofit corporation may not be a party to a merger or sale of its assets without the approval of the attorney general, the Division of Insurance, or the Public Utilities Commission, the corporation may not be a party to a conversion or domestication without the prior approval of that agency.

Source: SL 2016, ch 221, § 17.
S.D. Codified Laws § 47-18-10 — SD Code / Title 47 / Chapter 18 / Section 47-18-10
Mortgaging assets to secure payment of debts
Status: in_force

Unless the bylaws of a cooperative provide otherwise, the board of directors may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues, and other property.

Source: SDC 1939, § 11.1130 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-122.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-122.1
Copying and certification fees
Status: in_force

The Office of the Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:

(1) One dollar a page for copying;

(2) Twenty dollars for copying microfiche archived documents for a single corporation; and

(3) Ten dollars for the certificate.

Source: SL 2005, ch 239, § 8.
S.D. Codified Laws § 47-22-73 — SD Code / Title 47 / Chapter 22 / Section 47-22-73
Unauthorized acting as corporation--Liability
Status: in_force

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

Source: SL 1965, ch 24, § 98.
S.D. Codified Laws § 47-11B-7 — SD Code / Title 47 / Chapter 11B / Section 47-11B-7
Licensed employees subject to discipline under practice act
Status: in_force

Each individual employee registered pursuant to chapter 36-7 who is employed by a corporation subject to this chapter shall remain subject to reprimand or discipline for his conduct under the provisions of chapter 36-7 .

Source: SL 1972, ch 249, § 7.
S.D. Codified Laws § 47-1A-859 — SD Code / Title 47 / Chapter 1A / Section 47-1A-859
Exclusivity of subpart
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by §§ 47-1A-850 to 47-1A-859 , inclusive.

Source: SL 2005, ch 239, § 182.
S.D. Codified Laws § 47-26-24 — SD Code / Title 47 / Chapter 26 / Section 47-26-24
Power of court in liquidation proceedings--Application by corporation
Status: in_force

Courts of equity shall have full power to liquidate the assets and affairs of a corporation upon application by a corporation to have its dissolution continued under the supervision of the court.

Source: SL 1965, ch 24, § 56 (3).
S.D. Codified Laws § 47-1A-1408.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1408.1
Court-ordered security satisfaction for contingent, unknown, or future claims
Status: in_force

Provision by the dissolved corporation for security in the amount and the form ordered by the court under § 47-1A-1408 shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.

Source: SL 2005, ch 239, § 325.
S.D. Codified Laws § 47-16-9 — SD Code / Title 47 / Chapter 16 / Section 47-16-9
Consent to action without meeting
Status: in_force

Any action which may be taken at a member meeting of a cooperative, may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by a majority of the members entitled to vote on such action. In such cases, such consent shall have the same force and effect as if a meeting had been held.

Source: SDC 1939, § 11.1126 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1408 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1408
Court proceedings for determination of amount and form of security for contingent, unknown, or future claims
Status: in_force

A dissolved corporation that has published a notice under §§ 47-1A-1407 to 47-1A-1407.2 , inclusive, may file an application with the circuit court of the county where the dissolved corporation's principal office is located, or, if none in this state, with the circuit court of Hughes County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under § 47-1A-1407.1 .

Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.

The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.

Source: SL 2005, ch 239, § 324; SL 2008, ch 275, § 40.
S.D. Codified Laws § 47-34A-907 — SD Code / Title 47 / Chapter 34A / Section 47-34A-907
Action on plan of conversion by converting limited liability company
Status: in_force

(a) Subject to § 47-34A-914 , a plan of conversion must be consented to by all the members of a converting limited liability company.

(b) Subject to § 47-34A-914 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under § 47-34A-908 , a converting limited liability company may amend the plan or abandon the conversion:

(1) As provided in the plan; or

(2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.

Source: SL 1998, ch 272, § 907; SL 2013, ch 233, § 21.
S.D. Codified Laws § 47-1A-640.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640.5
Application of provisions in §§47-1A-640to47-1A-640.4
Status: in_force

The provisions of §§ 47-1A-640 to 47-1A-640.4 , inclusive, do not apply to distributions in liquidation under §§ 47-1A-1402 to 47-1A-1501 , inclusive.

