S.D. Codified Laws § 47-27-4 — SD Code / Title 47 / Chapter 27 / Section 47-27-4
Issuance of certificate of authority--Authority conferred by certificate
Status: in_force

Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in this chapter.

Source: SL 1965, ch 24, § 71.
S.D. Codified Laws § 47-1A-1201 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1201
Disposition of assets not requiring shareholder approval
Status: in_force

No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:

(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;

(2) To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;

(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or

(4) To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.

Source: SL 2005, ch 239, § 272.
S.D. Codified Laws § 47-1A-842.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-842.1
Reliance on performance of or information supplied by specified persons authorized in discharge of duties
Status: in_force

In discharging those duties, an officer, who does not have knowledge that makes reliance unwarranted, is entitled to rely on:

(1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or

(2) Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.

Source: SL 2005, ch 239, § 167.
S.D. Codified Laws § 47-14B-7 — SD Code / Title 47 / Chapter 14B / Section 47-14B-7
Change of address of registered office of foreign business trust
Status: in_force

A registered agent may change the address of the registered office of the foreign business trust for which he or she is registered agent to another address in the state by paying a fee as set forth in § 47-14B-22 and filing with the secretary of state a certificate, executed by such registered agent, setting forth the names of all the foreign business trusts represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign business trusts, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the foreign business trusts recited in the certificate. Upon the filing of such certificate, the secretary of state shall furnish to the registered agent a certified copy of the same under the secretary of state's hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the state of each of the foreign business trusts recited in the certificate shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a foreign business trust, such registered agent shall file with the secretary of state a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, the names of all the foreign business trusts represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign business trusts, and shall pay a fee as set forth in § 47-14B-22 . Upon the filing of such certificate, the secretary of state shall furnish to the registered agent a certified copy of the same under the secretary of state's hand and seal of office. Filing a certificate under this section shall be deemed to be an amendment of the application of each foreign business trust affected thereby and each foreign business trust need not take any further action with respect thereto, to amend its application under § 47-14B-10 . Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each foreign business trust affected thereby.

Source: SL 2001, ch 245, § 103.
S.D. Codified Laws § 47-15-46 — SD Code / Title 47 / Chapter 15 / Section 47-15-46
Duration of existence of preexisting cooperatives
Status: in_force

Cooperatives organized prior to July 1, 1965 under the provisions of chapter 4.16 or 11.10 or 11.11 of the South Dakota Code of 1939 or amendments thereof are granted perpetual existence irrespective of the period of existence set forth in the articles of incorporation. Any such cooperative may nevertheless amend its articles to provide for a limited period of existence.

Source: SDC 1939, § 11.1105 (2) as enacted by SL 1965, ch 23, § 1; SL 1966, ch 16, § 1.
S.D. Codified Laws § 47-1A-854 — SD Code / Title 47 / Chapter 1A / Section 47-1A-854
Court-ordered indemnification and advance for expenses
Status: in_force

A director who is a party to a proceeding by reason of being a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under § 47-1A-852 ;

(2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 47-1A-858 ; or

(3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to:

(a) Indemnify the director, or

(b) Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in § 47-1A-851 , failed to comply with §§ 47-1A-853 and 47-1A-853.1 , or was adjudged liable in a proceeding referred to in subdivision 47-1A-851.1 (1) or (2), but if the director was adjudged so liable the indemnification is limited to reasonable expenses incurred in connection with the proceeding.

If the court determines that the director is entitled to indemnification under subdivision (1) or to indemnification or advance for expenses under subdivision (2), the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3), the court may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.

Source: SL 2005, ch 239, § 177.
S.D. Codified Laws § 47-11A-19 — SD Code / Title 47 / Chapter 11A / Section 47-11A-19
Individual professional obligations unimpaired--Individual subject to discipline
Status: in_force

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

Source: SL 1970, ch 258, § 2.
S.D. Codified Laws § 47-34A-202.1 — SD Code / Title 47 / Chapter 34A / Section 47-34A-202.1
Organization
Status: in_force

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing.

(b) Unless a delayed effective date is specified in accordance with § 47-34A-206(d), the existence of a limited liability company begins when the articles of organization are filed.

(c) The original articles of organization shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of organization conform to law, the secretary of state shall, when all fees have been paid as prescribed:

(1) Endorse the original with the word, Filed, and the month, date, and year of the filing;

(2) File the original;

(3) Issue a certificate of organization and affix to the certificate, the exact or conforming copy.

The certificate of organization, together with the exact or conforming copy of the articles of organization affixed to it by the secretary of state, shall be returned to the principal office of the limited liability company or to its representative.

Source: SL 1998, ch 272, § 202.1; SL 2005, ch 241, § 1; SL 2012, ch 222, § 14.
S.D. Codified Laws § 47-11-1 — SD Code / Title 47 / Chapter 11 / Section 47-11-1
Medical corporations authorized--Formation and purposes--Number of stockholders, directors, and officers
Status: in_force

One or more persons licensed pursuant to chapter 36-4 , hereinafter referred to as the Medical Practice Act, may associate to form a corporation pursuant to the provisions of law pertaining to private corporations to own, operate, and maintain an establishment for the study, diagnosis, and treatment of human ailments and injuries, whether physical or mental, and to promote medical, surgical, and scientific research and knowledge; and for any other purpose incident or necessary thereto; provided medical or surgical treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Medical Practice Act. In any corporation formed under this chapter one or more persons may act as the sole stockholders, directors, or officers of such corporation.

Persons licensed pursuant to the Medical Practice Act and corporations formed under chapter 47-11 , or any combination thereof, may form a limited liability company to own, operate, and maintain an establishment for the study, diagnosis, and treatment of human ailments and injuries, whether physical or mental, and to promote medical, surgical, and scientific research and knowledge; and for any other purpose incident thereto; provided medical or surgical treatment, consultation, or advice may be given by employees of the limited liability company only if they are licensed pursuant to the Medical Practice Act.

