S.D. Codified Laws § 47-34A-501 — SD Code / Title 47 / Chapter 34A / Section 47-34A-501
Member's distributional interest
Status: in_force

(a) A member is not a co - owner of, and has no transferable interest in, property of a limited liability company.

(b) A distributional interest in a limited liability company is personal property and, subject to § 47-34A-502 and § 47-34A-503 , may be transferred in whole or in part.

(c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to § 47-34A-503 , may also provide for the transfer of any interest represented by the certificate.

Source: SL 1998, ch 272, § 501.
S.D. Codified Laws § 47-1A-124.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-124.1
Correction of filed document--Procedure
Status: in_force

A document is corrected:

(1) By preparing articles of correction that:

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

(b) Specify the inaccuracy or defect to be corrected; and

(c) Correct the inaccuracy or defect; and

(2) By delivering the articles to the Office of the Secretary of State for filing.

Source: SL 2005, ch 239, § 12.
S.D. Codified Laws § 47-11B-1 — SD Code / Title 47 / Chapter 11B / Section 47-11B-1
Optometric corporations and liability companies authorized
Status: in_force

One or more optometrists may form professional service corporations for the practice of optometry under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter. Optometrists may form a limited liability company for the practice of optometry under the South Dakota Limited Liability Company Act, as amended, providing that such limited liability companies are organized and operated in accordance with the provisions of this chapter.

Source: SL 1972, ch 249, § 1; SL 1993, ch 344, § 39G.
S.D. Codified Laws § 47-22-58 — SD Code / Title 47 / Chapter 22 / Section 47-22-58
Powers of corporation--Securities holdings--Government obligations
Status: in_force

Each corporation shall have power to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic, or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof.

Source: SL 1965, ch 24, § 5 (7).
S.D. Codified Laws § 47-1A-640.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640.4
Indebtedness of corporation for purposes of determinations under §47-1A-640.1
Status: in_force

Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under § 47-1A-640.1 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

Source: SL 2005, ch 239, § 84.
S.D. Codified Laws § 47-1A-831.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-831.1
Specific burdens when seeking specified money damages or payment
Status: in_force

The party seeking to hold the director liable:

(1) For money damages, also has the burden of establishing that:

(a) Harm to the corporation or its shareholders has been suffered; and

(b) The harm suffered was proximately caused by the director's challenged conduct; or

(2) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, also has whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, also has whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

Source: SL 2005, ch 239, § 160.
S.D. Codified Laws § 47-9A-16 — SD Code / Title 47 / Chapter 9A / Section 47-9A-16
Report required of corporation engaged in farming--Contents
Status: in_force

Every corporation engaged in farming or proposing to commence farming in this state shall file with the secretary of state a report containing:

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

(2) The acreage and location listed by section, township, and county of each lot or parcel of land in this state that is owned or leased by the corporation and used for the growing of crops or the keeping or feeding of poultry or livestock.

Source: SL 1974, ch 294, § 5; SL 2008, ch 275, § 54.
S.D. Codified Laws § 47-31B-410 — SD Code / Title 47 / Chapter 31B / Section 47-31B-410
Filing fees
Status: in_force

(a) Broker - dealers. A person shall pay a fee of one hundred fifty dollars when initially filing an application for registration as a broker - dealer and a fee of one hundred fifty dollars when filing a renewal of registration as a broker - dealer. If the filing results in a denial or withdrawal, the director shall retain the fee.

(b) Agents. The fee for an individual is one hundred twenty five dollars when filing an application for registration as an agent, a fee of one hundred twenty five dollars when filing a renewal of registration as an agent, and a fee of one hundred twenty five dollars when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the director shall retain the fee.

(c) Investment advisers. A person shall pay a fee of one hundred dollars when filing an application for registration as an investment adviser and a fee of one hundred dollars when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the director shall retain the fee.

(d) Investment adviser representatives. The fee for an individual is fifty dollars when filing an application for registration as an investment adviser representative, a fee of fifty dollars when filing a renewal of registration as an investment adviser representative, and a fee of fifty dollars when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the director shall retain the fee.

(e) Federal covered investment advisers. A federal covered investment adviser required to file a notice under § 47-31B-405 shall pay an initial fee of two hundred dollars and an annual notice fee of two hundred dollars.

(f) Payment. A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this chapter.

Source: SL 2004, ch 278, § 26.
S.D. Codified Laws § 47-1A-742 — SD Code / Title 47 / Chapter 1A / Section 47-1A-742
Demand
Status: in_force

No shareholder may commence a derivative proceeding until:

(1) A written demand has been made upon the corporation to take suitable action; and

(2) Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.

Source: SL 2005, ch 239, § 125.
S.D. Codified Laws § 47-1A-831 — SD Code / Title 47 / Chapter 1A / Section 47-1A-831
Standards of liability for directors
Status: in_force

A director is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:

(1) Any provision in the articles of incorporation authorized by subdivision 47-1A-202.1 (4) or the protection afforded by §§ 47-1A-861 and 47-1A-861.1 for action taken in compliance with §§ 47-1A-862 to 47-1A-862.3 , inclusive, or §§ 47-1A-863 to 47-1A-863.3 , inclusive, if interposed as a bar to the proceeding by the director, does not preclude liability; and

(2) The challenged conduct consisted or was the result of:

(a) Action not in good faith; or

(b) A decision:

(i) Which the director did not reasonably believe to be in the best interests of the corporation; or

(ii) As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or

(c) A lack of objectivity due to the director's familial, financial, or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct:

(i) Which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation; and

(ii) After a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or

(d) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefor; or

(e) Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

Source: SL 2005, ch 239, § 159.
S.D. Codified Laws § 47-1A-120.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-120.3
Dependency on extrinsic facts prohibited for specified provisions of plan or filed document
Status: in_force

The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:

(1) The name and address of any person required in a filed document;

(2) The registered office of any entity required in a filed document;

(3) The registered agent of any entity required in a filed document;

(4) The number of authorized shares and designation of each class or series of shares;

(5) The effective date of a filed document;

(6) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

Source: SL 2005, ch 239, § 5.
S.D. Codified Laws § 47-24-3 — SD Code / Title 47 / Chapter 24 / Section 47-24-3
Shares of stock prohibited--Dividends and profits prohibited
Status: in_force

A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers.

Source: SL 1965, ch 24, § 28.
S.D. Codified Laws § 47-1A-901 — SD Code / Title 47 / Chapter 1A / Section 47-1A-901
Excluded transactions
Status: in_force

The provisions of §§ 47-1A-901 to 47-1A-956 , inclusive, may not be used to effect a transaction that converts an insurance company organized on the mutual principle to one organized on a stock-share basis.

Source: SL 2005, ch 239, § 194.
S.D. Codified Laws § 47-21-59 — SD Code / Title 47 / Chapter 21 / Section 47-21-59
Powers of cooperative--Capacity to sue and be sued
Status: in_force

A cooperative shall have power to sue and be sued in its corporate name.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (1).
S.D. Codified Laws § 47-11D-15 — SD Code / Title 47 / Chapter 11D / Section 47-11D-15
Procedure for suspension or revocation of certificate
Status: in_force

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

Source: SL 1993, ch 337, § 15.
S.D. Codified Laws § 47-21-46.6 — SD Code / Title 47 / Chapter 21 / Section 47-21-46.6
Filing fee
Status: in_force

The secretary of state shall charge and collect a filing fee of one dollar per page for each document filed pursuant to §§ 47-21-46.1 to 47-21-46.3 , inclusive, and § 49-34-11 .

Source: SL 2009, ch 233, § 6.
S.D. Codified Laws § 47-1A-953.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-953.2
Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content
Status: in_force

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

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

(2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;

(3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and

(4) Either contain all of the provisions that § 47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that § 47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.

Source: SL 2005, ch 239, § 227.
S.D. Codified Laws § 47-1A-821 — SD Code / Title 47 / Chapter 1A / Section 47-1A-821
Action without meeting
Status: in_force

Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.

Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

Source: SL 2005, ch 239, § 148.
S.D. Codified Laws § 47-21-31 — SD Code / Title 47 / Chapter 21 / Section 47-21-31
Articles of consolidation as governing consolidated cooperative--Articles of surviving cooperative as governing merged cooperative
Status: in_force

In the case of consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.

Source: SL 1947, ch 33, § 19; SDC Supp 1960, § 11.2219 (1).
S.D. Codified Laws § 47-22-56 — SD Code / Title 47 / Chapter 22 / Section 47-22-56
Powers of corporation--Disposal of corporate assets
Status: in_force

Each corporation shall have power to sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets.

Source: SL 1965, ch 24, § 5 (5).
S.D. Codified Laws § 47-21-77 — SD Code / Title 47 / Chapter 21 / Section 47-21-77
Securities regulation laws inapplicable
Status: in_force

The provisions of chapter 47-31B do not apply to any note, bond or other evidence of indebtedness issued by any cooperative pursuant to this chapter to the United States of America or any agency or other instrumentality thereof, to any member of such cooperative, or to any mortgage, deed of trust, or other instrument executed to secure the same. Chapter 47-31B does not apply to the issuance of membership certificates or any other evidence of member interest by any cooperative or any such foreign corporation.

Source: SL 1947, ch 33, § 33; SDC Supp 1960, § 11.2233; SL 1971, ch 259, § 3; SL 1989, ch 30, § 77; SL 2004, ch 278, § 65.
S.D. Codified Laws § 47-27-29 — SD Code / Title 47 / Chapter 27 / Section 47-27-29
Contract or tort within state as consent to serve secretary of state
Status: in_force

If a foreign corporation makes a contract with a resident of South Dakota to be performed in whole or in part by either party in South Dakota, or if such foreign corporation commits a tort in whole or in part in South Dakota against a resident of South Dakota, such acts shall be deemed to be doing business in South Dakota by the foreign corporation and shall be deemed equivalent to the appointment by the foreign corporation of the secretary of state of the State of South Dakota and his successors to be its true and lawful attorney upon whom may be served all lawful process in any actions or proceedings against the foreign corporation arising from or growing out of such contract or tort. The making of the contract or the committing of the tort shall be deemed to be the agreement of the foreign corporation that any process against it which is so served upon the secretary of state shall be of the same legal force and effect as if served personally within the State of South Dakota.

Source: SL 1965, ch 24, § 74.
S.D. Codified Laws § 47-22-63 — SD Code / Title 47 / Chapter 22 / Section 47-22-63
Powers of corporation--Adoption of bylaws
Status: in_force

Each corporation shall have power to make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.

Source: SDC 1939, §§ 11.1407, 11.1501, 11.1502; SL 1965, ch 24, § 5 (12).
S.D. Codified Laws § 47-16-53 — SD Code / Title 47 / Chapter 16 / Section 47-16-53
Application of proceeds to prior losses
Status: in_force

All or any part of the net proceeds of a cooperative may be applied to losses incurred in prior years, and the bylaws may also include any reasonable provisions for the apportionment of losses.

Source: SDC 1939, § 11.1131 (6) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-57 — SD Code / Title 47 / Chapter 14A / Section 47-14A-57
Fees-Documents not effective until fee paid
Status: in_force

No document required to be filed under this section 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) Application for reservation of name, $50;

(2) Application for renewal of reservation, $50;

(3) Notice of transfer or cancellation of reservation, $50;

(4) Certificate of trust, $125;

(5) Certificate of amendment, $125;

(6) Certificate of cancellation, $125;

(7) Certificate of merger or consolidation, $125;

(8) Certificate of correction, $125;

(9) Certificate of termination or amendment or a restated certificate, $125; and

(10) All other certificates filed under this chapter, $50.

Source: SL 2001, ch 245, § 57; SL 2009, ch 4, § 13.
S.D. Codified Laws § 47-14B-1 — SD Code / Title 47 / Chapter 14B / Section 47-14B-1
Laws governing organization of foreign business trust
Status: in_force

The laws of the state, territory, possession, or other jurisdiction or country under which a foreign business trust is organized govern its organization and internal affairs and the liability of its beneficial owners and trustees. A foreign business trust may not be denied registration by reason of any difference between those laws and the laws of the state.

Source: SL 2001, ch 245, § 97.
S.D. Codified Laws § 47-1A-1402 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1402
Proposal to dissolve by board of directors--Requirements for adoption
Status: in_force

A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted:

(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in § 47-1A-1402.3 .

Source: SL 2005, ch 239, § 309.
S.D. Codified Laws § 47-1A-723 — SD Code / Title 47 / Chapter 1A / Section 47-1A-723
Shares held by nominees
Status: in_force

A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the corporation recognizes in a beneficial owner;

(3) The manner in which the procedure is selected by the nominee;

(4) The information that must be provided when the procedure is selected;

(5) The period for which selection of the procedure is effective; and

(6) Other aspects of the rights and duties created.