Source: SL 2005, ch 239, § 85.
S.D. Codified Laws § 47-24-20 — SD Code / Title 47 / Chapter 24 / Section 47-24-20
Exceptions
Status: in_force

The provisions in § 47-24-19 do not apply to:

(1) Any information required to determine eligibility for or compliance with a state grant or contract; or

(2) Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state.

Any information obtained shall be confidential and its disclosure is restricted as provided by law.

Source: SL 2021, ch 196, § 3.
S.D. Codified Laws § 47-13B-12.3 — SD Code / Title 47 / Chapter 13B / Section 47-13B-12.3
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

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

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-21-21 — SD Code / Title 47 / Chapter 21 / Section 47-21-21
Officers--Election and qualifications--Removal of officers
Status: in_force

The officers of a cooperative shall consist of a president, vice - president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices of secretary and of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents, or employees as it deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.

Source: SL 1947, ch 33, § 14; SDC Supp 1960, § 11.2214.
S.D. Codified Laws § 47-11C-7 — SD Code / Title 47 / Chapter 11C / Section 47-11C-7
Licensed employees subject to discipline under practice act
Status: in_force

Each individual employee registered pursuant to chapter 36-8 who is employed by a corporation subject to this chapter shall remain subject to reprimand or discipline for his conduct under the provisions of chapter 36-8 .

Source: SL 1977, ch 384, § 7.
S.D. Codified Laws § 47-31B-301 — SD Code / Title 47 / Chapter 31B / Section 47-31B-301
Securities registration requirement
Status: in_force

It is unlawful for a person to offer or sell a security in this state unless:

(1) The security is a federal covered security;

(2) The security, transaction, or offer is exempted from registration under §§ 47-31B-201 through 47-31B-203 ; or

(3) The security is registered under this chapter.

Source: SL 2004, ch 278, § 10.
S.D. Codified Laws § 47-13-20 — SD Code / Title 47 / Chapter 13 / Section 47-13-20
Conflict with Veterinary Practice Act
Status: in_force

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

Source: SL 1964, ch 20, § 3.
S.D. Codified Laws § 47-1A-702 — SD Code / Title 47 / Chapter 1A / Section 47-1A-702
Special meeting
Status: in_force

A corporation shall hold a special meeting of shareholders:

(1) On call of its board of directors or any persons authorized to do so by the articles of incorporation or bylaws; or

(2) If the holders of at least ten percent of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. However, the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

If not otherwise fixed under § 47-1A-703 or 47-1A-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Only business within the purposes described in the meeting notice required by § 47-1A-705 may be conducted at a special shareholders' meeting.

Source: SL 2005, ch 239, § 87.
S.D. Codified Laws § 47-1A-640.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640.3
Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor
Status: in_force

A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with §§ 47-1A-640 to 47-1A-640.5 , inclusive, is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

Source: SL 2005, ch 239, § 83.
S.D. Codified Laws § 47-34A-410 — SD Code / Title 47 / Chapter 34A / Section 47-34A-410
Actions by members
Status: in_force

(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:

(1) The member's rights under the operating agreement;

(2) The member's rights under this chapter; and

(3) The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.

(b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

Source: SL 1998, ch 272, § 410.
S.D. Codified Laws § 47-1A-951.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-951.1
Plan of entity conversion--Amendments
Status: in_force

The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change:

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

(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to § 47-1A-1005 ; or

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

Source: SL 2005, ch 239, § 222.
S.D. Codified Laws § 47-13-10 — SD Code / Title 47 / Chapter 13 / Section 47-13-10
Amending certificate upon change of location
Status: in_force

In the event of a change of location of the registered establishment, the Board of Veterinary Medical Examiners, in accordance with its regulations, shall amend the certificate of registration so that it shall apply to the new location.

Source: SL 1964, ch 20, § 8.
S.D. Codified Laws § 47-11A-16 — SD Code / Title 47 / Chapter 11A / Section 47-11A-16
Pension and insurance plans for employees--Restrictions on terms
Status: in_force

A professional service corporation may adopt a pension profit - sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees including lay employees, providing that such plan does not require or result in the sharing of specific or identifiable fees with 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 1970, ch 258, § 3.
S.D. Codified Laws § 47-20-7 — SD Code / Title 47 / Chapter 20 / Section 47-20-7
Annual financial report--Delivery to secretary of state--Fee--Returning improper report
Status: in_force

A cooperative must deliver the annual report required by § 47-20-4 to the secretary of state pursuant to §§ 59-11-24 to 59-11-28 , inclusive. A fee of fifty-five dollars must be paid to the secretary of state for filing the report.