Source: SL 1961, ch 29, § 2; SL 1971, ch 258; SL 1993, ch 344, § 39A; SL 1995, ch 255.
S.D. Codified Laws § 47-1A-863 — SD Code / Title 47 / Chapter 1A / Section 47-1A-863
Shareholders' action respecting transaction--Effectiveness
Status: in_force

Shareholders' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1 (2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:

(1) Notice to shareholders describing the director's conflicting interest transaction;

(2) Provision of the information referred to in § 47-1A-863.2 ; and

(3) Required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.

For purposes of this section, the term, qualified shares, means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.

Source: SL 2005, ch 239, § 190.
S.D. Codified Laws § 47-30-5 — SD Code / Title 47 / Chapter 30 / Section 47-30-5
Fraudulent corporate insolvency--Participating directors--Misdemeanor
Status: in_force

Every insolvency of a corporation is deemed fraudulent unless its affairs appear, upon investigation, to have been administered fairly and legally, and generally with the same care and diligence that agents receiving a compensation for their services are bound by law to observe. In every case of a fraudulent insolvency of a corporation, every director thereof who participated in such fraud, if no other punishment is prescribed therefor, is guilty of a Class 2 misdemeanor.

Source: SDC 1939, § 13.4314; SL 1983, ch 15, § 50.
S.D. Codified Laws § 47-23-32 — SD Code / Title 47 / Chapter 23 / Section 47-23-32
Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt
Status: in_force

To the extent that any volunteer, nonprofit corporation, nonprofit organization, governmental entity, or hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 participates in a risk sharing pool or purchases liability insurance and to the extent that coverage is afforded thereunder, the immunity provided by § 47-23-29 is deemed to have been waived and may not be raised by way of affirmative defense. This section does not apply to a volunteer serving as a director, officer, or trustee.

Source: SL 1987, ch 344, § 5.
S.D. Codified Laws § 47-1A-722 — SD Code / Title 47 / Chapter 1A / Section 47-1A-722
Voting shares in person or by proxy--Appointment of proxy
Status: in_force

A shareholder may vote the shareholder's shares in person or by proxy. Any shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission shall contain or shall be accompanied by information from which one can determine that the shareholder or the shareholder's agent or attorney-in-fact authorized the transmission.

Source: SL 2005, ch 239, § 99.
S.D. Codified Laws § 47-21-68 — SD Code / Title 47 / Chapter 21 / Section 47-21-68
Powers of cooperative--Joining other cooperatives
Status: in_force

A cooperative may become a member of other cooperatives, corporations, or organizations engaged in the purposes as set forth in § 47-21-2 , and may own stock therein.

Source: SL 1947, ch 33, § 4; SDC Supp 1960, § 11.2204 (10); SL 1989, ch 392, § 2; SL 1994, ch 349, § 4.
S.D. Codified Laws § 47-11C-3 — SD Code / Title 47 / Chapter 11C / Section 47-11C-3
Podiatric license required for officers, directors, and shareholders
Status: in_force

All of the officers, directors, and shareholders of a corporation created by this chapter shall at times be persons registered pursuant to the provisions of chapter 36-8 . No person who is not so licensed shall have any part in the ownership or control of such corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so registered.

Source: SL 1977, ch 384, § 3.
S.D. Codified Laws § 47-16-1 — SD Code / Title 47 / Chapter 16 / Section 47-16-1
Classes of members--Provisions in bylaws
Status: in_force

A cooperative may have one or more classes of members. Provisions for qualifications, requirements, method of acceptance, terms, conditions, termination, and other incidents of membership shall be set forth in the bylaws. Any person, including a partnership, a firm, an unincorporated association, a cooperative, a corporation, or a body politic, may become a member in accordance with the bylaws.

Source: SDC 1939, § 11.1113 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1324 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1324
Payment for shares
Status: in_force

Except as provided in §§ 47-1A-1325 to 47-1A-1325.3 , inclusive, within thirty days after the form required by subsection 47-1A-1322.1 (2)(b) is due, the corporation shall pay in cash to those shareholders who complied with § 47-1A-1323 the amount the corporation estimates to be the fair value of their shares, plus interest.

The payment to each shareholder pursuant to this section must be accompanied by:

(1) Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to subsection 47-1A-1322.1 (2)(c);

(3) A statement that shareholders described in this section have the right to demand further payment under § 47-1A-1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.

Source: SL 2005, ch 239, § 294.
S.D. Codified Laws § 47-33-12 — SD Code / Title 47 / Chapter 33 / Section 47-33-12
Voting rights of shares acquired in control share acquisition
Status: in_force

(1) Shares referred to in § 47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual meeting of shareholders pursuant to § 47-33-10 .

(2) The resolution of shareholders must be approved by:

(a) The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote including all shares held by the acquiring person; and

(b) The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote excluding all interested shares.

A class or series of shares of the domestic public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles, entitle the class or series to vote separately as a class or series.

(3) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated prior to the time of the shareholder approval must be consummated within one hundred eighty days after the shareholder approval.

(4) Any shares referred to in § 47-33-8 acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights upon transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this article.

Source: SL 1990, ch 369, § 205.
S.D. Codified Laws § 47-10-14 — SD Code / Title 47 / Chapter 10 / Section 47-10-14
Persons authorized to hold common stock
Status: in_force

At least a majority of the common stock of a business development credit corporation shall at all times be held by residents of this state or by persons, firms, or corporations engaged in doing business therein. Common stock shall at all times be held by stockholder members who have their residences or principal places of business in not less than fifteen counties in this state.

Source: SL 1957, ch 314, § 3; SDC Supp 1960, § 55.6003.
S.D. Codified Laws § 47-22-16 — SD Code / Title 47 / Chapter 22 / Section 47-22-16
Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required
Status: in_force

If the members are entitled to vote on an amendment to the articles of incorporation, the board of directors or the members shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the members adopt a resolution setting forth a proposed amendment, written notice shall also be provided to the board of directors. The proposed amendment shall be adopted upon receiving at least a majority of the vote entitled to be cast by members present or represented by proxy at any meeting of the members.