Source: SL 2005, ch 239, § 105.
S.D. Codified Laws § 47-13A-2.3 — SD Code / Title 47 / Chapter 13A / Section 47-13A-2.3
Amendment of articles of incorporation to be consistent with law
Status: in_force

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

Source: SL 2005, ch 240, § 2.
S.D. Codified Laws § 47-1A-805 — SD Code / Title 47 / Chapter 1A / Section 47-1A-805
Terms of directors generally
Status: in_force

The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. The term of any other director expires at the next annual shareholders' meeting following the director's election unless the terms of the directors are staggered under § 47-1A-806 . A decrease in the number of directors does not shorten an incumbent director's term. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. Despite the expiration of a director's term, a director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.

Source: SL 2005, ch 239, § 140.
S.D. Codified Laws § 47-13-5 — SD Code / Title 47 / Chapter 13 / Section 47-13-5
Contracts for personal services with licensed persons
Status: in_force

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

Source: SL 1964, ch 20, § 14.
S.D. Codified Laws § 47-23-27 — SD Code / Title 47 / Chapter 23 / Section 47-23-27
Indemnification of corporate agents for liability from good faith acts on behalf of corporation
Status: in_force

A nonprofit corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative other than an action by or in the right of the corporation by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent or another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit, or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.

Source: SL 1978, ch 338, § 6; SL 1994, ch 351, § 127.
S.D. Codified Laws § 47-1A-858 — SD Code / Title 47 / Chapter 1A / Section 47-1A-858
Variation by corporate action--Application of subpart
Status: in_force

A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with §§ 47-1A-851 and 47-1A-851.1 or advance funds to pay for or reimburse expenses in accordance with §§ 47-1A-853 and 47-1A-853.1 . Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in §§ 47-1A-853.1 and 47-1A-855 . Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with §§ 47-1A-853 and 47-1A-853.1 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

Any provision pursuant to this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by subdivision 47-1A-1106(4).

A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to §§ 47-1A-850 to 47-1A-859 , inclusive. The provisions of §§ 47-1A-850 to 47-1A-859 , inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with an appearance as a witness in a proceeding if the director or officer is not a party.

The provisions of §§ 47-1A-850 to 47-1A-859 , inclusive, do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of, an employee or agent.

Source: SL 2005, ch 239, § 181.
S.D. Codified Laws § 47-25-23 — SD Code / Title 47 / Chapter 25 / Section 47-25-23
Abandonment of merger or consolidation
Status: in_force

After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, a merger or consolidation described in § 47-25-18 may be abandoned pursuant to provisions thereof, if any, set forth in the plan of merger or consolidation.

Source: SL 1965, ch 24, § 45.
S.D. Codified Laws § 47-18-19 — SD Code / Title 47 / Chapter 18 / Section 47-18-19
Creditors' claims--Notice--Time for filing
Status: in_force

The court having jurisdiction of an action under § 47-18-17 shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribution thereafter made, unless the court upon good cause shown extends their time for filing.

Source: SDC 1939, § 11.1145 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1330.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1330.2
Parties--Service
Status: in_force

The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

Source: SL 2005, ch 239, § 302.
S.D. Codified Laws § 47-25-16 — SD Code / Title 47 / Chapter 25 / Section 47-25-16
Transfer of assets and liabilities to surviving corporation--Title to real estate
Status: in_force

When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

Source: SL 1965, ch 24, § 44 (4).
S.D. Codified Laws § 47-1A-201 — SD Code / Title 47 / Chapter 1A / Section 47-1A-201
Incorporators
Status: in_force

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Office of the Secretary of State for filing.

Source: SL 2005, ch 239, § 27.
S.D. Codified Laws § 47-14A-6 — SD Code / Title 47 / Chapter 14A / Section 47-14A-6
Liability of trustees
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, a trustee, when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof.

Source: SL 2001, ch 245, § 6.
S.D. Codified Laws § 47-21-21.4 — SD Code / Title 47 / Chapter 21 / Section 47-21-21.4
Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding
Status: in_force

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

Source: SL 2007, ch 260, § 3; SL 2009, ch 232, § 3.
S.D. Codified Laws § 47-11-4 — SD Code / Title 47 / Chapter 11 / Section 47-11-4
Death of shareholder--Computation of book value
Status: in_force

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

Source: SL 1961, ch 29, § 17.
S.D. Codified Laws § 47-31B-509 — SD Code / Title 47 / Chapter 31B / Section 47-31B-509
Civil liability
Status: in_force

(a) Securities Litigation Uniform Standards Act. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998.

(b) Liability of seller to purchaser. A person is liable to the purchaser if the person sells a security in violation of § 47-31B-301 or, by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing the untruth or omission and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:

(1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at Category D, § 54-3-16 from the date of the purchase, costs, and reasonable attorneys' fees determined by the court, upon the tender of the security, or for actual damages as provided in paragraph (3).

(2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in paragraph (3).

(3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at Category D § 54-3-16 from the date of the purchase, costs, and reasonable attorneys' fees determined by the court.

(c) Liability of purchaser to seller. A person is liable to the seller if the person buys a security by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:

(1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys' fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in paragraph (3).

(2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in paragraph (3).

(3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at Category D § 54-3-16 from the date of the sale of the security, costs, and reasonable attorneys' fees determined by the court.

(d) Liability of unregistered broker - dealer and agent. A person acting as a broker - dealer or agent that sells or buys a security in violation of § 47-31B-401(a), 47-31B-402(a), or 47-31B-506 is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in subsections (b)(1) through (3), or, if a seller, for a remedy as specified in subsections (c)(1) through (3).

(e) Liability of unregistered investment adviser and investment adviser representative. A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of § 47-31B-403(a), 47-31B-404(a), or 47-31B-506 is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at Category D § 54-3-16 from the date of payment, costs, and reasonable attorneys' fees determined by the court.

(f) Liability for investment advice. A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following:

(1) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at Category D § 54-3-16 from the date of the fraudulent conduct, costs, and reasonable attorneys' fees determined by the court, less the amount of any income received as a result of the fraudulent conduct.

(2) This subsection does not apply to a broker - dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker - dealer and no special compensation is received for the investment advice.

(g) Joint and several liability. The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f):

(1) A person that directly or indirectly controls a person liable under subsections (b) through (f), unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(2) An individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f), including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(3) An individual who is an employee of or associated with a person liable under subsections (b) through (f) and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and

(4) A person that is a broker - dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f), unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.

(h) Right of contribution. A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.

(i) Survival of cause of action. A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(j) Statute of limitations. A person may not obtain relief:

(1) Under subsection (b) for violation of § 47-31B-301 , or under subsection (d) or (e), unless the action is instituted within one year after the violation occurred; or

(2) Under subsection (b), other than for violation of § 47-31B-301 , or under subsection (c) or (f), unless the action is instituted within the earlier of two years after discovery of the facts constituting the violation or five years after the violation.

(k) No enforcement of violative contract. A person that has made, or has engaged in the performance of, a contract in violation of this chapter or a rule adopted or order issued under this chapter, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this chapter, may not base an action on the contract.

(l) No contractual waiver. A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this chapter or a rule adopted or order issued under this chapter is void.

(m) Survival of other rights or remedies. The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist, but this chapter does not create a cause of action not specified in this section or § 47-31B-411(e).

Source: SL 2004, ch 278, § 37.
S.D. Codified Laws § 47-31B-409 — SD Code / Title 47 / Chapter 31B / Section 47-31B-409
Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative
Status: in_force

Withdrawal of registration by a broker - dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this chapter unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this chapter. The director may institute a revocation or suspension proceeding under § 47-31B-412 within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

Source: SL 2004, ch 278, § 25.
S.D. Codified Laws § 47-14A-22 — SD Code / Title 47 / Chapter 14A / Section 47-14A-22
Title to property of business trust may be held by trustee
Status: in_force

Except to the extent otherwise provided in the governing instrument of the business trust, legal title to the property of the business trust, or any part thereof, may be held in the name of any trustee of the business trust, in its capacity as such, with the same effect as if such property were held in the name of the business trust.

Source: SL 2001, ch 245, § 22.
S.D. Codified Laws § 47-1A-1202 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1202
Shareholder approval of certain dispositions
Status: in_force

A sale, lease, exchange, or other disposition of assets, other than a disposition described in § 47-1A-1201 , requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent of total assets at the end of the most recently completed fiscal year, and twenty-five percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.

Source: SL 2005, ch 239, § 273.
S.D. Codified Laws § 47-20-1 — SD Code / Title 47 / Chapter 20 / Section 47-20-1
Books and records required--List of members and stockholders
Status: in_force

A cooperative shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, board, and executive committee. The cooperative shall keep at its principal office records of the names and addresses of all members and stockholders with the amount of stock held by each, and of ownership of equity interests.

Source: SDC 1939, § 11.1133 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11E-18 — SD Code / Title 47 / Chapter 11E / Section 47-11E-18
Standards of professional conduct--Discipline
Status: in_force

Nothing in this chapter diminishes or changes the obligation of each nurse employed by the corporation to conduct their practice in accordance with the standards of professional conduct promulgated by the South Dakota Board of Nursing. Any nurse who by act or omission causes the corporation to act or fail to act in a way which violates such standards of professional conduct, is personally responsible for such act or omission and is subject to discipline.

Source: SL 1996, ch 228, § 18.
S.D. Codified Laws § 47-1A-704 — SD Code / Title 47 / Chapter 1A / Section 47-1A-704
Action without meeting
Status: in_force

Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If not otherwise fixed under § 47-1A-703 or 47-1A-707 , the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under this section. No written consent is effective to take the corporate action referred to therein unless written consents signed by all shareholders entitled to vote on the action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents signed by all shareholders entitled to vote on the action. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Source: SL 2005, ch 239, § 89.
S.D. Codified Laws § 47-34A-809 — SD Code / Title 47 / Chapter 34A / Section 47-34A-809
Grounds for administrative dissolution
Status: in_force

The secretary of state may commence a proceeding to dissolve a limited liability company administratively if the company does not:

(1) Pay any fees, taxes, or penalties imposed by this chapter or other law within sixty days after they are due; or

(2) Deliver its annual report to the secretary of state within sixty days after it is due.

Source: SL 1998, ch 272, § 809.
S.D. Codified Laws § 47-34A-906 — SD Code / Title 47 / Chapter 34A / Section 47-34A-906
Conversion
Status: in_force

(a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§ 47-34A-907 to 47-34A-909 , inclusive, and a plan of conversion, if:

(1) The other organization's governing statute authorizes the conversion;

(2) The conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and

(3) The other organization complies with its governing statute in effecting the conversion.

(b) A plan of conversion must be in a record and must include:

(1) The name and form of the organization before conversion;

(2) The name and form of the organization after conversion;

(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and

(4) The organizational documents of the converted organization that are, or are proposed to be, in a record.

Source: SL 1998, ch 272, § 906; SL 2008, ch 275, § 78; SL 2013, ch 233, § 20.
S.D. Codified Laws § 47-1A-824 — SD Code / Title 47 / Chapter 1A / Section 47-1A-824
Quorum and voting
Status: in_force

Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:

(1) A majority of the fixed number of directors if the corporation has a fixed board size; or

(2) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under this section. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

Source: SL 2005, ch 239, § 151.
S.D. Codified Laws § 47-28-18 — SD Code / Title 47 / Chapter 28 / Section 47-28-18
Filing by electronic transmission
Status: in_force

Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may be made by electronic transmission if and to the extent permitted by the Office of Secretary of State.

Source: SL 2016, ch 221, § 3.
S.D. Codified Laws § 47-34A-1105 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1105
Special litigation committee
Status: in_force

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make an investigation. The provisions of this subsection do not prevent the court from enforcing a person's right to information under § 47-34A-408 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed:

(1) In a member-managed limited liability company:

(A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and

(B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or

(2) In a manager-managed limited liability company:

(A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and

(B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

(1) Continue under the control of the plaintiff;

(2) Continue under the control of the committee;

(3) Be settled on terms approved by the committee; or

(4) Be dismissed.

(e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of the committees determination and the committee's report supporting the determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made the recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff.

Source: SL 2013, ch 233, § 43.
S.D. Codified Laws § 47-26-29 — SD Code / Title 47 / Chapter 26 / Section 47-26-29
Appointment of liquidating receiver--Authority of receiver--Order appointing receiver
Status: in_force

After a hearing had upon such notice as the court may direct to be given to all parties to proceedings to liquidate the assets and affairs of a corporation and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.

Source: SL 1965, ch 24, § 57.
S.D. Codified Laws § 47-1A-1003 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1003
Amendment by board of directors and shareholders
Status: in_force

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:

(1) The proposed amendment must be adopted by the board of directors;

(2) Except as provided in §§ 47-1A-1005 , and 47-1A-1007 to 47-1A-1008 , inclusive, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, 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 amendment to the shareholders on any basis;

(4) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment 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 amendment and must contain or be accompanied by a copy of the amendment;

(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 shares to be present, approval of the amendment 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 amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in § 47-1A-1004 , 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 amendment by that voting group exists.

