reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-202.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-202.1 - Articles of incorporation--Optional provisions.

47-1A-202.1. Articles of incorporation--Optional provisions.The articles of incorporation may set forth:(1)The names and addresses of the individuals who are to serve as the initial directors;(2)Provisions not inconsistent with law regarding:(a)The purpose or purposes for which the corporation is organized;(b)Managing the business and regulating the affairs of the corporation;(c)Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;(d)A par value for authorized shares or classes of shares; and(e)The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;(3)Any provision that under this chapter is required or permitted to be set forth in the bylaws;(4)A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled; an intentional infliction of harm on the corporation or the shareholders; a violation of §47-1A-833; or an intentional violation of criminal law;(5)A provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision 47-1A-850(5), to any person for any action taken, or any failure to take any action, as a director, except liability for receipt of a financial benefit to which the director is not entitled; an intentional infliction of harm on the corporation or its shareholders; a violation of §47-1A-833.1; or an intentional violation of criminal law; and(6)Any provision limiting or denying preemptive rights to acquire additional or treasury shares of the corporation. Source: SL 2005, ch 239, §29.
SD Codified L § 47-1A-202.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-202.2 - Articles of incorporation--Corporate powers.

47-1A-202.2. Articles of incorporation--Corporate powers.The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. Source: SL 2005, ch 239, §30.
SD Codified L § 47-1A-202.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-202.3 - Articles of incorporation--Extrinsic facts.

47-1A-202.3. Articles of incorporation--Extrinsic facts.Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Source: SL 2005, ch 239, §31.
SD Codified L § 47-1A-203 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-203 - Incorporation.

47-1A-203. Incorporation.Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. The Office of the Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. Source: SL 2005, ch 239, §32.
SD Codified L § 47-1A-204 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-204 - Liability for pre-incorporation transactions.

47-1A-204. Liability for pre-incorporation transactions.Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is jointly and severally liable for all liabilities created while so acting. Source: SL 2005, ch 239, §33.
SD Codified L § 47-1A-205 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-205 - Organization of corporation.

47-1A-205. Organization of corporation.After incorporation:(1)If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;(2)If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:(a)To elect directors and complete the organization of the corporation; or(b)To elect a board of directors who shall complete the organization of the corporation.Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. An organizational meeting may be held in or out of this state. Source: SL 2005, ch 239, §34.
SD Codified L § 47-1A-206 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-206 - Bylaws.

47-1A-206. Bylaws.The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. Source: SL 2005, ch 239, §35.
SD Codified L § 47-1A-207 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-207 - Emergency bylaws.

47-1A-207. Emergency bylaws.Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:(1)Procedures for calling a meeting of the board of directors;(2)Quorum requirements for the meeting; and(3)Designation of additional or substitute directors.All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Any corporate action taken in good faith in accordance with emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Source: SL 2005, ch 239, §36.
SD Codified L § 47-1A-301 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-301 - Purposes.

47-1A-301. Purposes.Any corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. Source: SL 2005, ch 239, §37.
SD Codified L § 47-1A-302 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-302 - General powers.

47-1A-302. General powers.Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to:(1)Sue and be sued, complain, and defend in its corporate name;(2)Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;(3)Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;(4)Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;(5)Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;(6)Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;(7)Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;(8)Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;(9)Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;(10)Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;(11)Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;(12)Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;(13)Make donations for the public welfare or for charitable, scientific, or educational purposes;(14)Transact any lawful business that will aid governmental policy;(15)Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. Source: SL 2005, ch 239, §38.
SD Codified L § 47-1A-303 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-303 - Emergency powers.

47-1A-303. Emergency powers.In anticipation of or during an emergency, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.During an emergency, unless emergency bylaws provide otherwise:(1)Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and(2)One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Source: SL 2005, ch 239, §39.
SD Codified L § 47-1A-304 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-304 - Ultra vires.

47-1A-304. Ultra vires.The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. However, a corporation's power to act may be challenged in the following proceedings:(1)In a proceeding by a shareholder against the corporation to enjoin the act;(2)In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or(3)In a proceeding by the attorney general under §47-1A-1431.In a shareholder's proceeding under subdivision (1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. Source: SL 2005, ch 239, §40.
SD Codified L § 47-1A-401 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-401 - Corporate name--Use of particular words--Purpose.