Source: SL 1965, ch 24, § 36 (1); SL 2000, ch 221, § 1.
S.D. Codified Laws § 47-25A-1 — SD Code / Title 47 / Chapter 25A / Section 47-25A-1
Definitions
Status: in_force

Terms used in this chapter, mean:

(1) "Conversion," a transaction authorized by §§ 47-25A-8 to 47-25A-22 , inclusive;

(2) "Converting corporation," the domestic or foreign nonprofit or business corporation that approves a conversion pursuant to §§ 47-25A-8 to 47-25A-22 , inclusive, or the applicable laws of the foreign jurisdiction;

(3) "Converting entity," the domestic or foreign entity that approves a conversion pursuant to §§ 47-25A-8 to 47-25A-22 , inclusive;

(4) "Domesticated corporation," the domesticating corporation as it continues in existence after a domestication;

(5) "Domesticating corporation," the domestic nonprofit corporation that adopts a plan of domestication pursuant to §§ 47-25A-3 to 47-25A-7 , inclusive, or the foreign nonprofit corporation that approves a domestication pursuant to the applicable laws of the foreign jurisdiction;

(6) "Domestication," a transaction authorized by §§ 47-25A-3 to 47-25A-7 , inclusive;

(7) "Surviving corporation," the corporation as it continues in existence immediately after consummation of a for-profit conversion pursuant to §§ 47-25A-3 to 47-25A-22 , inclusive;

(8) "Surviving entity," the unincorporated entity as it continues in existence immediately after consummation of an entity conversion pursuant to §§ 47-25A-3 to 47-25A-22 , inclusive.

Source: SL 2016, ch 221, § 16.
S.D. Codified Laws § 47-1A-640 — SD Code / Title 47 / Chapter 1A / Section 47-1A-640
Distributions to shareholders authorized--Distribution entitlement date
Status: in_force

A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in § 47-1A-640.1 . If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

Source: SL 2005, ch 239, § 80.
S.D. Codified Laws § 47-21-33 — SD Code / Title 47 / Chapter 21 / Section 47-21-33
Liabilities after consolidation or merger--Preexisting claims--Substitution of parties
Status: in_force

The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place.

Source: SL 1947, ch 33, § 19; SDC Supp 1960, § 11.2219 (3).
S.D. Codified Laws § 47-14A-21 — SD Code / Title 47 / Chapter 14A / Section 47-14A-21
Beneficial owner entitled to distribution becomes creditor of business trust
Status: in_force

Except to the extent otherwise provided in the governing instrument of a business trust, at the time a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the business trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a business trust.

Source: SL 2001, ch 245, § 21.
S.D. Codified Laws § 47-21-4 — SD Code / Title 47 / Chapter 21 / Section 47-21-4
Exclusive use of particular words
Status: in_force

Only a cooperative or corporation doing business in this state pursuant to this chapter shall use both the words "electric" and "cooperative" in its name.

Source: SL 1947, ch 33, § 5; SDC Supp 1960, § 11.2205.
S.D. Codified Laws § 47-31B-203 — SD Code / Title 47 / Chapter 31B / Section 47-31B-203
Additional exemptions and waivers
Status: in_force

A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of §§ 47-31B-301 through 47-31B-306 and 47-31B-504 ; and an order under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under §§ 47-31B-201 and 47-31B-202 . A filing required by rules adopted pursuant to this section shall include a fee of two hundred dollars, unless a fee is otherwise identified in this chapter.

Source: SL 2004, ch 278, § 8.
S.D. Codified Laws § 47-13A-4 — SD Code / Title 47 / Chapter 13A / Section 47-13A-4
List of shareholders and employees filed with Supreme Court clerk
Status: in_force

At the time of filing the original articles with the clerk of the Supreme Court, the corporation shall file with him a written list of shareholders setting forth the names and addresses of each and a written list containing the names and addresses of all persons who are not shareholders who are employed by the corporation and who are authorized to practice law in South Dakota. Within ten days after any change in such shareholders or employees, a written list setting forth the information required by the preceding sentence shall be filed with the said clerk.

Source: SL 1968, ch 10, § 2.
S.D. Codified Laws § 47-22-61 — SD Code / Title 47 / Chapter 22 / Section 47-22-61
Powers of corporation--Extraterritorial operations
Status: in_force

Each corporation shall have power to conduct its affairs, carry on its operations, and have offices and exercise the powers granted by chapters 47-22 to 47-28 , inclusive, in any state, territory, district, or possession of the United States, or in any foreign country.

Source: SL 1965, ch 24, § 5 (10).
S.D. Codified Laws § 47-21-28 — SD Code / Title 47 / Chapter 21 / Section 47-21-28
Merging cooperatives
Status: in_force

Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the requirements of §§ 47-21-29 and 47-21-30 .

Source: SL 1947, ch 33, § 18; SDC Supp 1960, § 11.2218.
S.D. Codified Laws § 47-1A-1009 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1009
Effect of amendment
Status: in_force

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

Source: SL 2005, ch 239, § 245.
S.D. Codified Laws § 47-17-8 — SD Code / Title 47 / Chapter 17 / Section 47-17-8
Board meetings
Status: in_force

The board of directors of a cooperative shall provide that board meetings are held upon such notice as is prescribed in the bylaws.

Unless the articles of incorporation or bylaws provide otherwise, a member of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by any means of communication through which the member, delegate, or alternate may communicate and vote at the meeting. Participation by such means of communication constitutes presence or attendance at the meeting.

Source: SDC 1939, § 11.1124 (1) as enacted by SL 1965, ch 23, § 1; SL 1997, ch 257, § 1; SL 2021, ch 194, § 7.
S.D. Codified Laws § 47-11C-13 — SD Code / Title 47 / Chapter 11C / Section 47-11C-13
Annual renewal of certificate--Conditions
Status: in_force

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

Source: SL 1977, ch 384, § 13.
S.D. Codified Laws § 47-11B-6 — SD Code / Title 47 / Chapter 11B / Section 47-11B-6
Professional services limited to licensed agents
Status: in_force

A corporation formed pursuant to this chapter may render professional services only through its officers, employees, and agents who are duly registered to render such professional services under the provisions of chapter 36-7 ; provided, however, this section shall not be interpreted to include in the term "employee," as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not considered by law to be rendering professional services to the public.