Source: SL 2005, ch 239, § 237.
S.D. Codified Laws § 47-1A-1325.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1325.2
Payment for shares upon shareholder acceptance of offer in notice
Status: in_force

Within ten days after receiving the shareholder's acceptance pursuant to § 47-1A-1325.1 , the corporation must pay in cash the amount it offered under subdivision 47-1A-1325.1 (2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

Source: SL 2005, ch 239, § 297.
S.D. Codified Laws § 47-1A-1421 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1421
Procedure for and effect of administrative dissolution
Status: in_force

If the Office of the Secretary of State determines that one or more grounds exist under § 47-1A-1420 for dissolving a corporation, the Office of the Secretary of State shall serve the corporation with written notice of that determination. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Office of the Secretary of State that each ground determined by the Office of the Secretary of State does not exist within sixty days after service of the notice is perfected, the Office of the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Office of the Secretary of State shall file the original of the certificate and serve a copy on the corporation.

A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under §§ 47-1A-1405 and 47-1A-1405.1 and notify claimants under §§ 47-1A-1406 to 47-1A-1406.2 , inclusive, and 47-1A-1407 to 47-1A-1407.2 , inclusive.

The administrative dissolution of a corporation does not terminate the authority of its registered agent.

Source: SL 2005, ch 239, § 328; SL 2008, ch 275, § 42.
S.D. Codified Laws § 47-1A-1433 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1433
Decree of dissolution
Status: in_force

If after a hearing the court determines that one or more grounds for judicial dissolution described in § 47-1A-1430 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Office of the Secretary of State, who shall file it.

After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with §§ 47-1A-1405 and 47-1A-1405.1 and the notification of claimants in accordance with §§ 47-1A-1406 to 47-1A-1406.2 , inclusive, and 47-1A-1407 to 47-1A-1407.2 , inclusive.

Source: SL 2005, ch 239, § 337.
S.D. Codified Laws § 47-34A-808 — SD Code / Title 47 / Chapter 34A / Section 47-34A-808
Notice--Other claims against dissolved limited liability company
Status: in_force

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) The notice must:

(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is or was located or, if none in this state, in Hughes County;

(2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and

(3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:

(1) A claimant who did not receive written notice under § 47-34A-807 ;

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

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

(d) A claim not barred under this section may be enforced:

(1) Against the dissolved limited liability company, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

Source: SL 1998, ch 272, § 808; SL 2008, ch 275, § 77.
S.D. Codified Laws § 47-27-32 — SD Code / Title 47 / Chapter 27 / Section 47-27-32
Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application
Status: in_force

Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:

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

(2) That the corporation is not doing or engaging in any business in this state;

(3) That the corporation surrenders its authority to do or engage in any business in this state;

(4) That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on such corporation by service thereof on the secretary of state; and

(5) A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on him.

The original application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the chairman of the board, by the corporation's president or by another of the corporation's officers, or, if the corporation is in the hands of a receiver, trustee or by other court-appointed fiduciary, by that fiduciary.

Source: SL 1965, ch 24, § 78; SL 1989, ch 393, § 43; SL 2012, ch 222, § 10.
S.D. Codified Laws § 47-13A-1 — SD Code / Title 47 / Chapter 13A / Section 47-13A-1
Professional corporations for practice of law authorized--Limited liability company
Status: in_force

One or more lawyers licensed pursuant to chapter 16-16 may form professional service corporations for the practice of law under §§ 47-1A-101 to 47-1A-863.3 , inclusive, §§ 47-1A-1401 to 47-1A-1440 , inclusive, and §§ 47-1A-1601 to 47-1A-1621.3, inclusive, or may form limited liability companies under the South Dakota Limited Liability Company Act, providing that such corporations and limited liability companies are organized and operated in accordance with the provisions of this chapter. In any corporation formed under this chapter one or more persons may act as the sole stockholders, directors or officers of such corporation. However, any limited liability company formed under this chapter shall comply with the South Dakota Limited Liability Act, as amended.

Source: SL 1968, ch 10, § 1; SL 1973, ch 283; SL 1993, ch 344, § 39U; SL 2005, ch 202, § 4.
S.D. Codified Laws § 47-1A-1506.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1506.1
Corporate name--Distinguishable from specified names
Status: in_force

Except as authorized by §§ 47-1A-1506.2 and 47-1A-1506.3 , the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from:

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

(2) A corporate name reserved or registered under § 47-1A-402 or 47-1A-403 to 47-1A-403.2 , inclusive;

(3) The fictitious name of another foreign corporation authorized to transact business in this state;

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

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

Source: SL 2005, ch 239, § 355.
S.D. Codified Laws § 47-14A-91 — SD Code / Title 47 / Chapter 14A / Section 47-14A-91
Construction of chapter with other laws
Status: in_force

The provisions of this chapter may not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other business entity to the State of South Dakota by any other means provided for in an agreement governing the internal affairs of the other business entity or as otherwise permitted by law, including by the amendment of an agreement governing the internal affairs of the other business entity.

Source: SL 2001, ch 245, § 91.
S.D. Codified Laws § 47-20-10 — SD Code / Title 47 / Chapter 20 / Section 47-20-10
Filing and receipt of documents
Status: in_force

When any document is to be filed and recorded under chapters 47-15 to 47-20 , inclusive, an original and one exact or conforming copy of the document shall be delivered to the secretary of state. He shall stamp on both the original and the copy the date of filing and return the copy to the cooperative with his certificate of filing.

Source: SDC 1939, § 11.1151 (1) as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 15.
S.D. Codified Laws § 47-31B-101 — SD Code / Title 47 / Chapter 31B / Section 47-31B-101
Short title
Status: in_force

This chapter may be cited as the Uniform Securities Act of 2002.

Source: SL 2004, ch 278, § 1.
S.D. Codified Laws § 47-13-1.1 — SD Code / Title 47 / Chapter 13 / Section 47-13-1.1
Definition of terms
Status: in_force

Terms used in this chapter mean:

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

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

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

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

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

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

Source: SL 1993, ch 344, § 39S.
S.D. Codified Laws § 47-31B-610 — SD Code / Title 47 / Chapter 31B / Section 47-31B-610
Jurisdiction
Status: in_force

(a) Sales and offers to sell. Sections 47-31B-301 , 47-31B-302 , 47-31B-401(a), 47-31B-402(a), 47-31B-403(a), 47-31B-404(a), 47-31B-501 , 47-31B-506 , 47-31B-509 , and 47-31B-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.

(b) Purchases and offers to purchase. Sections 47-31B-401(a), 47-31B-402(a), 47-31B-403(a), 47-31B-404(a), 47-31B-501 , 47-31B-506 , 47-31B-509 , and 47-31B-510 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.

(c) Offers in this state. For the purpose of this section, an offer to sell or to purchase a security is made in this State, whether or not either party is then present in this state, if the offer:

(1) Originates from within this state; or

(2) Is directed by the offeror to a place in this state and received at the place to which it is directed.

(d) Acceptances in this state. For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance:

(1) Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and

(2) Has not previously been communicated to the offeror, orally or in a record, outside this state.

(e) Publications, radio, television, or electronic communications. An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two thirds of its circulation outside this state during the previous twelve months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless:

(1) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;

(2) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state;

(3) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system; or

(4) The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.

(f) Investment advice and misrepresentations. Sections 47-31B-403(a), 47-31B-404(a), 47-31B-405(a), 47-31B-502 , 47-31B-505 , and 47-31B-506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.

Source: SL 2004, ch 278, § 48.
S.D. Codified Laws § 47-34A-807 — SD Code / Title 47 / Chapter 34A / Section 47-34A-807
Known claims against dissolved limited liability company
Status: in_force

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.

(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:

(1) Specify the information required to be included in a claim;

(2) Provide a mailing address where the claim is to be sent;

(3) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and

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

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:

(1) The claim is not received by the specified deadline; or

(2) In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.

(d) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Source: SL 1998, ch 272, § 807.
S.D. Codified Laws § 47-21-18 — SD Code / Title 47 / Chapter 21 / Section 47-21-18
Adoption of first bylaws by directors--Subsequent bylaws adopted by members
Status: in_force

The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting thereon at a meeting of the members.

Source: SL 1947, ch 33, § 8; SDC Supp 1960, § 11.2208.
S.D. Codified Laws § 47-15-36 — SD Code / Title 47 / Chapter 15 / Section 47-15-36
Powers of cooperatives--Donations
Status: in_force

Unless otherwise provided by its articles, a cooperative may make donations for charitable, scientific, educational, or religious purposes.

Source: SDC 1939, § 11.1103 (10) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-16 — SD Code / Title 47 / Chapter 16 / Section 47-16-16
Voting by organizations
Status: in_force

If the cooperative permits two or more persons, or a partnership, or an unincorporated association, or another cooperative, or a corporation, or a body politic to hold one membership, the bylaws may provide how such member vote is to be cast.

Source: SDC 1939, § 11.1114 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-51 — SD Code / Title 47 / Chapter 16 / Section 47-16-51
Remaining funds--Distribution to patrons--Distinction between members and nonmembers--Classification of patrons
Status: in_force

If the articles or bylaws of a cooperative so provide, none of the remainder of the net proceeds after credits pursuant to § 47-16-50 shall constitute income to the cooperative, but all thereof shall be distributed and paid in accordance with the ratio which individual patronage bears to total patronage, either to all patrons, to member patrons only, or to all patrons with nonmembers receiving a lower proportion than members, as the bylaws may provide. There shall be no other distinction between members and nonmembers, but distribution may be based on business done with particular departments, or in particular commodities, supplies, or services, or upon classification of business according to type or nature thereof.

Source: SDC 1939, § 11.1131 (4) (b) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-31B-510 — SD Code / Title 47 / Chapter 31B / Section 47-31B-510
Rescission offers
Status: in_force

A purchaser, seller, or recipient of investment advice may not maintain an action under § 47-31B-509 if:

(1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(A) An offer stating the respect in which liability under § 47-31B-509 may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this chapter to be furnished to that person at the time of the purchase, sale, or investment advice;

(B) If the basis for relief under this section may have been a violation of § 47-31B-509(b), an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at Category D § 54-3-16 from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at Category D § 54-3-16 from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;

(C) If the basis for relief under this section may have been a violation of § 47-31B-509(c), an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at Category D § 54-3-16 from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest at Category D § 54-3-16 from the date of the sale;

(D) If the basis for relief under this section may have been a violation of § 47-31B-509(d); and if the customer is a purchaser, an offer to pay as specified in subparagraph (B); or, if the customer is a seller, an offer to tender or to pay as specified in subparagraph (C);

(E) If the basis for relief under this section may have been a violation of § 47-31B-509(e), an offer to reimburse in cash the consideration paid for the advice and interest at Category D § 54-3-16 from the date of payment; or

(F) If the basis for relief under this section may have been a violation of § 47-31B-509(f), an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at Category D § 54-3-16 from the date of the violation causing the loss;

(2) The offer under paragraph (1) states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three days, that the director, by order, specifies;

(3) The offeror has the present ability to pay the amount offered or to tender the security under paragraph (1);

(4) The offer under paragraph (1) is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(5) The purchaser, seller, or recipient of investment advice that accepts the offer under paragraph (1) in a record within the period specified under paragraph (2) is paid in accordance with the terms of the offer.

Source: SL 2004, ch 278, § 38.
S.D. Codified Laws § 47-22-65.7 — SD Code / Title 47 / Chapter 22 / Section 47-22-65.7
Corporation defined
Status: in_force

For purposes of §§ 47-22-65.1 to 47-22-65.8 , inclusive, references to "the corporation" includes, in addition to the resulting corporation, any constituent corporation, including any constituent of a constituent, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of §§ 47-22-65.1 to 47-22-65.8 , inclusive, with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

Source: SL 1986, ch 388, § 8; SL 1994, ch 351, § 126.
S.D. Codified Laws § 47-11F-6 — SD Code / Title 47 / Chapter 11F / Section 47-11F-6
Posting of certificate required
Status: in_force

The certificate of registration issued pursuant to § 47-11F-5 shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 2000, ch 219, § 6.
S.D. Codified Laws § 47-34A-201 — SD Code / Title 47 / Chapter 34A / Section 47-34A-201
Limited liability company as legal entity
Status: in_force

A limited liability company is a legal entity distinct from its members. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company.

Source: SL 1998, ch 272, § 201.
S.D. Codified Laws § 47-1A-1531 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1531
Procedure for and effect of revocation
Status: in_force

If the Office of the Secretary of State determines that one or more grounds exist under § 47-1A-1530 for revocation of a certificate of authority, the Office of the Secretary of State shall serve the foreign corporation with written notice of that determination under § 47-1A-1510. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Office of the Secretary of State that each ground determined by the Office of the Secretary of State does not exist within sixty days after service of the notice is perfected under § 47-1A-1510, the Office of the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Office of the Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under § 47-1A-1510.