If the report does not conform to requirements, the report must be returned to the cooperative for necessary corrections.

Source: SDC 1939, § 11.1134 (3) as enacted by SL 1965, ch 23, § 1; SL 1966, ch 16, § 2; SL 1986, ch 383, § 6; SL 2003, ch 8, § 15; SL 2008, ch 275, § 61; SL 2025, ch 189, § 2.
S.D. Codified Laws § 47-13-13 — SD Code / Title 47 / Chapter 13 / Section 47-13-13
Suspension or revocation of certificate--Grounds
Status: in_force

The Board of Veterinary Medical Examiners may suspend or revoke any certificate of registration for any of the following reasons:

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

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

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

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

Source: SL 1964, ch 20, § 10.
S.D. Codified Laws § 47-22-68.6 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.6
Investments which jeopardize charitable purpose prohibited to foundation
Status: in_force

The corporation described in § 47-22-68.2 shall not make any investments which would jeopardize the carrying out of any of the exempt purposes of the corporation, within the meaning of section 4944 of the Internal Revenue Code so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 2 (4).
S.D. Codified Laws § 47-31B-306 — SD Code / Title 47 / Chapter 31B / Section 47-31B-306
Denial, suspension, and revocation of securities registration
Status: in_force

(a) Stop orders. The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the director finds that the order is in the public interest and that:

(1) The registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under § 47-31B-305(i) as of its effective date, or a report under § 47-31B-305(h), is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) This chapter or a rule adopted or order issued under this chapter or a condition imposed under this chapter has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

(3) The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this chapter applicable to the offering, but the director may not institute a proceeding against an effective registration statement under this paragraph more than one year after the date of the order or injunction on which it is based, and the director may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(4) The issuer's enterprise or method of business includes or would include activities that are unlawful where performed;

(5) With respect to a security sought to be registered under § 47-31B-303 , there has been a failure to comply with the undertaking required by § 47-31B-303(b)(4); or

(6) The applicant or registrant has not paid the filing fee, but the director shall void the order if the deficiency is corrected.

(b) Institution of stop order. The director may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the director when the registration statement became effective unless the proceeding is instituted within thirty days after the registration statement became effective.

(c) Summary process. The director may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the director shall promptly notify each person specified in subsection (d) that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within fifteen days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the director, within thirty days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the director, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

(d) Procedural requirements for stop order. A stop order may not be issued under this section without:

(1) Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) An opportunity for hearing; and

(3) Findings of fact and conclusions of law in a record in accordance with chapter 1-26 .

(e) Modification or vacation of stop order. The director may modify or vacate a stop order issued under this section if the director finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

Source: SL 2004, ch 278, § 15.
S.D. Codified Laws § 47-33-13 — SD Code / Title 47 / Chapter 33 / Section 47-33-13
Redemption of shares in absence of information statement or negative vote by shareholders
Status: in_force

Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to in § 47-33-8 acquired in a control share acquisition, at a redemption price equal to the market value of the shares at the time of the call for redemption, in the event:

(1) An information statement has not been delivered to the domestic public corporation by the acquiring person by the tenth day after the control share acquisition; or

(2) An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to § 47-33-12 .

The call for redemption shall be given by the domestic public corporation within thirty days after the domestic public corporation has knowledge of the event giving the domestic public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given.

Source: SL 1990, ch 369, § 206.
S.D. Codified Laws § 47-1A-808 — SD Code / Title 47 / Chapter 1A / Section 47-1A-808
Removal of directors by shareholders
Status: in_force

The shareholders may remove one or more directors, with or without cause, unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove that director exceeds the number of votes cast not to remove that director.