Source: SL 1972, ch 249, § 6.
S.D. Codified Laws § 47-34A-604 — SD Code / Title 47 / Chapter 34A / Section 47-34A-604
Dissociated member's power to bind limited liability company
Status: in_force

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under § 47-34A-301 before dissociation only if at the time of entering into the transaction the other party:

(1) Reasonably believed that the dissociated member was then a member;

(2) Did not have notice of the member's dissociation; and

(3) Is not deemed to have had notice under § 47-34A-605 .

Source: SL 1998, ch 272, § 604.
S.D. Codified Laws § 47-1A-953.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-953.3
Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority
Status: in_force

The articles of entity conversion shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§ 47-1A-123 and 47-1A-123.1 . Articles of entity conversion filed under § 47-1A-953 or 47-1A-953.1 may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of §§ 47-1A-953 to 47-1A-953.3 , inclusive, and the other organic law.

If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to §§ 47-1A-1501 to 47-1A-1532 , inclusive, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.

Source: SL 2005, ch 239, § 228.
S.D. Codified Laws § 47-25A-9 — SD Code / Title 47 / Chapter 25A / Section 47-25A-9
Conversion of domestic nonprofit corporation to domestic or foreign business corporation
Status: in_force

In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation:

(1) The plan of for-profit conversion must be adopted by the board of directors;

(2) After adopting the plan of for-profit conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;

(3) The board of directors may condition its submission of the plan of for-profit conversion to the members on any basis;

(4) If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the proposed articles of incorporation to be in effect immediately after the for-profit conversion;

(5) Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), require a greater vote or a greater number of votes to be present, the approval of the plan of for-profit conversion by the members requires the approval of each class of members of the corporation voting as a separate class at a meeting at which a quorum of the class exists; and

(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before July 1, 2016, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended subsequent to that date.

Source: SL 2016, ch 221, § 24.
S.D. Codified Laws § 47-11F-17 — SD Code / Title 47 / Chapter 11F / Section 47-11F-17
Confidentiality of patient records
Status: in_force

Patient records shall be kept strictly confidential. No provision of this chapter, including interdisciplinary access to patient records by any stockholder, professional employee, or any employee of a professional corporation, constitutes a waiver of any privilege on confidential communications which otherwise exists under any provision of the law of this state.

Source: SL 2000, ch 219, § 17.
S.D. Codified Laws § 47-1A-924.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-924.2
Owner liability of shareholder in domesticated foreign corporation
Status: in_force

The owner liability of a shareholder in a foreign corporation that is domesticated in this state is as follows:

(1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication;

(2) The shareholder does not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;

(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the domestication had not occurred; and

(4) The shareholder has whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subdivision (1), as if the domestication had not occurred.

Source: SL 2005, ch 239, § 211.
S.D. Codified Laws § 47-18-23 — SD Code / Title 47 / Chapter 18 / Section 47-18-23
Title to property omitted from final distribution
Status: in_force

Upon the filing and recording of the certificate or decree of dissolution of a cooperative, title to any property omitted from the final distribution vests in the surviving directors or committee members who signed the certificate, as trustees. They have all the powers of the cooperative with respect to such property and shall distribute the property or its proceeds to the persons beneficially entitled thereto.

Source: SDC 1939, § 11.1146 (1) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-950.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950.5
Definition of terms applying to §§47-1A-950to47-1A-956
Status: in_force

Terms used in §§ 47-1A-950 to 47-1A-956 , inclusive, mean:

(1) "Converting entity," the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;

(2) "Surviving entity," the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to §§ 47-1A-950 to 47-1A-956 , inclusive.

Source: SL 2005, ch 239, § 220.
S.D. Codified Laws § 47-1A-1434.5 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1434.5
Dismissal of petition to dissolve corporation
Status: in_force

Upon entry of an order under § 47-1A-1434.2 or 47-1A-1434.4 , the court shall dismiss the petition to dissolve the corporation under § 47-1A-1430 , and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court which shall be enforceable in the same manner as any other judgment.

Source: SL 2005, ch 239, § 343.
S.D. Codified Laws § 47-11D-12 — SD Code / Title 47 / Chapter 11D / Section 47-11D-12
Certificate not assignable
Status: in_force

No certificate of registration issued under this chapter is assignable.

Source: SL 1993, ch 337, § 12.
S.D. Codified Laws § 47-14A-40 — SD Code / Title 47 / Chapter 14A / Section 47-14A-40
Dissolution of series need not cause dissolution of trust--Series dissolution determined by governing instrument--Death or incapacity of beneficial owner need not terminate series
Status: in_force

Except to the extent otherwise provided in the governing instrument of the business trust, a series established in accordance with this chapter may be dissolved and its affairs wound up without causing the dissolution of the business trust or any other series thereof. Unless otherwise provided in the governing instrument of the business trust, the dissolution, winding up, liquidation or termination of the business trust or any series thereof shall not affect the limitation of liability with respect to a series established in accordance with this chapter. A series established in accordance with this chapter is dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the governing instrument of the business trust. 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 of such series shall not result in the termination or dissolution of such series and such series may not be terminated or revoked by a beneficial owner of such series or other person except in accordance with the terms of the governing instrument of the business trust.

Source: SL 2001, ch 245, § 40.
S.D. Codified Laws § 47-1A-844 — SD Code / Title 47 / Chapter 1A / Section 47-1A-844
Contract rights of officers
Status: in_force

The appointment of an officer does not itself create contract rights. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

Source: SL 2005, ch 239, § 170.
S.D. Codified Laws § 47-14A-84 — SD Code / Title 47 / Chapter 14A / Section 47-14A-84
Conversion of existing business entity to business trust--Filing requirements
Status: in_force

Any other business entity formed or organized or existing under the laws of the State of South Dakota or any other state or the United States or any foreign country or other foreign jurisdiction may convert to a business trust by complying with § 47-14A-89 and filing in the Office of the Secretary of State in accordance with this chapter:

(1) A certificate of conversion to business trust that has been executed by the trustees in accordance with this chapter; and

(2) A certificate of trust that complies with this chapter and has been executed by the trustees in accordance with this chapter.