The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

Source: SL 2005, ch 239, § 368.
S.D. Codified Laws § 47-29-17 — SD Code / Title 47 / Chapter 29 / Section 47-29-17
Order granting or denying petition--Order as conclusive absent appeal
Status: in_force

At the hearing required by § 47-29-16 , and after receipt of evidence offered in support of such petition and evidence, if any, offered in opposition thereto, the circuit court shall grant such petition if satisfied that the evidence sustains the same, and if not, such petition shall be dismissed. If such court grants such petition, judgment shall be entered accordingly and, subject only to right of appeal, shall conclusively establish the right of the cemetery corporation or association to make such sale and such conveyance.

Source: SDC 1939, § 11.1906 as added by SL 1955, ch 16.
S.D. Codified Laws § 47-22-68.7 — SD Code / Title 47 / Chapter 22 / Section 47-22-68.7
Taxable expenditures prohibited to foundation
Status: in_force

The corporation described in § 47-22-68.2 shall not make any taxable expenditure which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code.

Source: SL 1972, ch 244, § 2 (5).
S.D. Codified Laws § 47-1A-1703.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1703.1
Penalty imposition for violation of repealed statute
Status: in_force

If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.

Source: SL 2005, ch 239, § 393.
S.D. Codified Laws § 47-24-15 — SD Code / Title 47 / Chapter 24 / Section 47-24-15
Change of name required on reinstatement
Status: in_force

If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§ 47-22-9 to 47-22-11 , inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of authority has been granted, or to the name of any limited partnership certified or registered in this state, such reinstated corporation shall be required to adopt another name.

Source: SL 1978, ch 339, § 10; SL 1989, ch 393, § 25.
S.D. Codified Laws § 47-34A-103 — SD Code / Title 47 / Chapter 34A / Section 47-34A-103
Operating agreement--Scope--Limitations
Status: in_force

(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.

(b) The operating agreement may not:

(1) Eliminate the duty of loyalty under § 47-34A-409(b) or § 47-34A-603(b)(3), but the agreement may, if not manifestly unreasonable:

(i) Identify specific types or categories of activities that do not violate the duty of loyalty; and

(ii) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(2) Eliminate the obligation of good faith and fair dealing under § 47-34A-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(3) Vary the right to expel a member in an event specified in § 47-34A-601(6);

(4) Vary the requirement to wind up the limited liability company's business in a case specified in § 47-34A-801(a)(3) or (4); or

(5) Restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.

(c) If not manifestly unreasonable, the operating agreement may:

(1) Restrict a right to information or access to records under § 47-34A-408 ;

(2) Reduce the duty of care under § 47-34A-409(c) or § 47-34A-603(b)(3);

(3) Alter any other fiduciary duty, including eliminating particular aspects of that duty.

(d) The court shall decide any claim under this section that a term of an operating agreement is manifestly unreasonable. The court:

(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that:

(i) The objective of the term is unreasonable; or

(ii) The term is an unreasonable means to achieve the provision's objective.

Source: SL 1998, ch 272, § 103; SL 2013, ch 233, § 2.
S.D. Codified Laws § 47-1A-954 — SD Code / Title 47 / Chapter 1A / Section 47-1A-954
Surrender of charter upon conversion
Status: in_force

Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-950 to 47-1A-956 , inclusive, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:

(1) The name of the corporation;

(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;

(3) A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;

(4) The jurisdiction under the laws of which the surviving entity will be organized;

(5) If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.

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

Source: SL 2005, ch 239, § 229.
S.D. Codified Laws § 47-13A-5 — SD Code / Title 47 / Chapter 13A / Section 47-13A-5
Corporation's violation of standards of professional conduct and rules of court prohibited--Compliance with standards and provisions of chapter
Status: in_force

The corporation shall do nothing which if done by an attorney employed by it would violate the standards of professional conduct established for such attorney pursuant to law, including rules of court. The corporation shall at all times comply with the standards of professional conduct established by the Supreme Court of South Dakota and the provisions of this chapter.

Source: SL 1968, ch 10, § 2; SL 1969, ch 18.
S.D. Codified Laws § 47-28-4 — SD Code / Title 47 / Chapter 28 / Section 47-28-4
Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo
Status: in_force

If the secretary of state shall revoke the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of chapter 47-27 , such foreign corporations may, in the manner provided by § 47-28-3 , appeal to the circuit court for the county where the registered office of such corporation in this state is situated, by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

Source: SL 1965, ch 24, § 92.
S.D. Codified Laws § 47-13B-2 — SD Code / Title 47 / Chapter 13B / Section 47-13B-2
Purpose of corporation
Status: in_force

The corporation shall be organized solely for the purpose of conducting the practice of accountancy.

Source: SL 1971, ch 260, § 1 (2); SL 2002, ch 179, § 71.
S.D. Codified Laws § 47-14A-66 — SD Code / Title 47 / Chapter 14A / Section 47-14A-66
Validity of certain mergers not affected by failure to file certificate
Status: in_force

Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to July 1, 2001, does not affect the validity or effectiveness of any such merger or consolidation.

Source: SL 2001, ch 245, § 66.
S.D. Codified Laws § 47-18-5.1 — SD Code / Title 47 / Chapter 18 / Section 47-18-5.1
Merger or consolidation of cooperative and its subsidiary
Status: in_force

A cooperative that owns shares of a domestic or foreign subsidiary corporation that carries at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself or into another such subsidiary without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any such corporation otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized. If approval of a merger by the subsidiary's shareholders is not required, the cooperative shall, within ten days after the effective date of the merger, notify each of the subsidiary's other shareholders, if any, that the merger has become effective. After the effective date of the merger or consolidation, the entities that were parties to the plan become a single cooperative. The procedure used to accomplish the merger or consolidation shall be as otherwise set forth in this chapter for mergers or consolidations of cooperatives. The subsidiary corporation shall be deemed the non-surviving cooperative for purposes of applying this chapter, as the context may require.

Source: SL 2009, ch 231, § 1.
S.D. Codified Laws § 47-33-3 — SD Code / Title 47 / Chapter 33 / Section 47-33-3
Definition of terms
Status: in_force

(1) Terms used in this chapter mean:

(a) "Acquiring person," a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise, for the purposes of acquiring, owning or voting shares of a domestic public corporation, all members of the partnership, syndicate or other group constitute a "person." "Acquiring person" does not include:

(i) A licensed broker/dealer or licensed underwriter who

(A) Purchases shares of a domestic public corporation solely for the purposes of resale to the public; and

(B) Is not acting in concert with an acquiring person; or

(ii) A person who becomes entitled to exercise or direct the exercise of a new range of voting power within any of the ranges specified in subdivision 47-33-9(4) solely as a result of a repurchase of shares by, or recapitalization of, the domestic public corporation or similar action unless:

(A) The repurchase, recapitalization or similar action was proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding, or otherwise with, the person or any affiliate or associate of the person; or

(B) The person thereafter acquires beneficial ownership, directly or indirectly, of outstanding voting shares of the domestic public corporation and, immediately after the acquisition, is entitled to exercise or direct the exercise of the same or a higher range of voting power under subdivision 47-33-9(4) as the person became entitled to exercise as a result of the repurchase, recapitalization, or similar action;

(b) "Affiliate," a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person;

(c) "Announcement date," if used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination;

(d) "Articles," the original or restated articles of incorporation and all amendments thereto;

(e) "Associate," if used to indicate a relationship with any person, means any of the following:

(i) Any corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class or series of its equity securities;

(ii) Any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity;

(iii) Any relative or spouse of the person, or any relative of the spouse residing in the home of the person;

(f) "Beneficial owner," if used with respect to any equity security, means a person:

(i) That, individually or with or through any of its affiliates or associates, beneficially owns an equity security, directly or indirectly;

(ii) That, individually with or through any of its affiliates or associates has:

(A) The right to acquire an equity security, whether that right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, relationship or understanding, whether written or unwritten, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. However, a person may not be deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by that person or any of that person's affiliates or associates until those tendered shares are accepted for purchase or exchange; or

(B) The right to vote an equity security pursuant to any agreement, arrangement, relationship or understanding, whether written or unwritten. However, a person may not be deemed the beneficial owner of any shares under this subparagraph if the agreement, arrangement, relationship or understanding to vote the shares (1) arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act, and (2) is not then reportable on a Schedule 13D under the Exchange Act or any comparable or successor report; or

(iii) That has any agreement, arrangement, relationship or understanding, whether written or unwritten, for the purpose of acquiring, holding, voting (except voting under a revocable proxy or consent described in subparagraph (ii)(B) of this subsection), or disposing of an equity security with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the equity security;

(g) "Board," the board of directors of a corporation;

(h) "Business combination," if used in reference to a domestic public corporation and any interested shareholder of the domestic public corporation, means any of the following:

(i) Any merger or consolidation of the domestic public corporation or any subsidiary of the domestic public corporation with:

(A) The interested shareholder; or

(B) Any other foreign or domestic corporation (whether or not itself an interested shareholder of the domestic public corporation) that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder, but excluding (1) the merger of a wholly-owned subsidiary of the domestic public corporation into the domestic public corporation, (2) the merger of two or more wholly-owned subsidiaries of the domestic public corporation, or (3) the merger of a domestic or foreign corporation, other than an interested shareholder or an affiliate or associate of an interested shareholder, with a wholly-owned subsidiary of the domestic public corporation pursuant to which the surviving corporation, immediately after the merger, becomes a wholly-owned subsidiary of the domestic public corporation;

(ii) Any exchange, pursuant to a plan of exchange under the laws of this state or a comparable statute of any other state or jurisdiction, of shares of the domestic public corporation or any subsidiary of the domestic public corporation for equity securities of either (i) the interested shareholder; or (ii) any other domestic or foreign corporation, whether or not itself an interested shareholder of the domestic public corporation, that is, or after the exchange would be, an affiliate or associate of the interested shareholder;

(iii) Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, of assets of the domestic public corporation or any subsidiary of the domestic public corporation to which any of the following applies;

(A) Having an aggregate market value equal to ten percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of the domestic public corporation;

(B) Having an aggregate market value equal to ten percent or more of the aggregate market value of all the outstanding shares of the domestic public corporation; or

(C) Representing ten percent or more of the earning power or net income, determined on a consolidated basis, of the domestic public corporation;

(iv) The issuance or transfer by the domestic public corporation or any subsidiary of the domestic public corporation, in one transaction or a series of transactions, of any shares of the domestic public corporation or any subsidiary of the domestic public corporation that have an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding shares of the domestic public corporation to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of rights or options to purchase shares offered, or a dividend or distribution paid or made, pro rata to all shareholders of the domestic public corporation other than for the purpose, directly or indirectly, of facilitating or effecting a subsequent transaction that would have been a business combination if the dividend or distribution had not been made;

(v) The adoption of any plan or proposal for the liquidation or dissolution of the domestic public corporation, or any reincorporation of the domestic public corporation in another state or jurisdiction, proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise with, the interested shareholder or any affiliate or associate of the interested shareholder;

(vi) Any reclassification of securities, including any share dividend or split, reverse share split, or other distribution of shares in respect of shares, any recapitalization of the domestic public corporation, any merger or consolidation of the domestic public corporation with any subsidiary of the domestic public corporation, or any other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise with, the interested shareholder or any affiliate or associate of the interested shareholder, that has the effect, directly or indirectly, of increasing the proportionate amount of the outstanding voting shares of any class or series, or securities that are exchangeable for or convertible into, or carry the right to acquire voting shares, of the domestic public corporation or any subsidiary of the domestic public corporation that is, directly or indirectly, owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or

(vii) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the domestic public corporation, of any loans, advances, guarantees, pledges or other financial assistance, or any tax credits or other tax advantages provided by or through the domestic public corporation. However, the term "business combination" may not be deemed to include the receipt of any of the foregoing benefits by that domestic public corporation or any of that corporation's subsidiaries arising from transactions, such as intercompany loans or tax sharing arrangements, between that domestic public corporation and its subsidiaries in the ordinary course of business;

(i) "Common shares," any shares other than preferred shares;

(j) "Consummation date," with respect to any business combination, the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of:

(i) The business day before the vote; or

(ii) Twenty days before the date of consummation of business combination;

(k) "Control," including the terms "controlling," "controlled by," and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise. A person's beneficial ownership of ten percent or more of the voting power of a corporation's outstanding voting shares creates a presumption that the person has control of the corporation. Notwithstanding the foregoing, a person is not considered to have control of a corporation if the person holds voting shares, in good faith and not for the purpose of circumventing this chapter, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation;

(l) "Control share acquisition," an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of a domestic public corporation that, except for § 47-33-8 , would, if added to all other shares of the domestic public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in subdivision 47-33-9(4) but does not include any of the following:

(i) An acquisition before, or pursuant to a contract entered into before, February 21, 1990;

(ii) An acquisition by a donee pursuant to an inter vivos gift not made to avoid this chapter or by any person who acquires the shares of a decedent from the representative of the decedent's estate other than as a creditor or purchaser; or

(iii) An acquisition pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this chapter;

(iv) An acquisition pursuant to a merger, consolidation or share exchange effected under §§ 47-1A-1101 to 47-1A-1108 , inclusive, if the domestic public corporation is a party to the transaction;

(v) An acquisition for the benefit of others by a person acting in good faith and not made to avoid this chapter, to the extent that the person may not exercise or direct the exercise of the voting power or disposition of the shares except upon the instruction of others;

(vi) The acquisition of shares of a domestic public corporation, in good faith, and not for the purpose of circumventing this chapter, by or from any person whose voting rights had previously been authorized by shareholders in compliance with this chapter, or any person whose previous acquisition of shares of a domestic public corporation would have constituted a control share acquisition but for one or more of the exceptions stated in subparagraphs (i) through (v) of this definition, unless the acquisition entitles the acquiring person, directly or indirectly, alone or as part of a group, to exercise or direct the exercise of voting power of the domestic public corporation in the election of directors in excess of the range of voting power previously authorized by the shareholders pursuant to § 47-33-12 .