47-1A-401. Corporate name--Use of particular words--Purpose.A corporate name must contain the term, corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by §47-1A-301 and its articles of incorporation. Source: SL 2005, ch 239, §41.
SD Codified L § 47-1A-401.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-401.1 - Corporate name--Distinguishable from specified names--Exceptions.

47-1A-401.1. Corporate name--Distinguishable from specified names--Exceptions.Except as authorized by §§47-1A-401.2 and 47-1A-401.3, a corporate name shall be distinguishable upon the records of the Office of the Secretary of State from:(1)The corporate name of a corporation incorporated or authorized to transact business in this state;(2)A corporate name reserved or registered under §47-1A-402 or 47-1A-403;(3)The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;(4)The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state; and(5)The name of a limited liability company, limited liability partnership, limited partnership, or limited liability limited partnership organized or authorized to transact business in this state. Source: SL 2005, ch 239, §42.
SD Codified L § 47-1A-401.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-401.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.

47-1A-401.2. Corporate name--Application to use name not distinguishable from specified names--Authorization.A corporation may apply to the Office of the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Office of the Secretary of State from one or more of the names described in §47-1A-401.1. The Office of the Secretary of State shall authorize use of the name applied for if:(1)The other corporation or entity consents to the use in writing and submits an undertaking in form satisfactory to the Office of the Secretary of State to change its name to a name that is distinguishable upon the records of the Office of the Secretary of State from the name of the applying corporation; or(2)The applicant delivers to the Office of the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. Source: SL 2005, ch 239, §43.
SD Codified L § 47-1A-401.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-401.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.

47-1A-401.3. Corporate name--Use of name upon merger, reorganization, or acquisition of assets.A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:(1)Has merged with the other corporation;(2)Has been formed by reorganization of the other corporation; or(3)Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.This chapter does not control the use of fictitious names. Source: SL 2005, ch 239, §44.
SD Codified L § 47-1A-403 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-403 - Foreign corporation--Registration of corporate name.

47-1A-403. Foreign corporation--Registration of corporate name.A foreign corporation may register its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, if the name is distinguishable upon the records of the Office of the Secretary of State from the corporate names that are not available under §47-1A-401.1. A foreign corporation registers its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, inclusive, by delivering to the Office of the Secretary of State for filing an application:(1)Setting forth its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, inclusive, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and(2)Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.The name is registered for the applicant's exclusive use upon the effective date of the application. Source: SL 2005, ch 239, §46.
SD Codified L § 47-1A-403.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-403.1 - Foreign corporation--Renewal of registration of corporate name.

47-1A-403.1. Foreign corporation--Renewal of registration of corporate name.A foreign corporation whose registration is effective may renew it for successive years by delivering to the Office of the Secretary of State for filing a renewal application, which complies with the requirements of §47-1A-403, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year. Source: SL 2005, ch 239, §47.
SD Codified L § 47-1A-403.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-403.2 - Foreign corporation--Qualification under registered name--Use of name by another--Termination.

47-1A-403.2. Foreign corporation--Qualification under registered name--Use of name by another--Termination.A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates if the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. Source: SL 2005, ch 239, §48.
SD Codified L § 47-1A-601 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-601 - Authorized shares in articles of incorporation--Class or series--Terms.

47-1A-601. Authorized shares in articles of incorporation--Class or series--Terms.The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation. Source: SL 2005, ch 239, §53.
SD Codified L § 47-1A-601.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-601.1 - Classes or series of shares articles of incorporation required to authorize.

47-1A-601.1. Classes or series of shares articles of incorporation required to authorize.The articles of incorporation shall authorize:(1)One or more classes or series of shares that together have unlimited voting rights; and(2)One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. Source: SL 2005, ch 239, §54.
SD Codified L § 47-1A-601.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-601.2 - Classes or series of shares articles of incorporation may authorize.

47-1A-601.2. Classes or series of shares articles of incorporation may authorize.The articles of incorporation may authorize one or more classes or series of shares that:(1)Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;(2)Are redeemable or convertible as specified in the articles of incorporation:(a)At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;(b)For cash, indebtedness, securities, or other property; and(c)At prices and in amounts specified, or determined in accordance with a formula;(3)Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or(4)Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.The description of the preferences, rights, and limitations of classes or series of shares in this section is not exhaustive. Source: SL 2005, ch 239, §55.
SD Codified L § 47-1A-602 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-602 - Classification or reclassification of unissued shares determined by board of directors.

47-1A-602. Classification or reclassification of unissued shares determined by board of directors.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.