Source: SL 2001, ch 245, § 84.
S.D. Codified Laws § 47-1A-833 — SD Code / Title 47 / Chapter 1A / Section 47-1A-833
Directors' liability for unlawful distributions
Status: in_force

A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to § 47-1A-640 or 47-1A-1409 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating § 47-1A-640 or 47-1A-1409 if the party asserting liability establishes that when taking the action the director did not comply with §§ 47-1A-830 and 47-1A-830.1 . A proceeding to enforce the liability of a director under this section is barred unless it is commenced within two years after the date:

(1) On which the effect of the distribution was measured under § 47-1A-640.2 or 47-1A-640.4 ;

(2) As of which the violation of § 47-1A-640 occurred as the consequence of disregard of a restriction in the articles of incorporation; or

(3) On which the distribution of assets to shareholders under § 47-1A-1409 was made.

Source: SL 2005, ch 239, § 162.
S.D. Codified Laws § 47-1A-840 — SD Code / Title 47 / Chapter 1A / Section 47-1A-840
Officers
Status: in_force

A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors. The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under §§ 47-1A-1601 and 47-1A-1601.1 . The same individual may simultaneously hold more than one office in a corporation.

Source: SL 2005, ch 239, § 164.
S.D. Codified Laws § 47-30-7 — SD Code / Title 47 / Chapter 30 / Section 47-30-7
Refusal to permit stockholder access to books--Misdemeanor
Status: in_force

Any officer or agent of a corporation having or keeping an office within this state, who has in his custody or control any book, paper, or document of the corporation, and who refuses to give to a stockholder or member of the corporation, lawfully demanding, during office hours, to inspect or take a copy of the same, or any part thereof, a reasonable opportunity so to do, is guilty of a Class 2 misdemeanor.

Source: SDC 1939, § 13.4313; SL 1983, ch 15, § 52.
S.D. Codified Laws § 47-11-3.1 — SD Code / Title 47 / Chapter 11 / Section 47-11-3.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 1.
S.D. Codified Laws § 47-22-26 — SD Code / Title 47 / Chapter 22 / Section 47-22-26
Vote of membership--Majority vote required
Status: in_force

At the meeting required by § 47-22-25 a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by proxy.

Source: SL 1965, ch 24, § 39.
S.D. Codified Laws § 47-25A-7 — SD Code / Title 47 / Chapter 25A / Section 47-25A-7
Abandonment of domestication
Status: in_force

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

(b) If a domestication is abandoned under paragraph (a) after articles of domestication have been filed with the Office of the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing prior to the effective date of the domestication. The statement takes effect upon filing and the domestication is abandoned and does not become effective.

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

Source: SL 2016, ch 221, § 22.
S.D. Codified Laws § 47-27-34 — SD Code / Title 47 / Chapter 27 / Section 47-27-34
Cessation of authority to conduct local business
Status: in_force

Upon the issuance of a certificate of withdrawal pursuant to § 47-27-33 , the authority of the corporation to conduct affairs in this state shall cease.

Source: SL 1965, ch 24, § 79.
S.D. Codified Laws § 47-1A-1322.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1322.1
Appraisal notice and form--Time limits and content
Status: in_force

The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than ten days after such date and must:

(1) Supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (i) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and (ii) that the shareholder did not vote for the transaction;

(2) State the following:

(a) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subsection (2)(b);

(b) A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the § 47-1A-1322 appraisal notice and form are sent, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

(c) The corporation's estimate of the fair value of the shares;

(d) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subsection (2)(b) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

(e) The date by which the notice to withdraw under §§ 47-1A-1323 to 47-1A-1323.2 , inclusive, must be received, which date must be within twenty days after the date specified in subsection (2)(b); and

(3) Be accompanied by a copy of §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 290.
S.D. Codified Laws § 47-1A-1530 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1530
Grounds for revocation
Status: in_force

The Office of the Secretary of State may commence a proceeding under §§ 47-1A-1531 and 47-1A-1531.1 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(1) The foreign corporation does not deliver its annual report to the Office of the Secretary of State within sixty days after it is due;

(2) The foreign corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;

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

(4) The foreign corporation does not inform the secretary of state by an appropriate filing that its registered agent has changed or that its registered agent has resigned within sixty days of the change or resignation;

(5) An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing;

(6) The Office of the Secretary of State receives a duly authenticated certificate from the Office of the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

Source: SL 2005, ch 239, § 367; SL 2008, ch 275, § 49.
S.D. Codified Laws § 47-16-23 — SD Code / Title 47 / Chapter 16 / Section 47-16-23
Cooperative dealing in own stock
Status: in_force

Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall the stock of any stockholder, or both of said rights.

Source: SDC 1939, § 11.1118 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-16-3 — SD Code / Title 47 / Chapter 16 / Section 47-16-3
Special meetings
Status: in_force

Special member meetings of a cooperative may be called by the president, board of directors, or members having one - fifth of the votes entitled to be cast at such meeting.

Source: SDC 1939, § 11.1115 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-26-14 — SD Code / Title 47 / Chapter 26 / Section 47-26-14
Revocation in corporation having no members entitled to vote
Status: in_force

Where there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Source: SL 1965, ch 24, § 50 (2).
S.D. Codified Laws § 47-1A-1302.2 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1302.2
Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application
Status: in_force

Notwithstanding any other provision of §§ 47-1A-1302 to 47-1A-1302.3 , inclusive, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment does not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights.

Source: SL 2005, ch 239, § 283.
S.D. Codified Laws § 47-11G-4 — SD Code / Title 47 / Chapter 11G / Section 47-11G-4
Name of corporation or limited liability company
Status: in_force

The name of a corporation formed pursuant to this chapter must contain the words, professional company or professional corporation or abbreviations thereof, such as Prof. Co., Prof. Corp., P.C., or PC.