A director may be removed by the shareholders only at a meeting called for the purpose of removing that director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Source: SL 2005, ch 239, § 143.
S.D. Codified Laws § 47-21-57 — SD Code / Title 47 / Chapter 21 / Section 47-21-57
Voting by members--Spouse voting for member--Mail voting
Status: in_force

Each member of a cooperative is entitled to one vote on each matter submitted to a vote at a meeting of the members. The spouse of a member may vote on behalf of the member unless the member has indicated otherwise. Members may vote by mail for any issue authorized by the bylaws of the cooperative, except the election of directors, purposes prohibited by § 47-21-20 , or a vote required by § 47-21-45 . If a cooperative's bylaws allow mail voting, they shall also prescribe any conditions or limitations of such voting. Member ballots voted by mail shall be returned before or at any membership meeting, and each ballot submitted counts as a member present and voting at a meeting for any quorum requirements of § 47-21-56 or a cooperative's bylaws. No cooperative member may vote by proxy on any issue.

Source: SL 1947, ch 33, § 10; SDC Supp 1960, § 11.2210 (5); SL 1984, ch 299; SL 1998, ch 270, § 1.
S.D. Codified Laws § 47-15-51 — SD Code / Title 47 / Chapter 15 / Section 47-15-51
Filing false document as felony
Status: in_force

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

Source: SL 1983, ch 15, § 36.
S.D. Codified Laws § 47-1A-921 — SD Code / Title 47 / Chapter 1A / Section 47-1A-921
Action on a plan of domestication
Status: in_force

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

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

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

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

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

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

(6) Separate voting by voting groups is required by each class or series of shares that:

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

(b) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 47-1A-1004 ; or

(c) Is entitled under the articles of incorporation to vote as a voting group to approve an amendment of the articles;

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

Source: SL 2005, ch 239, § 202.
S.D. Codified Laws § 47-14A-39 — SD Code / Title 47 / Chapter 14A / Section 47-14A-39
Payment of claims and obligations of trust upon dissolution--Distribution of remaining assets--Liability of persons winding up business
Status: in_force

A business trust which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the business trust and all claims and obligations which are known to the business trust but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in the governing instrument of a business trust, any remaining assets shall be distributed to the beneficial owners. Any person, including any trustee, who under the governing instrument of the business trust is responsible for winding up a business trust's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved business trust by reason of such person's actions in winding up the business trust.

Source: SL 2001, ch 245, § 39.
S.D. Codified Laws § 47-11-19 — SD Code / Title 47 / Chapter 11 / Section 47-11-19
Severability and saving clause
Status: in_force

If any provision of this chapter or the application thereof to any person or circumstances is invalid, such invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable.

Source: SL 1961, ch 29, § 18.
S.D. Codified Laws § 47-17-13 — SD Code / Title 47 / Chapter 17 / Section 47-17-13
Action without meeting of directors--Written consent
Status: in_force

Any action which may be taken at a meeting of the directors or executive committee of a cooperative may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the directors or executive committee members entitled to vote on such action. In such cases, such consent shall have the same force and effect as if a meeting had been held.

Source: SDC 1939, § 11.1126 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-210 — SD Code / Title 47 / Chapter 34A / Section 47-34A-210
Failure or refusal to sign record
Status: in_force

If a person required by § 47-34A-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the state circuit court to direct the signing of the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall order the secretary of state to sign and file an appropriate record.

Source: SL 1998, ch 272, § 210.
S.D. Codified Laws § 47-14A-46 — SD Code / Title 47 / Chapter 14A / Section 47-14A-46
Certificate of cancellation to be filed upon termination of trust--Contents
Status: in_force

A certificate of trust shall be cancelled upon the completion of winding up of the business trust and its termination. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:

(1) The name of the business trust;

(2) The date of filing of its certificate of trust;

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

(4) Any other information the trustee determines to include therein.

Source: SL 2001, ch 245, § 46.
S.D. Codified Laws § 47-22-60 — SD Code / Title 47 / Chapter 22 / Section 47-22-60
Powers of corporation--Lending--Investing--Property holding
Status: in_force

Each corporation shall have power to lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

Source: SL 1965, ch 24, § 5 (9).
S.D. Codified Laws § 47-16-52 — SD Code / Title 47 / Chapter 16 / Section 47-16-52
Manner of payment
Status: in_force

The distribution and payment of net proceeds of a cooperative under §§ 47-16-46 to 47-16-51 , inclusive, may be in cash, credits, stock, certificates or interest, revolving fund certificates, letters of advice, or other certificates or securities of the cooperative or of other associations or corporations, in other property, or in any combination thereof.