All shares the beneficial ownership of which is acquired within a ninety- day period, and all shares the beneficial ownership of which is acquired pursuant to a plan to make a control share acquisition, shall be deemed to have been acquired in the same acquisition;

(m) "Corporation" and "domestic corporation," a corporation for profit incorporated under the laws of this state;

(n) "Domestic public corporation," a corporation organized under the laws of this state that is a publicly held corporation, has more than fifty shareholders, and which:

(i) Has either its principal place of business or its principal executive office located in this state, and owns or controls assets located in this state having a fair market value of at least one million dollars and has more than one hundred employees in this state; or

(ii) Has more than five percent of its shareholders resident in this state, has more than five percent of its shares owned by residents in this state, or has more than two hundred fifty shareholders resident in this state.

For the purpose of subparagraph (ii) of this subsection, the residence of each shareholder is the address of the shareholder which appears on the records of the domestic public corporation;

(o) "Equity security,":

(i) Any share or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for an equity security; and

(ii) Any security convertible, with or without consideration, into an equity security, or any warrant, call or other option or privilege of buying an equity security without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase an equity security;

(p) "Exchange Act," the Securities Exchange Act of 1934, (48 Stat. 881, 15 U.S.C. § 78a et seq.) as amended;

(q) "Interested shareholder," if used in reference to any domestic public corporation, any person, other than the domestic public corporation or any subsidiary of the domestic public corporation, that is either:

(i) The beneficial owner, directly or indirectly, of ten percent or more of the outstanding voting shares of the domestic public corporation; or

(ii) Is an affiliate or associate of the domestic public corporation and at any time within the four-year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent or more of the then outstanding voting shares of the domestic public corporation;

For the purposes of determining whether a person is an interested shareholder, the number of voting shares of the domestic public corporation considered to be outstanding includes shares considered to be beneficially owned by the person through the application of subsection (f) of this section, but does not include any other unissued voting shares of the domestic public corporation which may be issuable pursuant to any agreement, arrangement, or understanding, or upon the exercise of rights, options, conversion rights, or otherwise;

(r) "Interested shares," the shares of a domestic public corporation owned by any of the following persons:

(1) The acquiring person or its affiliates or associates;

(2) Any officer of the domestic public corporation; or

(3) Any employee of the domestic public corporation who is also a director of the domestic public corporation;

(s) "Market value," if used in reference to shares or property of any domestic public corporation, the following:

(i) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share as determined by the board of the domestic public corporation in good faith; and

(ii) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of the domestic public corporation;

(t) "Person," an individual, corporation, limited liability company, partnership, unincorporated association, organization or other entity;

(u) "Preferred shares," any class or series of shares of a domestic public corporation that under the bylaws or articles of incorporation of the domestic public corporation:

(i) Is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or

(ii) Is entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares;

(v) "Publicly held corporation," a corporation that has a class of equity securities registered pursuant to § 12 of the Exchange Act, or subject to § 15(d) of the Exchange Act;

(w) "Share," one of the units, however designated, into which the shareholders' proprietary interests in the corporation are divided;

(x) "Share acquisition date," with respect to any person and any domestic public corporation, the date that the person first becomes an interested shareholder of the domestic public corporation;

(y) "Shareholder," one who is a holder of record of shares in a corporation;

(z) "Subsidiary," of a specified corporation, any other corporation of which a majority of the outstanding voting shares entitled to be cast is owned, directly or indirectly, by the specified corporation;

(aa) "Voting shares," shares of a corporation entitled to vote generally in the election of directors;

(2) Terms in this chapter mean:

(a) "Board," the board of directors of a corporation;

(b) "Class," if used with reference to shares, means a category of shares that differs in designation or one or more rights or preferences from another category of shares of the corporation;

(c) "Director," a member of the board;

(d) "Good faith," honesty in fact in the conduct of the act or transaction concerned;

(e) "Intentionally," that the person referred to either has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person intentionally violates a statute if the person intentionally does the act or causes the result prohibited by the statute, or if the person intentionally fails to do the act or cause the result required by the statutes, even though the person may not know of the existence or constitutionality of the statute or the scope or meaning of the term used in the statute;

(f) "Knows," or has "knowledge," has actual knowledge of it. A person does not know of a fact merely because the person has reason to know of the fact;

(g) "Notice," is given by a corporation to a person when mailed to the person at the last known address of the person, when communicated to the person orally, when handed to the person, when left at the office of the person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office, or if the office is closed or the person to be notified has no office, or when left at the dwelling house or usual place of abode of the person with some person of suitable age and discretion then residing therein. Notice is given to a corporation when mailed or delivered to it at its registered office. Notice by mail is given when deposited in the United States mail with sufficient postage affixed;

(h) "Officer," a person elected, appointed, authorized, or otherwise designated as an officer by the board, and any other person considered elected as an officer;

(i) "Organization," a domestic or foreign corporation partnership, limited partnership, joint venture, association, business trust, estate, trust, enterprise and any other legal or commercial entity;

(j) "Outstanding shares," all shares duly issued and not reacquired by a corporation;

(k) "Series," a category of shares, within a class of shares authorized or issued by a corporation by or pursuant to its articles, that have some of the same rights and preferences as other shares within the same class, but that differ in designation or one or more rights and preferences from another category of shares within that class.

Source: SL 1990, ch 369, § 103; SL 1994, ch 351, § 128; SL 2005, ch 202, § 7.
S.D. Codified Laws § 47-19-2 — SD Code / Title 47 / Chapter 19 / Section 47-19-2
Application for certificate--Contents--Filing
Status: in_force

In order to procure the certificate required by § 47-19-1 , a foreign cooperative shall make application therefor to the secretary of state, which application shall set forth:

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

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

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

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

(5) The purpose or purposes of the cooperative which it proposes to pursue in the transaction of business in this state;

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

(7) A statement of its aggregate number of members, and of the number of members by classes, if any;

(8) A statement of the aggregate number of authorized and issued capital stock itemized by classes, par value of stock, stock without par value, and series, if any, within a class; and

(9) Such additional information as may be necessary in order to enable the secretary of state to determine whether such cooperative is entitled to a certificate of authority to transact business in this state and to determine and assess fees payable.

Such application shall be made on forms prescribed and furnished by the secretary of state and an original shall be executed by the chairman of the board of directors, by its president or by another officer. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.

Source: SDC 1939, § 11.1149 as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 12; SL 1990, ch 367, § 12; SL 2008, ch 275, § 59; SL 2012, ch 222, § 4.
S.D. Codified Laws § 47-22-74.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-74.1
Privacy protection policy for social security numbers of volunteers
Status: in_force

Before a nonprofit corporation in the regular course of business or in the provision of services requests that a volunteer provide the volunteer's social security number, the corporation shall adopt a privacy protection policy that sets forth the manner in which the corporation intends to secure and protect any social security numbers in its possession or in the possession of a third party with whom the corporation shares or will share the numbers. The policy must specify measures that limit access to social security numbers and processes and procedures that mitigate against the improper disclosure of social security numbers. The corporation shall:

(1) Provide the policy to any volunteer who has been requested to provide the volunteer's social security number to the nonprofit corporation; and

(2) Make the policy available in printed form, upon request.

Source: SL 2019, ch 197, § 1.
S.D. Codified Laws § 47-14A-96 — SD Code / Title 47 / Chapter 14A / Section 47-14A-96
Citation of chapter
Status: in_force

This chapter may be cited as the South Dakota Business Trust Act.

Source: SL 2001, ch 245, § 96.
S.D. Codified Laws § 47-13A-3 — SD Code / Title 47 / Chapter 13A / Section 47-13A-3
Certified copy of articles and amendments filed with Supreme Court clerk
Status: in_force

A copy certified by the secretary of state of the articles of incorporation of any corporation formed pursuant to this chapter shall be filed with the clerk of the Supreme Court of South Dakota, together with a certified copy of all amendments thereto.

Source: SL 1968, ch 10, § 2.
S.D. Codified Laws § 47-1A-1401 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1401
Dissolution by incorporators or initial directors
Status: in_force

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Office of the Secretary of State for filing articles of dissolution that set forth:

(1) The name of the corporation;

(2) The date of its incorporation;

(3) Either that none of the corporation's shares has been issued, or that the corporation has not commenced business;

(4) That no debt of the corporation remains unpaid;

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) That a majority of the incorporators or initial directors authorized the dissolution.

Source: SL 2005, ch 239, § 308.
S.D. Codified Laws § 47-9A-15 — SD Code / Title 47 / Chapter 9A / Section 47-9A-15
Qualifications of authorized small farm corporation
Status: in_force

As used in this chapter, unless the context otherwise plainly requires, "authorized farm corporation" means a corporation whose shareholders do not exceed ten in number, whose shareholders are all natural persons or estates, whose shares are all of one class, and whose revenues from rent, royalties, dividends, interest, and annuities do not exceed twenty percent of its gross receipts.

Source: SL 1974, ch 294, § 3 (2).
S.D. Codified Laws § 47-1A-950.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950.4
Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion
Status: in_force

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

Source: SL 2005, ch 239, § 219.
S.D. Codified Laws § 47-1A-955 — SD Code / Title 47 / Chapter 1A / Section 47-1A-955
Effect of entity conversion
Status: in_force

When a conversion under §§ 47-1A-950 to 47-1A-956 , inclusive, becomes effective:

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

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

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

(4) In the case of a surviving entity that is a filing entity, its articles of incorporation or public organic document and its private organic document become effective;

(5) In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective;

(6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights that they may have under the organic law of the converting entity; and

(7) The surviving entity is deemed to:

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

(b) Be the same corporation or unincorporated entity without interruption as the converting entity; and

(c) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.

Source: SL 2005, ch 239, § 230.
S.D. Codified Laws § 47-33-4 — SD Code / Title 47 / Chapter 33 / Section 47-33-4
Factors considered by board in discharging duties
Status: in_force

(1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation, the board and individual directors may, in addition to considering the effects of any such action on the shareholders, consider any of the following:

(a) The long - term as well as the short - term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation;

(b) The effects of the action on the corporation's employees, customers, creditors and suppliers of goods and services;

(c) The effects of the action upon any community in which an office or other facility of the corporation is located; and

(d) The economy of this state and the nation. The consideration of those factors shall not constitute a violation of the director's fiduciary duty to the corporation or its shareholders, including, without limiting the generality of the foregoing, a director's duty of loyalty.

(2) If on the basis of the factors described in subdivision (1), the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, it may reject a proposal or offer made to effect the change or potential change in the control of the corporation. If the board determines to reject any such proposal or offer, the board shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer. Without limiting the generality of the foregoing, in the event the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, the board shall have no obligation to redeem or to render inapplicable any rights or options described in § 47-33-5 .

Source: SL 1990, ch 369, § 104.
S.D. Codified Laws § 47-34A-910 — SD Code / Title 47 / Chapter 34A / Section 47-34A-910
Domestication
Status: in_force

(a) A foreign limited liability company may become a limited liability company pursuant to §§ 47-34A-911 to 47-34A-913 , inclusive, and a plan of domestication, if:

(1) The foreign limited liability company's governing statute authorizes the domestication;

(2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(3) The foreign limited liability company complies with its governing statute in effecting the domestication.