The name of a limited liability company formed under this chapter must contain the words, professional limited liability company, or the abbreviation, Prof. L.L.C., Prof. LLC, P.L.L.C., or PLLC.

Source: SL 2022, ch 167, § 4.
S.D. Codified Laws § 47-21-40 — SD Code / Title 47 / Chapter 21 / Section 47-21-40
Liquidation of affairs of cooperative--Distribution of assets--Rights of patrons--Rights of members--Distribution of remains
Status: in_force

The board of directors shall liquidate and settle the affairs of a cooperative which has filed the certificate and affidavit described in § 47-21-38 , collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to terminate its business, and after paying or discharging or adequately providing for the payment or discharge of all its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, shall distribute any remaining sums, first to patrons for the prorata return of all amounts standing to their credit by reason of their patronage, and second to members for the prorata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage.

Source: SL 1947, ch 33, § 21; SDC Supp 1960, § 11.2221 (2).
S.D. Codified Laws § 47-24-23 — SD Code / Title 47 / Chapter 24 / Section 47-24-23
Personal affiliation information--Privacy violation--Civil action
Status: in_force

A natural person alleging a violation of § 47-24-22 may bring a civil action for appropriate injunctive relief, actual damages, or both.

In an action brought under this section, a court may award all or a portion of the costs of litigation, including reasonable attorney fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.

Source: SL 2021, ch 197, § 3.
S.D. Codified Laws § 47-24-19 — SD Code / Title 47 / Chapter 24 / Section 47-24-19
Protection--Nonprofit corporations--Charitable trusts
Status: in_force

An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal law.

Source: SL 2021, ch 196, § 2.
S.D. Codified Laws § 47-1A-1020 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1020
Amendment by board of directors or shareholders
Status: in_force

A corporation's shareholders may amend or repeal the corporation's bylaws.

A corporation's board of directors may amend or repeal the corporation's bylaws, unless:

(1) The articles of incorporation or § 47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or

(2) The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.

Source: SL 2005, ch 239, § 246.
S.D. Codified Laws § 47-10-8 — SD Code / Title 47 / Chapter 10 / Section 47-10-8
Participation in federal programs
Status: in_force

Subject to § 47-10-2 , any business development credit corporation shall have the power to participate with any duly authorized federal lending agency in the making of loans.

Source: SL 1957, ch 314, § 2; SDC Supp 1960, § 55.6002 (6).
S.D. Codified Laws § 47-1A-732.4 — SD Code / Title 47 / Chapter 1A / Section 47-1A-732.4
Liability of directors limited to extent discretion or powers limited by agreement
Status: in_force

An agreement authorized by § 47-1A-732 that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

Source: SL 2005, ch 239, § 120.
S.D. Codified Laws § 47-11B-8 — SD Code / Title 47 / Chapter 11B / Section 47-11B-8
Certificate of registration required--Contents of application
Status: in_force

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

Source: SL 1972, ch 249, § 8.
S.D. Codified Laws § 47-9A-13.2 — SD Code / Title 47 / Chapter 9A / Section 47-9A-13.2
Pork production subject to same provisions as other operations
Status: in_force

The production of pork is subject to the same provisions which apply to livestock feeding, breeding stock, dairies, and poultry and egg operations under this chapter.

Source: SL 2016, ch 220, § 1.
S.D. Codified Laws § 47-17-16 — SD Code / Title 47 / Chapter 17 / Section 47-17-16
Authority of officers
Status: in_force

All officers of a cooperative shall have such authority and perform such duties as the bylaws provide, or as the board of directors may determine not inconsistent with the bylaws.

Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-13A-2.4 — SD Code / Title 47 / Chapter 13A / Section 47-13A-2.4
Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
Status: in_force

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

Source: SL 2005, ch 240, § 11.
S.D. Codified Laws § 47-1A-862.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-862.1
Sufficiency of director disclosure
Status: in_force

If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director specified in subsection 47-1A-860(3)(i) is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in subsection 47-1A-860(4)(ii), then disclosure is sufficient for purposes of § 47-1A-862 if the director:

(1) Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and

(2) Plays no part, directly or indirectly, in their deliberations or vote.

Source: SL 2005, ch 239, § 187.
S.D. Codified Laws § 47-22-14 — SD Code / Title 47 / Chapter 22 / Section 47-22-14
Amending articles of incorporation
Status: in_force

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under chapters 47-22 to 47-28 , inclusive.

Source: SDC 1939, § 11.1302; SL 1965, ch 24, § 35.
S.D. Codified Laws § 47-11-10 — SD Code / Title 47 / Chapter 11 / Section 47-11-10
Amending certificate upon change of location
Status: in_force

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

Source: SL 1961, ch 29, § 8.
S.D. Codified Laws § 47-11A-3 — SD Code / Title 47 / Chapter 11A / Section 47-11A-3
Powers and privileges restricted to corporate purpose
Status: in_force

A corporation formed under § 47-11A-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 1970, ch 258, § 1 (3).
S.D. Codified Laws § 47-34A-914 — SD Code / Title 47 / Chapter 34A / Section 47-34A-914
Restrictions on approval of mergers, conversions, and domestications
Status: in_force

(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:

(1) The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and

(2) The member has consented to the provision of the operating agreement.

(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

Source: SL 2013, ch 233, § 28.
S.D. Codified Laws § 47-11A-6 — SD Code / Title 47 / Chapter 11A / Section 47-11A-6
Disposition of shares when shareholder no longer eligible
Status: in_force

Provisions shall be made requiring any shareholder of a corporation formed under § 47-11A-1 who ceases to be eligible to be a shareholder to dispose of all his shares forthwith either to the corporation or to any person having the qualifications prescribed in § 47-11A-5 .

Source: SL 1970, ch 258, § 1 (5).
S.D. Codified Laws § 47-34A-106 — SD Code / Title 47 / Chapter 34A / Section 47-34A-106
Reserved name
Status: in_force

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

(1) Any person intending to organize a limited liability company under this chapter and to adopt that name;

(2) Any domestic limited liability company or any foreign limited liability company registered in this state which, in either case, intends to adopt that name;

(3) Any foreign limited liability company intending to register in this state and adopt that name; and

(4) Any person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.

