reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-1007 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1007 - Restated articles of incorporation--Adoption.

47-1A-1007. Restated articles of incorporation--Adoption.A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in §47-1A-1003. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. Source: SL 2005, ch 239, §241.
SD Codified L § 47-1A-1007.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1007.1 - Restated articles of incorporation--Delivery to Office of Secretary of State.

47-1A-1007.1. Restated articles of incorporation--Delivery to Office of Secretary of State.A corporation that restates its articles of incorporation shall deliver to the Office of the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under §47-1A-1006. Source: SL 2005, ch 239, §242.
SD Codified L § 47-1A-1007.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1007.2 - Restated articles of incorporation--Certification as articles currently in effect.

47-1A-1007.2. Restated articles of incorporation--Certification as articles currently in effect.The Office of the Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by §47-1A-1007.1. Source: SL 2005, ch 239, §243.
SD Codified L § 47-1A-1008 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1008 - Amendment pursuant to reorganization.

47-1A-1008. Amendment pursuant to reorganization.A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.The individual or individuals designated by the court shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth:(1)The name of the corporation;(2)The text of each amendment approved by the court;(3)The date of the court's order or decree approving the articles of amendment;(4)The title of the reorganization proceeding in which the order or decree was entered; and(5)A statement that the court had jurisdiction of the proceeding under federal statute.This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Source: SL 2005, ch 239, §244.
SD Codified L § 47-1A-1009 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1009 - Effect of amendment.

47-1A-1009. Effect of amendment.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.
SD Codified L § 47-1A-1020 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1020 - Amendment by board of directors or shareholders.

47-1A-1020. Amendment by board of directors or shareholders.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.
SD Codified L § 47-1A-1021 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1021 - Bylaw increasing quorum or voting requirement for directors.

47-1A-1021. Bylaw increasing quorum or voting requirement for directors.A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(1)If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;(2)If adopted by the board of directors, either by the shareholders or by the board of directors.A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.Action by the board of directors under this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. Source: SL 2005, ch 239, §247.
SD Codified L § 47-1A-1101 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1101 - Definitions.

47-1A-1101. Definitions.Terms used in §§47-1A-1101 to 47-1A-1108, inclusive, mean:(1)"Merger," a business combination pursuant to §§47-1A-1102 to 47-1A-1102.5, inclusive;(2)"Party to a merger" or "party to a share exchange," any domestic or foreign corporation or eligible entity that will:(a)Merge under a plan of merger;(b)Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange; or(c)Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange;(3)"Share exchange," a business combination pursuant to §§47-1A-1103 to 47-1A-1103.5, inclusive;(4)"Survivor," in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger. Source: SL 2005, ch 239, §248.
SD Codified L § 47-1A-1102 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102 - Merger allowed generally.

47-1A-1102. Merger allowed generally.One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in the merger in the manner provided in §§47-1A-1101 to 47-1A-1108, inclusive. Source: SL 2005, ch 239, §249.
SD Codified L § 47-1A-1102.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102.1 - Foreign business corporation or foreign eligible entities allowed to parties to merger.

47-1A-1102.1. Foreign business corporation or foreign eligible entities allowed to parties to merger.A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity. Source: SL 2005, ch 239, §250.
SD Codified L § 47-1A-1102.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102.2 - Procedures for approval of merger if not in organic law of entity.

47-1A-1102.2. Procedures for approval of merger if not in organic law of entity.If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. For the purposes of applying §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive:(1)The eligible entity, its members or interest holders, eligible interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and(2)If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors. Source: SL 2005, ch 239, §251.
SD Codified L § 47-1A-1102.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102.3 - Plan of merger--Required content.

47-1A-1102.3. Plan of merger--Required content.The plan of merger must include:(1)The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;(2)The terms and conditions of the merger;(3)The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;(4)The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and(5)Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Source: SL 2005, ch 239, §252.
SD Codified L § 47-1A-1102.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102.4 - Plan of merger--Amendment.