(b) A limited liability company may become a foreign limited liability company pursuant to §§ 47-34A-911 to 47-34A-913 , inclusive, and a plan of domestication, if:

(1) The foreign limited liability company's governing statute authorizes the domestication;

(2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

(3) The foreign limited liability company complies with its governing statute in effecting the domestication.

(c) A plan of domestication must be in a record and must include:

(1) The name of the domesticating company before domestication and the jurisdiction of its governing statute;

(2) The name of the domesticated company after domestication and the jurisdiction of its governing statute;

(3) The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and

(4) The organizational documents of the domesticated company that are, or are proposed to be, in a record.

Source: SL 2010, ch 218, § 11; SL 2013, ch 233, § 24.
S.D. Codified Laws § 47-11D-22 — SD Code / Title 47 / Chapter 11D / Section 47-11D-22
Pension, profit sharing, insurance, and welfare plans for employees--Restrictions
Status: in_force

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

Source: SL 1993, ch 337, § 22.
S.D. Codified Laws § 47-29-4 — SD Code / Title 47 / Chapter 29 / Section 47-29-4
Quorum of members--Proxies counted
Status: in_force

Five members of a cemetery corporation entitled to a vote under the provisions of § 47-29-3 shall constitute a quorum of the corporation to transact business of any kind including the election of officers, adoption, amendment, or repeal of bylaws, or amendment of articles of incorporation. Written proxies may be counted in making up the quorum.

Source: SDC 1939, § 11.1903; SL 1983, ch 329, § 1.
S.D. Codified Laws § 47-20-3 — SD Code / Title 47 / Chapter 20 / Section 47-20-3
Court order for production of books and records--Violation--Penalty
Status: in_force

In any proceedings, or upon petition for such purpose any court of record may, upon notice and after hearing at which proper cause is shown, and upon suitable terms, order any of the cooperative's books or records, and any other pertinent documents in its possession, or duly authenticated copies thereof, to be brought within this state. Such documents shall be kept at such place and for such time and purposes as the order designates. Any cooperative failing to comply with the order is subject to dissolution, and its directors and officers are liable for contempt of court.

Source: SDC 1939, § 11.1133 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-36 — SD Code / Title 47 / Chapter 14A / Section 47-14A-36
Death or incapacity of beneficial owner need not terminate business trust
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, the death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner may not result in the termination or dissolution of a business trust.

Source: SL 2001, ch 245, § 36.
S.D. Codified Laws § 47-11C-22 — SD Code / Title 47 / Chapter 11C / Section 47-11C-22
Pension and insurance plans for employees--Restrictions on terms
Status: in_force

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

Source: SL 1977, ch 384, § 22.
S.D. Codified Laws § 47-11F-18 — SD Code / Title 47 / Chapter 11F / Section 47-11F-18
Licensing boards to promulgate rules to implement chapter
Status: in_force

The licensing boards having jurisdiction over professional corporations authorized in chapters 47-11 , 47-11A , 47-11B , 47-11C , 47-11D , and 47-11E are authorized to promulgate rules pursuant to chapter 1-26 to implement the provisions of this chapter, including the following provisions:

(1) Definition of terms;

(2) Applications for registration and renewed registration as provided by §§ 47-11F-4 and 47-11F-5 ;

(3) Procedure for investigations as provided by §§ 47-11F-5 and 47-11F-15 ;

(4) Standards for hearings and summary suspension or revocation as provided by § 47-11F-9 ; and

(5) Interboard consultation and hearings as provided by §§ 47-11F-4 , 47-11F-5 , 47-11F-7 , 47-11F-9 , and 47-11F-15 .

Source: SL 2000, ch 219, § 18.
S.D. Codified Laws § 47-17-20 — SD Code / Title 47 / Chapter 17 / Section 47-17-20
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, § 39.
S.D. Codified Laws § 47-34A-1004 — SD Code / Title 47 / Chapter 34A / Section 47-34A-1004
Filing of certificate of authority
Status: in_force

Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees to the company or its representative.

Source: SL 1998, ch 272, § 1004; SL 2013, ch 233, § 33.
S.D. Codified Laws § 47-14A-42 — SD Code / Title 47 / Chapter 14A / Section 47-14A-42
Laws applicable to business trusts
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust or in this section, the laws of this state pertaining to trusts are hereby made applicable to business trusts. However, for purposes of any tax imposed by this state or any instrumentality, agency or political subdivision of this state a business trust shall be classified as a corporation, an association, a partnership, a trust, or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, as amended, or under any successor provision.

Source: SL 2001, ch 245, § 42.
S.D. Codified Laws § 47-14A-79 — SD Code / Title 47 / Chapter 14A / Section 47-14A-79
Power of business trust to acquire interest held by beneficial owner
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, a business trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the business trust held by a beneficial owner of the business trust. Except to the extent otherwise provided in the governing instrument of a business trust, any such interest so acquired by a business trust shall be deemed canceled.

Source: SL 2001, ch 245, § 79.
S.D. Codified Laws § 47-1A-1325.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1325.3
Payment for shares of amount offered in notice to specified shareholders
Status: in_force

Within forty days after sending the notice described in § 47-1A-1325.1 , the corporation must pay in cash the amount it offered to pay under subdivision 47-1A-1325.1 (2) to each shareholder described in subdivision 47-1A-1325.1 (5).

Source: SL 2005, ch 239, § 298.
S.D. Codified Laws § 47-33-19 — SD Code / Title 47 / Chapter 33 / Section 47-33-19
Conditions making §47-33-17inapplicable--Effect of corporation changes after acquisition date
Status: in_force

(1) Section 47-33-17 shall not apply to any business combination of a domestic public corporation:

(a) If the articles of the domestic public corporation provide that this article shall not be applicable to the domestic public corporation:

(i) By a provision included in the original articles expressly electing not to be subject to § 47-33-17 ; or

(ii) By an article amendment approved by the holders of two - thirds of its outstanding voting shares, excluding the voting shares of interested shareholders and their affiliates and associates, expressly electing not to be subject to § 47-33-17 , and the amendment provides that it is not to be effective until eighteen months after the vote of the shareholders and provides that it does not apply to any business combination of the domestic public corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment.

(b) If the business combination was consummated before, or if a binding agreement for the business combination was entered into before, February 21, 1990.

(c) With an interested shareholder which became an interested shareholder inadvertently, if such interested shareholder, (i) as soon as practicable, divests itself of a sufficient amount of the voting shares of such domestic public corporations so that it is no longer the beneficial owner, directly or indirectly, of ten percent or more of the outstanding voting shares of such domestic public corporation, and (ii) would not at any time within the three - year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition.

(d) With an interested shareholder who was an interested shareholder on February 21, 1990, and remains so continuously thereafter, unless subsequent to that date the interested shareholder increased its beneficial ownership of the outstanding voting shares of the domestic public corporation to a proportion in excess of the voting shares that the interested shareholder beneficially owned on February 21, 1990, excluding an increase approved by the board of the domestic public corporation before the increase occurred.

(e) With an interested shareholder who was an interested shareholder on February 21, 1990, and subsequent to that date inadvertently increased its beneficial ownership of the outstanding voting shares of the domestic public corporation to a proportion in excess of the proportion of voting shares that the interested shareholder beneficially owned immediately before that date, if the interested shareholder divests itself of a sufficient amount of voting shares so that the interested shareholder is no longer the beneficial owner of a proportion of the outstanding voting shares in excess of the proportion of the outstanding voting shares that the interested shareholder beneficially owned on February 21, 1990.

(2) If a corporation is a domestic public corporation as of the interested shareholder's share acquisition date, this chapter shall continue to apply to such corporation with respect to such interested shareholder and its affiliates and associates, regardless of any changes in the corporation which occur on or after that date which would otherwise result in the corporation ceasing to be a domestic public corporation, if such changes result, directly or indirectly, from action taken or proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise with, the interested shareholder or any affiliate or associate of the interested shareholder or from the transactions by which the person became an interested shareholder.

(3) In addition to domestic public corporations, §§ 47-33-17 to 47-33-19 , inclusive, shall apply to any business combination of other domestic corporations that meet the requirements of a domestic public corporation except that the corporation is not a publicly held corporation, if an express provision electing to be subject to §§ 47-33-17 to 47-33-19 , inclusive, is contained in the articles of such domestic corporation, in which event the term "domestic public corporation" as used in §§ 47-33-1 to 47-33-7 , inclusive, and §§ 47-33-17 to 47-33-19 , inclusive, shall be deemed to include such electing domestic corporation.

Source: SL 1990, ch 369, § 303.
S.D. Codified Laws § 47-14A-1 — SD Code / Title 47 / Chapter 14A / Section 47-14A-1
Definitions
Status: in_force

Terms used in this chapter mean:

(1) "Business trust," an unincorporated association which:

(a) Is created by a governing instrument under which property is or will be held, managed, administered, controlled, invested, reinvested, or operated, or business or professional activities for profit are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including a trust of the type known at common law as a business trust, or Massachusetts trust, or a trust qualifying as a real estate investment trust under § 856 et seq., of the United States Internal Revenue Code of 1986 (26 U.S.C. § 856 et seq.), as amended, or under any successor provision, or a trust qualifying as a real estate mortgage investment conduit under § 860D of the United States Internal Revenue Code of 1986 (26 U.S.C. § 860D), as amended, or under any successor provision; and

(b) Files a certificate of trust pursuant to § 47-14A-10 .

Any such association heretofore or hereafter organized shall be a business trust and a separate legal entity. A business trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, or for any of the purposes referred to in subsection (a) of this subdivision (including, without limitation, for the purpose of holding or otherwise taking title to property, whether in an active or custodial capacity);

(2) "Beneficial owner," any owner of a beneficial interest in a business trust, the fact of ownership to be determined and evidenced (whether by means of registration, the issuance of certificates or otherwise) in conformity to the applicable provisions of the governing instrument of the business trust;

(3) "Trustee," any person appointed as a trustee in accordance with the governing instrument of a business trust, and may include the beneficial owners or any of them;

(4) "Person," any natural person, partnership, limited partnership, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity;

(5) "Other business entity," any corporation, partnership (whether general or limited), limited liability company, common- law trust, foreign business trust, or any other unincorporated business, excluding a business trust;

(6) "Governing instrument," any instrument which creates a business trust provides for the governance of the affairs of the business trust and the conduct of its business. A governing instrument:

(a) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest) complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest;

(b) May consist of one or more agreements, instruments, or other writings and may include or incorporate bylaws containing provisions relating to the business of the business trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents, or employees; and

(c) May contain any provision that is not inconsistent with law or with the information contained in the certificate of trust;

(7) "Foreign business trust," any business trust formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction;

(8) "Independent trustee," solely with respect to a business trust that is registered as an investment company under the Investment Company Act of 1940, as amended (15 U.S.C. § 80a-1 et seq.), or any successor statute thereto (the 1940 Act), any trustee who is not an interested person of the business trust. However, the receipt of compensation for service as an independent trustee of the business trust and also for service as an independent trustee of one or more other investment companies managed by a single investment adviser (or an affiliated person of such investment adviser) does not affect the status of a trustee as an independent trustee under this chapter. An independent trustee shall be deemed to be independent and disinterested for all purposes. For purposes of this definition, the terms, affiliated person and interested person, have the meanings set forth in the 1940 Act or any rule adopted thereunder.

Source: SL 2001, ch 245, § 1.
S.D. Codified Laws § 47-22-8.1 — SD Code / Title 47 / Chapter 22 / Section 47-22-8.1
Use of same or similar name prohibited--Non-English name to be transliterated
Status: in_force

In order to protect the public against confusion between corporations or between corporations and limited partnerships, the name of any nonprofit corporation:

(1) May not be the same as or must be distinguishable upon the records of the secretary of state from the name of any other corporation, whether for profit or not for profit, organized under the laws of this state; or the name of any foreign corporation, whether for profit or not for profit, authorized to engage in any business in this state; or any corporate name reserved or registered as permitted by the laws of this state; or the name of any limited partnership certified or registered in this state. Corporate names or limited partnership names already in use, with generic, proper, geographical, or descriptive terms which have acquired a secondary meaning shall be protected. This subdivision does not apply if the applicant files with the secretary of state either:

(a) The written consent signed by the president or a vice - president and by the secretary or an assistant secretary of the other corporation; by a holder of a reserved or registered name; or by a general partner of a limited partnership to use the same or a distinguishable name;

(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state; or

(c) In the case of a foreign corporation if the corporate name is not available for use, a resolution of its board of directors adopting an assumed name for use in transacting business in this state, which assumed name is not deceptively similar to the name of any domestic corporation, any foreign corporation authorized to engage in any business in this state, or any corporate name reserved or registered as permitted by the laws of this state, or the name of any limited partnership certified or registered in this state, or any other assumed name filed with the secretary of state by a foreign corporation authorized to transact business in this state;

(2) Shall be transliterated into letters of the English alphabet, if it is not in English.