The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited liability company, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty - day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

Source: SL 1998, ch 272, § 106.
S.D. Codified Laws § 47-11E-17 — SD Code / Title 47 / Chapter 11E / Section 47-11E-17
Suspension of corporation or members from practice of nursing
Status: in_force

The Board of Nursing may suspend or revoke the right of any corporation, or any of its members, to practice nursing, for any of the following reasons:

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

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

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

(4) A violation of any of the provisions of this chapter or the rules promulgated pursuant to this chapter.

Source: SL 1996, ch 228, § 17.
S.D. Codified Laws § 47-15-20 — SD Code / Title 47 / Chapter 15 / Section 47-15-20
Offices and agents of preexisting cooperatives
Status: in_force

For the purposes of chapters 47-15 to 47-20 , inclusive, the street address, or the statement concerning the address, of a cooperative existing on July 1, 1965, becoming subject to said chapters, as set forth in the articles for its business office, shall be considered its registered office and the secretary of the cooperative shall be considered its registered agent unless either is amended pursuant to § 47-20-17 .

Source: SDC 1939, § 11.1110 as enacted by SL 1965, ch 23, § 1; SL 1989, ch 390, § 3; SL 1990, ch 367, § 11.
S.D. Codified Laws § 47-15-50 — SD Code / Title 47 / Chapter 15 / Section 47-15-50
Citation of cooperative provisions
Status: in_force

Chapters 47-15 to 47-20 , inclusive, as amended from time to time may be cited as the "South Dakota Cooperative Association Act."

Source: SDC 1939, § 11.1157 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-721.1 — SD Code / Title 47 / Chapter 1A / Section 47-1A-721.1
Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity
Status: in_force

Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. This section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

Source: SL 2005, ch 239, § 97.
S.D. Codified Laws § 47-22-3 — SD Code / Title 47 / Chapter 22 / Section 47-22-3
Applicability to foreign corporations
Status: in_force

The provisions of chapters 47-22 to 47-28 , inclusive, relating to foreign corporations shall apply to all foreign nonprofit corporations doing or engaging in any business in this state for a purpose or purposes for which a corporation might be organized under this chapter.

Source: SL 1965, ch 24, § 3.
S.D. Codified Laws § 47-18-1 — SD Code / Title 47 / Chapter 18 / Section 47-18-1
Merger or consolidation--Preparation of plan--Approval of plan
Status: in_force

If otherwise lawful, any two or more cooperatives may merge or consolidate under this chapter or under the law of the state where the surviving or new cooperative will exist. Before a cooperative may merge or consolidate with any other cooperative, a written plan of merger or consolidation shall be prepared by the board of directors or by a committee selected by the board or the members for that purpose. Such plan shall set forth all the terms of the merger or consolidation and the proposed effect thereof on all members and stockholders of the cooperative. In case of consolidation, the plan shall also contain the articles of incorporation of the new cooperative. The members shall approve the plan in the manner provided in § 47-15-8 for amendments to the articles.

Source: SDC 1939, § 11.1139 as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-11B-3.1 — SD Code / Title 47 / Chapter 11B / Section 47-11B-3.1
Revocable trust as shareholder--Conditions
Status: in_force

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

Source: SL 2002, ch 205, § 3.
S.D. Codified Laws § 47-15-35 — SD Code / Title 47 / Chapter 15 / Section 47-15-35
Powers of cooperatives--Bylaws
Status: in_force

Unless otherwise provided by its articles, a cooperative may make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.

Source: SDC 1939, § 11.1103 (9) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-1A-1107 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1107
Effect of merger or share exchange
Status: in_force

When a merger becomes effective:

(1) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;

(2) The separate existence of every corporation or eligible entity that is merged into the survivor ceases;

(3) All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;

(4) All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor;

(5) The name of the survivor may, but need not, be substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

(6) The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger;

(7) The articles of incorporation or organic documents of a survivor that is created by the merger become effective; and

(8) The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive, or the organic law of the eligible entity.

Source: SL 2005, ch 239, § 266.
S.D. Codified Laws § 47-14A-69 — SD Code / Title 47 / Chapter 14A / Section 47-14A-69
Amendment to or adoption of governing instrument upon merger--Effective date
Status: in_force

Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this chapter may provide that an agreement of merger or consolidation approved in accordance with § 47-14A-64 may:

(1) Effect any amendment to the governing instrument of the business trust; or

(2) Effect the adoption of a new governing instrument of the business trust if it is the surviving or resulting business trust in the merger or consolidation.

Any amendment to the governing instrument of a business trust or adoption of a new governing instrument of the business trust made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this section may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to herein by any other means provided for in the governing instrument of a business trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent business trust to the merger or consolidation (including a business trust formed for the purpose of consummating a merger or consolidation) shall be the governing instrument of the surviving or resulting business trust.

Source: SL 2001, ch 245, § 69.
S.D. Codified Laws § 47-1A-950.3 — SD Code / Title 47 / Chapter 1A / Section 47-1A-950.3
Foreign unincorporated entity to become domestic business corporation
Status: in_force

A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.

Source: SL 2005, ch 239, § 218.
S.D. Codified Laws § 47-34A-503 — SD Code / Title 47 / Chapter 34A / Section 47-34A-503
Rights of a transferee
Status: in_force

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.

(b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under § 47-34A-402 and for obligations under § 47-34A-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.

(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.

(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records.

(e) A transferee who does not become a member is entitled to:

(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) Receive, upon dissolution and winding up of the limited liability company's business:

(i) In accordance with the transfer, the net amount otherwise distributable to the transferor;

(ii) A statement of account only from the date of the latest statement of account agreed to by all the members.

(f) A limited liability company need not give effect to a transfer until it has notice of the transfer.

Source: SL 1998, ch 272, § 503; SL 2009, ch 234, § 1.
S.D. Codified Laws § 47-31B-601 — SD Code / Title 47 / Chapter 31B / Section 47-31B-601
Administration
Status: in_force

(a) Administration. This chapter shall be administered by the director.