Source: SDC 1939, § 11.1131 (5) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-126 — SD Code / Title 47 / Chapter 1A / Section 47-1A-126
Appeal from Office of Secretary of State's refusal to file document
Status: in_force

If the Office of the Secretary of State refuses to file a document delivered to the Office of the Secretary of State for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the circuit court of the county where the corporation's principal office is located in this state or, if none in this state, to the circuit court of Hughes County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Office of the Secretary of State's explanation of the refusal to file.

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

Source: SL 2005, ch 239, § 15; SL 2008, ch 275, § 29.
S.D. Codified Laws § 47-28-15 — SD Code / Title 47 / Chapter 28 / Section 47-28-15
Failure to answer interrogatories--Civil fine
Status: in_force

Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is subject to a civil fine in any amount not exceeding five hundred dollars.

Source: SL 1965, ch 24, § 87; SL 1967, ch 14, § 6; SL 1983, ch 15, § 45; SL 1983, ch 331, § 5.
S.D. Codified Laws § 47-34A-801 — SD Code / Title 47 / Chapter 34A / Section 47-34A-801
Events causing dissolution and winding up of company's business
Status: in_force

(a) A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:

(1) An event specified in the operating agreement;

(2) Consent of the number or percentage of members specified in the operating agreement;

(3) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;

(4) On application by a member or a dissociated member, upon entry of a judicial decree that:

(i) The economic purpose of the company is likely to be unreasonably frustrated;

(ii) Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member;

(iii) It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; or

(iv) The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal or fraudulent.

Source: SL 1998, ch 272, § 801; SL 2009, ch 234, § 3.
S.D. Codified Laws § 47-34A-1003 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1003
Activities not constituting transacting business
Status: in_force

(a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include:

(1) Maintaining, defending, or settling an action or proceeding;

(2) Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the company'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 electronic means 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, or security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired;

(9) Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; and

(10) Transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any law of this state other than this chapter.

Source: SL 1998, ch 272, § 1003; SL 2013, ch 233, § 32.
S.D. Codified Laws § 47-1A-1101 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1101
Definitions
Status: in_force

Terms used in §§ 47-1A-1101 to 47-1A-1108 , inclusive, mean:

(1) "Merger," a business combination pursuant to §§ 47-1A-1102 to 47-1A-1102.5 , inclusive;

(2) "Party to a merger" or "party to a share exchange," any domestic or foreign corporation or eligible entity that will:

(a) Merge under a plan of merger;

(b) Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange; or

(c) Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange;

(3) "Share exchange," a business combination pursuant to §§ 47-1A-1103 to 47-1A-1103.5 , inclusive;

(4) "Survivor," in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

Source: SL 2005, ch 239, § 248.
S.D. Codified Laws § 47-34A-1205 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1205
Limited liability company--Organization--Effective date
Status: in_force

(a) Before January 1, 1999, this chapter governs only a limited liability company organized:

(1) After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company.;

(2) Before the effective date of this chapter, which elects, as provided by subsection (b), to be governed by this chapter.

(b) Before January 1, 2004, a limited liability company existing before the effective date of this chapter may voluntarily elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this chapter.

(c) On and after January 1, 2004, this chapter governs all limited liability companies.

Source: SL 1998, ch 272, § 1205.
S.D. Codified Laws § 47-14A-30 — SD Code / Title 47 / Chapter 14A / Section 47-14A-30
One trustee required to have residence or principal place of business in state
Status: in_force

Every business trust shall at all times have at least one trustee which, in the case of a natural person, shall be a person who is a resident of this state or which, in all other cases, has its principal place of business in this state.

Source: SL 2001, ch 245, § 30.
S.D. Codified Laws § 47-21-54 — SD Code / Title 47 / Chapter 21 / Section 47-21-54
Special meetings for members--Procedure for calling
Status: in_force

Special meetings of the members of a cooperative may be called by the president, by the board of directors, by any three directors, or by not less than ten percentum of the members.

Source: SL 1947, ch 33, § 10; SDC Supp 1960, § 11.2210 (2).