Source: SL 1989, ch 393, § 4; SL 1992, ch 323, § 1; SL 1998, ch. 272, § 1.
S.D. Codified Laws § 47-21-22 — SD Code / Title 47 / Chapter 21 / Section 47-21-22
Conversion of corporation into cooperative
Status: in_force

Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§ 47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with the same effect as if originally organized under this chapter.

Source: SL 1947, ch 33, § 20; SDC Supp 1960, § 11.2220.
S.D. Codified Laws § 47-15-8 — SD Code / Title 47 / Chapter 15 / Section 47-15-8
Amendment of articles--Majority vote required
Status: in_force

At any member meeting, a cooperative may adopt any amendment to its articles which is lawful under §§ 47-15-4 and 47-15-5 , if a statement of the proposed amendment was contained in the notice of the meeting.

An amendment is adopted if approved by a majority of any quorum of members voting thereon at the meeting.

Source: SDC 1939, § 11.1135 as enacted by SL 1965, ch 23, § 1; SL 1986, ch 387.
S.D. Codified Laws § 47-31B-105 — SD Code / Title 47 / Chapter 31B / Section 47-31B-105
Electronic records and signatures
Status: in_force

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. § 7003(b)). This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by a rule adopted or order issued under this chapter, in a manner consistent with Section 104(a) of that act (15 U.S.C. § 7004(a)).

Source: SL 2004, ch 278, § 5.
S.D. Codified Laws § 47-14A-86 — SD Code / Title 47 / Chapter 14A / Section 47-14A-86
Effective of date of conversion to business trust--Effective date of commencement of business
Status: in_force

Upon the filing in the Office of the Secretary of State of the certificate of conversion to business trust and the certificate of trust or upon the future effective date or time of the certificate of conversion to business trust and the certificate of trust, the other business entity shall be converted into a business trust and the business trust shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 47-14A-43 , the existence of the business trust shall be deemed to have commenced on the date the other business entity commenced its existence in the jurisdiction in which the other business entity was first formed or organized or otherwise came into being.

Source: SL 2001, ch 245, § 86.
S.D. Codified Laws § 47-22-67 — SD Code / Title 47 / Chapter 22 / Section 47-22-67
Powers of corporation--Cessation of activities
Status: in_force

Each corporation shall have power to cease its corporate activities and surrender its corporate franchise.

Source: SL 1965, ch 24, § 5 (16).
S.D. Codified Laws § 47-17-5 — SD Code / Title 47 / Chapter 17 / Section 47-17-5
Removal of directors
Status: in_force

Unless the bylaws of a cooperative provide otherwise, a director may be removed upon a majority vote of all members.

Source: SDC 1939, § 11.1123 (4) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-29-16 — SD Code / Title 47 / Chapter 29 / Section 47-29-16
Circuit court petition for confirmation--Contents of petition--Hearing--Notice of hearing--Method of notice--Including multiple tracts in petition
Status: in_force

Before making any sale or conveyance of the whole or any part of a tract described in § 47-29-15 , the cemetery corporation or association shall file with the circuit court for the county in which such corporation or association maintains a cemetery a petition for confirmation of the determination made under § 47-29-15 , which petition shall set forth the facts showing that such tract is eligible under said section for sale and conveyance. Such court shall thereupon by order appoint a time and place for hearing on such petition, which time shall be not less than thirty days from the date of filing such petition, and which order shall also contain a description of such tract, a statement as to the nature of the order sought by said petition, a reference to said petition on file with the clerk of said court for further particulars, and a statement that any person interested may appear at said hearing and be heard as to whether such petition is to be granted. Notice of such hearing shall be given by publication of such order in a legal newspaper published in said county once each week for three successive weeks prior to said hearing. Any number of such tracts, if meeting the requirements of § 47-29-15 , may be included in such a petition, whether or not such tracts are contiguous.

Source: SDC 1939, § 11.1906 as added by SL 1955, ch 16.
S.D. Codified Laws § 47-13-2 — SD Code / Title 47 / Chapter 13 / Section 47-13-2
Corporate name
Status: in_force

The corporate name shall end with the word "chartered," or, the word "limited," or the abbreviation "Ltd.," or the words "professional association," or the abbreviation "P.C." or "PC". Corporations that were utilizing the designation "P.A." on July 1, 1974, but no others, may continue to use that designation. The name of a limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L.C.", or "PLLC".

Source: SL 1964, ch 20, § 4; SL 1974, ch 295, § 1; SL 1993, ch 344, § 39T; SL 2020, ch 197, § 8.
S.D. Codified Laws § 47-11B-21.2 — SD Code / Title 47 / Chapter 11B / Section 47-11B-21.2
Amendment of articles of incorporation to be consistent with law
Status: in_force

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

Source: SL 2005, ch 240, § 2.
S.D. Codified Laws § 47-1A-120.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-120.2
Provision of filed document dependent on extrinsic fact but fact not ascertainable by reference or shareholders not noticed of fact--Article of amendment
Status: in_force

If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subsection 47-1A-120.1 (2)(a) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, the corporation shall file with the Office of the Secretary of State articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this section are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

Source: SL 2005, ch 239, § 4.
S.D. Codified Laws § 47-1A-1403.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1403.1
Dissolved corporation defined
Status: in_force

For purposes of §§ 47-1A-1401 to 47-1A-1409 , inclusive, the term, dissolved corporation, means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.

Source: SL 2005, ch 239, § 314.
S.D. Codified Laws § 47-14A-47 — SD Code / Title 47 / Chapter 14A / Section 47-14A-47
Certificate of correction or corrected certificate of trust to be filed to correct defective information--Contents--Effective date
Status: in_force

Whenever any certificate authorized to be filed with the Office of the Secretary of State under this section has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, such certificate may be corrected by filing with the Office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. In lieu of filing a certificate of correction, the certificate may be corrected by filing with the Office of the Secretary of State a corrected certificate which shall be executed and filed in accordance with this section. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. The corrected certificate shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the corrections, and as to those persons the corrected certificate shall be effective from the filing date.

Source: SL 2001, ch 245, § 47.
S.D. Codified Laws § 47-1A-1330.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1330.1
Venue
Status: in_force

The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or, if none in this state, in Hughes County. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Hughes County.

Source: SL 2005, ch 239, § 301; SL 2008, ch 275, § 38.
S.D. Codified Laws § 47-1A-725 — SD Code / Title 47 / Chapter 1A / Section 47-1A-725
Quorum and voting requirements for voting groups
Status: in_force

Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in this section is governed by § 47-1A-727 .

Source: SL 2005, ch 239, § 108.
S.D. Codified Laws § 47-1A-140 — SD Code / Title 47 / Chapter 1A / Section 47-1A-140
Chapter definitions
Status: in_force

Terms used in this chapter mean:

(1) "Articles of incorporation," the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the Office of the Secretary of State under any provision of this chapter except §§ 47-1A-1621.1 to 47-1A-1701 , inclusive. If an amendment of the articles or any other document filed under this chapter restates the articles in their entirety, from that time forward the articles do not include any prior documents;

(2) "Authorized shares," the shares of all classes a domestic or foreign corporation is authorized to issue;

(3) "Conspicuous," so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;

(4) "Corporation," "domestic corporation," or "domestic business corporation," any corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter;

(5) "Deliver," or "delivery," any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission;

(6) "Distribution," any direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise;

(7) "Domestic unincorporated entity," an unincorporated entity whose internal affairs are governed by the laws of this state;

(8) "Electronic transmission," or "electronically transmitted," any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;

(9) "Eligible entity," any domestic or foreign unincorporated entity;

(10) "Eligible interest," an interest or membership as defined in this section;

(11) "Employee," includes any officer but not a director. However, a director may accept duties that make the director also an employee;

(12) "Entity," includes domestic and foreign business corporation; estate; trust; domestic and foreign unincorporated entity; and state government, the United States government, and any foreign government;

(13) "Facts objectively ascertainable," outside of a filed document or plan as defined in §§ 47-1A-120.1 to 47-1A-120.3 , inclusive;

(14) "Filing entity," any unincorporated entity that is of a type that is created by filing a public organic document;

(15) "Foreign corporation," any corporation incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state;

(16) "Foreign nonprofit corporation," any corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state;

(17) "Foreign unincorporated entity," any unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state;

(18) "Governmental subdivision," includes authority, county, district, and municipality;

(19) "Individual," any natural person;

(20) "Interest," either or both of the following rights under the organic law of an unincorporated entity:

(a) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(b) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;

(21) "Interest holder," any person who holds of record an interest;

(22) "Membership," the rights of a member in a domestic or foreign nonprofit corporation;

(23) "Nonfiling entity," any unincorporated entity that is of a type that is not created by filing a public organic document;

(24) "Nonprofit corporation," or "domestic nonprofit corporation," any corporation incorporated under the laws of this state and subject to the provisions of chapters 47-22 to 47-28 , inclusive;

(25) "Organic document," any public organic document or a private organic document;

(26) "Organic law," the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity;

(27) "Owner liability," personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:

(a) Solely by reason of the person's status as a shareholder, member, or interest holder; or

(b) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity;

(28) "Person," includes an individual and an entity;

(29) "Principal office," the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located;

(30) "Private organic document," any document, other than the public organic document, if any, that determines the internal governance of an unincorporated entity. If a private organic document has been amended or restated, the term means the private organic document as last amended or restated;

(31) "Public organic document," the document, if any, that is filed of public record to create an unincorporated entity. If a public organic document has been amended or restated, the term means the public organic document as last amended or restated;

(32) "Proceeding," includes civil suit and criminal, administrative, and investigatory action;

(33) "Record date," the date established under §§ 47-1A-601 to 47-1A-603 , inclusive, or §§ 47-1A-701 to 47-1A-747 , inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed;

(34) "Secretary," the corporate officer to whom the board of directors has delegated responsibility under § 47-1A-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;

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

(36) "Shares," the units into which the proprietary interests in a corporation are divided;

(37) "Sign," or "signature," includes any manual, facsimile, conformed, or electronic signature;

(38) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States;

(39) "Subscriber," any person who subscribes for shares in a corporation, whether before or after incorporation;

(40) "Unincorporated entity," any organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and incorporated nonprofit association;

(41) "United States," includes district, authority, bureau, commission, department, and any other agency of the United States;

(42) "Voting group," all shares of one or more classes or series that, under the articles of incorporation or this chapter, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group;

(43) "Voting power," the current power to vote in the election of directors.

Source: SL 2005, ch 239, § 19.
S.D. Codified Laws § 47-26-32 — SD Code / Title 47 / Chapter 26 / Section 47-26-32
Capacity of receiver to sue and be sued--Jurisdiction of court
Status: in_force

A receiver of a corporation appointed under the provisions of § 47-26-28 or 47-26-29 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated.

Source: SL 1965, ch 24, § 57.
S.D. Codified Laws § 47-10-2 — SD Code / Title 47 / Chapter 10 / Section 47-10-2
Powers of corporations
Status: in_force

In furtherance of the purposes set forth in § 47-10-1 and in addition to the powers conferred by the general laws relating to business corporations, any business development credit corporation shall, subject to the restrictions and limitations contained in this chapter, have the powers set forth in §§ 47-10-3 to 47-10-8 , inclusive.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002.
S.D. Codified Laws § 47-15-44 — SD Code / Title 47 / Chapter 15 / Section 47-15-44
Cooperatives governed by chapter--Preexisting cooperatives
Status: in_force

All foreign and domestic cooperatives are governed by the provisions of chapters 47-15 to 47-20 , inclusive, except that application of said chapters to cooperative corporations existing before March 18, 1965, does not affect property rights of stockholders or members in such cooperatives which were accrued or established on March 18, 1965, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before March 18, 1965.

Source: SDC 1939, § 11.1156 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-25A-11 — SD Code / Title 47 / Chapter 25A / Section 47-25A-11
Effect of for-profit conversion--Liability of member of domestic nonprofit corporation that converts to domestic business corporation
Status: in_force

(a) Except as otherwise prohibited by law, when a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation becomes effective:

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

(2) The liabilities of the corporation remain the liabilities of the corporation;

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

(4) The articles of incorporation of the domestic or foreign business corporation become effective;

(5) The memberships of the corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the plan of conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion; and

(6) The corporation is deemed to:

(i) Be a domestic or foreign business corporation for all purposes; and

(ii) Be the same corporation without interruption as the nonprofit corporation.

(b) The personal liability of a member in a domestic nonprofit corporation that converts to a domestic business corporation is as follows:

(1) The conversion does not discharge any personal liability of the member as a member of the nonprofit corporation to the extent any such personal liability arose before the effective time of the articles of for-profit conversion;

(2) The member does not have personal liability for any debt, obligation, or liability of the business corporation that arises after the effective time of the articles of for-profit conversion;

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

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

(c) A member who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the business corporation has personal liability only for those debts, obligations, or liabilities of the business corporation that arise after the effective time of the articles of for-profit conversion.