47-1A-1102.4. Plan of merger--Amendment.The plan of merger may include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:(1)The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger;(2)The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by §47-1A-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or(3)Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect. Source: SL 2005, ch 239, §253.
SD Codified L § 47-1A-1102.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1102.5 - Property held in trust or for charitable purposes--Disposition by court order.

47-1A-1102.5. Property held in trust or for charitable purposes--Disposition by court order.Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity may not be diverted by a merger from the objects for which it was donated, granted, or devised, until the eligible entity obtains an order of circuit court specifying the disposition of the property to the extent required by and pursuant to §55-9-4. Source: SL 2005, ch 239, §254.
SD Codified L § 47-1A-1103 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103 - Share exchange generally.

47-1A-1103. Share exchange generally.Through a share exchange:(1)A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or(2)All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange. Source: SL 2005, ch 239, §255.
SD Codified L § 47-1A-1103.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103.1 - Foreign corporation or eligible party allowed to be party to share exchange.

47-1A-1103.1. Foreign corporation or eligible party allowed to be party to share exchange.A foreign corporation or eligible entity may be a party to a share exchange only if the share exchange is permitted by the corporation or other entity is organized or by which it is governed. Source: SL 2005, ch 239, §256.
SD Codified L § 47-1A-1103.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103.2 - Procedures for approval of share exchange if not in organic law of entity.

47-1A-1103.2. Procedures for approval of share exchange if not in organic law of entity.If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. For the purposes of applying §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive:(1)The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and(2)If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors. Source: SL 2005, ch 239, §257.
SD Codified L § 47-1A-1103.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103.3 - Plan of share exchange--Required content.

47-1A-1103.3. Plan of share exchange--Required content.The plan of share exchange must include:(1)The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire those shares or interests;(2)The terms and conditions of the share exchange;(3)The manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing; and(4)Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any such party.Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Source: SL 2005, ch 239, §258.
SD Codified L § 47-1A-1103.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103.4 - Plan of share exchange--Amendments.

47-1A-1103.4. Plan of share exchange--Amendments.The plan of share exchange may include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:(1)The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange; or(2)Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect. Source: SL 2005, ch 239, §259.
SD Codified L § 47-1A-1103.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1103.5 - Acquisition of shares in transactions other than share exchange.

47-1A-1103.5. Acquisition of shares in transactions other than share exchange.The provisions of §§47-1A-1103 to 47-1A-1103.1, inclusive, do not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange. Source: SL 2005, ch 239, §260.
SD Codified L § 47-1A-1105 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1105 - Merger between parent and subsidiary or between subsidiaries.

47-1A-1105. Merger between parent and subsidiary or between subsidiaries.A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized. Source: SL 2005, ch 239, §262.
SD Codified L § 47-1A-1105.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1105.1 - Parent corporation notice to subsidiary shareholders of merger effectiveness.

47-1A-1105.1. Parent corporation notice to subsidiary shareholders of merger effectiveness.If under §47-1A-1105 approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective. Source: SL 2005, ch 239, §263.
SD Codified L § 47-1A-1105.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1105.2 - Provisions applicable to merger between parent and subsidiary.

47-1A-1105.2. Provisions applicable to merger between parent and subsidiary.Except as provided in §§47-1A-1105 and 47-1A-1105.1, a merger between a parent and a subsidiary shall be governed by the provisions of §§47-1A-1101 to 47-1A-1108, inclusive, applicable to mergers generally. Source: SL 2005, ch 239, §264.
SD Codified L § 47-1A-1106 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1106 - Articles of merger or share exchange.

47-1A-1106. Articles of merger or share exchange.After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:(1)The names of the parties to the merger or share exchange;(2)If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;(3)If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation;(4)If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and(5)As to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.Articles of merger or share exchange shall be delivered to the Office of the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange, and take effect at the effective time provided in §§47-1A-123 and 47-1A-123.1. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law. Source: SL 2005, ch 239, §265.