(b) The director shall designate one of the director's employees to administer the provisions of this chapter in the event of the director's absence or disability.

(c) This chapter shall be administered under the direction and supervision of the Department of Labor and Regulation and the secretary thereof, but shall retain the quasi-judicial, quasi-legislative, advisory, and other nonadministrative functions, as defined in § 1-32-1 , otherwise vested in it and shall exercise those functions independently of the secretary of the Department of Labor and Regulation.

(d) The director shall be appointed by the secretary of the Department of Labor and Regulation and may be removed at the pleasure of the secretary. The appointment and removal of the director shall be subject to approval by the Governor.

(e) The director shall receive travel expenses, in accordance with the rules of the Board of Finance, incurred in the discharge of official duties.

(f) The director shall employ, from time to time, such clerks and employees as are necessary for the administration of this chapter, and they shall perform such duties as the director shall assign.

(g) The director may be included in the state's employees' blanket bond pursuant to § 3-5-5.1 .

(h) The director may use the seal with the words, Director of Insurance, South Dakota, with a design the director prescribes engraved on the seal to authenticate the director's signature and proceedings.

(i) Unlawful use of records or information. It is unlawful for the director or an officer, employee, or designee of the director to use for personal benefit or the benefit of others records or other information obtained by or filed with the director that are not public under § 47-31B-607(b). This chapter does not authorize the director or an officer, employee, or designee of the director to disclose the record or information, except in accordance with § 47-31B-602 , 47-31B-607(c), or 47-31B-608 .

(j) No privilege or exemption created or diminished. This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.

(k) Investor education. The director may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the director may collaborate with public and nonprofit organizations with an interest in investor education. The director may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the director to require participation or monetary contributions of a registrant in an investor education program.

Source: SL 2004, ch 278, § 39; SL 2011, ch 1 (Ex. Ord. 11-1 ), § 162, eff. Apr. 12, 2011; SL 2018, ch 278, § 5.
S.D. Codified Laws § 47-1A-602 — SD Code / Title 47 / Chapter 1A / Section 47-1A-602
Classification or reclassification of unissued shares determined by board of directors
Status: in_force

If the articles of incorporation so provide, the board of directors, without shareholder approval, may:

(1) Classify any unissued shares into one or more classes or into one or more series within a class;

(2) Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or

(3) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.

Source: SL 2005, ch 239, § 56.
S.D. Codified Laws § 47-23-1 — SD Code / Title 47 / Chapter 23 / Section 47-23-1
Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership
Status: in_force

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or by the bylaws. A corporation may issue certificates evidencing membership therein.

Source: SL 1965, ch 24, § 12.
S.D. Codified Laws § 47-11E-1 — SD Code / Title 47 / Chapter 11E / Section 47-11E-1
Professional service corporations and limited liability companies for the practice of nursing authorized
Status: in_force

One or more registered nurses, licensed practical nurses, certified registered nurse anesthetists, or clinical nurse specialists licensed pursuant to chapter 36-9 or certified nurse practitioners or certified nurse midwives licensed pursuant to chapter 36-9A may form a professional service corporation for the practice of nursing under the South Dakota Business Corporation Act. The articles of incorporation of the corporation shall contain provisions complying with the requirements of §§ 47-11E-1 to 47-11E-19 , inclusive.

Registered nurses, licensed practical nurses, certified registered nurse anesthetists, or clinical nurse specialists licensed pursuant to chapter 36-9 or certified nurse practitioners or certified nurse midwives licensed pursuant to chapter 36-9A may form a professional limited liability company under the South Dakota Limited Liability Company Act if the limited liability company is organized and operated in accordance with the provisions of this chapter. The articles of organization of the limited liability company shall contain provisions complying with the requirements of §§ 47-11E-1 to 47-11E-19 , inclusive.

Source: SL 1996, ch 228, § 1; SL 2000, ch 222, § 2; SL 2017, ch 171, § 50.
S.D. Codified Laws § 47-1A-1321 — SD Code / Title 47 / Chapter 1A / Section 47-1A-1321
Notice of intent to demand payment
Status: in_force

If proposed corporate action requiring appraisal rights under §§ 47-1A-1302 to 47-1A-1302.3 , inclusive, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(1) Must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and

(2) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

A shareholder who does not satisfy the requirements of this section is not entitled to payment under §§ 47-1A-1301 to 47-1A-1331.2 , inclusive.

Source: SL 2005, ch 239, § 288.
S.D. Codified Laws § 47-16-22 — SD Code / Title 47 / Chapter 16 / Section 47-16-22
Membership stock--Transfer of stock
Status: in_force

The articles of a cooperative may require that members own one or more shares of membership stock. Such stock shall be issued or transferred only to a person eligible to become a member, and only when such person satisfies other requisites for membership. Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.

Source: SDC 1939, § 11.1118 (2) as enacted by SL 1965, ch 23, § 1.
S.D. Codified Laws § 47-14A-23 — SD Code / Title 47 / Chapter 14A / Section 47-14A-23
Creditors of trustee have no rights in business trust property
Status: in_force

No creditor of the trustee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust with respect to any claim against, or obligation of, such trustee in its individual capacity and not related to the business trust.

Source: SL 2001, ch 245, § 23.
S.D. Codified Laws § 47-21-12 — SD Code / Title 47 / Chapter 21 / Section 47-21-12
First directors--Term of office
Status: in_force

The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify.

Source: SL 1947, ch 33, § 12; SDC Supp 1960, § 11.2212 (2).
S.D. Codified Laws § 47-25-25 — SD Code / Title 47 / Chapter 25 / Section 47-25-25
Vote upon transfer of corporate assets--Notice of meeting--Contents of notice
Status: in_force

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meetings of members.

Source: SL 1965, ch 24, § 46 (1).
S.D. Codified Laws § 47-21-52 — SD Code / Title 47 / Chapter 21 / Section 47-21-52
Liability of members for acts of cooperative
Status: in_force

No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor.

Source: SL 1947, ch 33, § 25; SDC Supp 1960, § 11.2225.