Source: SL 2016, ch 221, § 26.
S.D. Codified Laws § 47-1A-861.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-861.1
Judicial action--Director's conflicting interest transaction
Status: in_force

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 the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:

(1) Directors' action respecting the transaction was at any time taken in compliance with §§ 47-1A-862 to 47-1A-862.3 , inclusive;

(2) Shareholders' action respecting the transaction was at any time taken in compliance with §§ 47-1A-863 to 47-1A-863.3 , inclusive; or

(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

Source: SL 2005, ch 239, § 185.
S.D. Codified Laws § 47-31B-504 — SD Code / Title 47 / Chapter 31B / Section 47-31B-504
Filing of sales and advertising literature
Status: in_force

(a) Filing requirement. Except as otherwise provided in subsection (b), a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this chapter.

(b) Excluded communications. This section does not apply to sales and advertising literature specified in subsection (a) which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by § 47-31B-201 , 47-31B-202 , or 47-31B-203 except as required pursuant to § 47-31B-201(7).

Source: SL 2004, ch 278, § 32.
S.D. Codified Laws § 47-1A-729 — SD Code / Title 47 / Chapter 1A / Section 47-1A-729
Inspectors of election
Status: in_force

A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting;

(3) Determine the validity of proxies and ballots;

(4) Count all votes; and

(5) Determine the result.

An inspector may be an officer or employee of the corporation.

Source: SL 2005, ch 239, § 112.
S.D. Codified Laws § 47-31B-503 — SD Code / Title 47 / Chapter 31B / Section 47-31B-503
Evidentiary burden
Status: in_force

(a) Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.

(b) Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.

Source: SL 2004, ch 278, § 31.
S.D. Codified Laws § 47-11E-3 — SD Code / Title 47 / Chapter 11E / Section 47-11E-3
Powers and privileges
Status: in_force

A corporation formed pursuant to § 47-11E-1 may exercise the powers and privileges conferred upon corporations by the laws of the State of South Dakota only in furtherance of and subject to its corporate purpose.

Source: SL 1996, ch 228, § 3.
S.D. Codified Laws § 47-25-1 — SD Code / Title 47 / Chapter 25 / Section 47-25-1
Merger of corporations--Plan of merger--Contents of plan
Status: in_force

Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.

Each corporation shall adopt a plan of merger setting forth:

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

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

(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger;

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

Source: SL 1965, ch 24, § 40.
S.D. Codified Laws § 47-1A-1604.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1604.2
Court-ordered inspection--Order to pays costs--Restrictions on use or distribution of records
Status: in_force

If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

If the court orders inspection and copying of the records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

Source: SL 2005, ch 239, § 380.
S.D. Codified Laws § 47-22-1 — SD Code / Title 47 / Chapter 22 / Section 47-22-1
Definitions
Status: in_force

As used in chapters 47-22 to 47-28 , inclusive, unless the context otherwise requires, the term:

(1) "Articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger.

(2) "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated.

(3) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(4) "Corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of chapters 47-22 to 47-28 , inclusive, except a foreign corporation.

(5) "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state.

(6) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.

(7) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws and may include municipal corporations of this state or other states;

(8) "Nonprofit corporation" means a corporation no part of the income or profit of which is distributable to its members, directors or officers.

Source: SL 1965, ch 24, § 2; SL 2001, ch 247, § 1.
S.D. Codified Laws § 47-23-26 — SD Code / Title 47 / Chapter 23 / Section 47-23-26
Notice to members or directors--Written waiver
Status: in_force

Whenever any notice is required to be given to any member or director of a corporation under the provisions of chapters 47-22 to 47-28 , inclusive, or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Source: SL 1965, ch 24, § 96.
S.D. Codified Laws § 47-29-12 — SD Code / Title 47 / Chapter 29 / Section 47-29-12
Additional holdings of real property--Sale of additional holdings
Status: in_force

Any cemetery corporation shall also have power to acquire any real property other than real property specified in § 47-29-11 , if such acquirement is by gift, by devise under a will, or by purchase at foreclosure sale of any such real property on which such corporation holds a lien. Any such real property heretofore so acquired by such corporation may continue to be owned and held by such corporation. Any such real property so acquired and outside the boundaries of other real estate acquired for cemetery purposes may be sold and conveyed by such corporation, the same as with reference to real property owned and held by other corporations.

Source: SDC 1939, § 11.1906 as added by SL 1955, ch 16.
S.D. Codified Laws § 47-21-72 — SD Code / Title 47 / Chapter 21 / Section 47-21-72
Requirement that cooperative be nonprofit--Disposition of revenues
Status: in_force

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with consumers shall contain provisions relative to the disposition of revenues and receipts necessary and appropriate to establish and maintain its nonprofit and cooperative character. In addition to provisions of the bylaws relative to the disposition of revenues and receipts, the board of directors of the cooperative before allocating and crediting margins to its patrons may, by resolution, provide for the adoption of margin stabilization plans, revenue, or expense deferral plans or other plans that provide for the retention of revenues and receipts in excess of those needed to meet current losses and expenses. Reasonable reserves may be created by the cooperative for payment of the incremental cost of electric power and energy purchased by the cooperative for resale to its patrons.

Source: SL 1947, ch 33, § 23; SDC Supp 1960, § 11.2223; SL 1992, ch 322, § 1.
S.D. Codified Laws § 47-27-6 — SD Code / Title 47 / Chapter 27 / Section 47-27-6
Certificate as conferring no greater rights than those enjoyed by local corporations
Status: in_force

A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as otherwise provided in chapters 47-22 to 47-28 , inclusive, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.

Source: SL 1965, ch 24, § 66.
S.D. Codified Laws § 47-1A-1407.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1407.2
Enforcement of claims against dissolved corporations
Status: in_force

A claim that is not barred by § 47-1A-1406 or 47-1A-1407.1 may be enforced:

(1) Against the dissolved corporation, to the extent of its undistributed assets; or

(2) Except as provided in § 47-1A-1408.1 , if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.

Source: SL 2005, ch 239, § 323.
S.D. Codified Laws § 47-18-6 — SD Code / Title 47 / Chapter 18 / Section 47-18-6
Division of cooperative--Plan of division--Approval of plan
Status: in_force

Any cooperative may divide itself into two or more cooperatives under this chapter. A written plan of division shall be prepared by the board of directors or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the proposed effect thereof on all members and stockholders of the cooperative. The plan shall also contain the articles of each new cooperative being formed and any amendments to the articles of the remaining cooperative.

Source: SDC 1939, § 11.1141 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-34A-812 — SD Code / Title 47 / Chapter 34A / Section 47-34A-812
Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall serve the company with a record that explains the reason or reasons for denial.

(b) The company may appeal the denial of reinstatement to the state circuit court within thirty days after service of the notice of denial is perfected. The company 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 company's application for reinstatement, and the secretary of state's notice of denial.

(c) The court may summarily order the secretary of state to reinstate the dissolved company or may take other action the court considers appropriate.

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

Source: SL 1998, ch 272, § 812.
S.D. Codified Laws § 47-1A-1605 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1605
Inspection of records by directors
Status: in_force

A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

Source: SL 2005, ch 239, § 381.
S.D. Codified Laws § 47-25-7 — SD Code / Title 47 / Chapter 25 / Section 47-25-7
Two-thirds vote required for approval
Status: in_force

The proposed plan shall be adopted upon receiving at least two - thirds of the votes entitled to be cast by members present or represented by proxy at each meeting pursuant to § 47-25-6 .

Source: SL 1965, ch 24, § 42 (1).
S.D. Codified Laws § 47-10-10 — SD Code / Title 47 / Chapter 10 / Section 47-10-10
Incorporators
Status: in_force

Five or more natural persons of the age of twenty - one years or more, may act as incorporators by signing, acknowledging, filing, and recording articles of incorporation for a business development credit corporation.

Source: SL 1957, ch 314, § 1; SDC Supp 1960, § 55.6001.
S.D. Codified Laws § 47-29-3 — SD Code / Title 47 / Chapter 29 / Section 47-29-3
Cemetery lot owners as members of corporation--Vote--Jointly owned lots--Proxy voting
Status: in_force

The owner or owners or proprietors of a lot or lots in any cemetery, and none other, shall by virtue of such ownership or proprietorship of any such lot be members of the cemetery corporation and entitled to one vote only for each such person owning a lot or lots in said cemetery. If there be more than one proprietor of a single lot then such one of said proprietors as the majority of the proprietors of such lot may designate shall cast the vote for same. Written proxy shall entitle a member to vote for another in addition to his own vote.

Source: SDC 1939, § 11.1903.
S.D. Codified Laws § 47-9A-4 — SD Code / Title 47 / Chapter 9A / Section 47-9A-4
Banks and trust companies exempt--Purchase of agricultural land through pooled investment fund excepted
Status: in_force

Any national or state chartered bank, or trust company, authorized to do business in this state shall be exempt from the provisions of this chapter; provided, however, that no national or state bank or trust company shall purchase agricultural lands in South Dakota through a pooled investment fund formed from assets from retirement, pension, profit sharing, stock bonds or other trusts.

Source: SL 1974, ch 294, § 9; SL 1977, ch 383.
S.D. Codified Laws § 47-27-13 — SD Code / Title 47 / Chapter 27 / Section 47-27-13
Failure to obtain certificate as not barring defense to action within state
Status: in_force

The failure of a foreign corporation to obtain a certificate of authority to do or engage in any business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state.

Source: SL 1965, ch 24, § 82.
S.D. Codified Laws § 47-33-18 — SD Code / Title 47 / Chapter 33 / Section 47-33-18
Required conditions for business combination--Aggregate amount of cash and marked value--Consideration--Beneficial owners
Status: in_force

A business combination conforming to subsection 47-33-17(2)(a) and subdivision 47-33-17(4) shall also meet all of the following conditions:

(1) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of such domestic public corporation in the business combination is at least equal to the higher of the following:

(a) The highest per share price, including any brokerage commissions, transfer taxes and soliciting dealer's fees, paid by the interested shareholder for any common shares of the same class or series acquired by it: (i) within the three - year period immediately prior to the announcement date with respect to such business combination, or (ii) within the three - year period immediately prior to, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per - share acquisition price was paid through the consummation date at the rate for one year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since such earliest date, up to the amount of the interest.

(b) The market value per common share on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one - year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since such date, up to the amount of the interest.

(2) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the corporation is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired any shares of such class or series of shares:

(a) The highest per - share price, including any brokerage commissions, transfer taxes and soliciting dealer's fees, paid by the interested shareholder for any shares of such class or series of shares acquired by it: (i) within the three - year period immediately prior to the announcement date with respect to the business combination, or (ii) within the three - year period immediately prior to, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per - share acquisition price was paid through the consummation date at the rate for one - year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series of shares since such earliest date, up to the amount of the interest.

(b) The highest preferential amount per share to which the holders of shares of such class or series of shares are entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of shares, unless the aggregate amount of the dividends is included in such preferential amount.

(c) The market value per share of such class or series of shares on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one - year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of such class or series of shares since such date, up to the amount of the interest.

(3) The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of such class or series of shares previously acquired by it, and the consideration shall be distributed promptly.

(4) The holders of all outstanding shares of the corporation not beneficially owned by the interested shareholder immediately prior to the consummation of the business combination are entitled to receive in the business combination cash or other consideration for such shares in compliance with subsections (1), (2), and (3) of this section.

(5) After the interested shareholder's share acquisition date and prior to the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional voting shares of such corporation except:

(a) As part of the transaction which resulted in such interested shareholder becoming an interested shareholder;

(b) By virtue of proportionate splits of shares, share dividends, or other distributions of shares in respect of shares not constituting a business combination;

(c) Through a business combination meeting all of the conditions of subsection 47-33-17(1), (2), (3), or (4);

(d) Through purchase by the interested shareholder at any price which, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of such purchase, would have satisfied the requirements of subsection (1), (2), and (3) of this section; or

(e) Through purchase required by and pursuant to the provisions of, and at no less than the fair value including interest to the date of payment as determined by the court under § 47-33-15 relating to valuation procedures or, if such fair value was not then so determined, then at a price that would satisfy the conditions in subparagraph (d) of this subsection.

Source: SL 1990, ch 369, § 302.
S.D. Codified Laws § 47-13B-3 — SD Code / Title 47 / Chapter 13B / Section 47-13B-3
Powers exercised only for authorized purpose--Incompatible services prohibited
Status: in_force

The corporation may exercise the powers and privileges conferred upon corporations by the laws of the State of South Dakota only in furtherance of and subject to its corporate purpose, the practice of accountancy in the State of South Dakota, and shall not provide services that are incompatible with the practice of public accountancy.

Source: SL 1971, ch 260, § 1 (3).