reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-602.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-602.1 - Terms of class or series determined by board of directors.

47-1A-602.1. Terms of class or series determined by board of directors.If the board of directors acts pursuant to §47-1A-602, the board shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under §§47-1A-601 to 47-1A-601.2, inclusive, of:(1)Any class of shares before the issuance of any shares of that class; or(2)Any series within a class before the issuance of any shares of that series.Before issuing any shares of a class or series created under §47-1A-602, the corporation shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth the terms determined under this section. Source: SL 2005, ch 239, §57.
SD Codified L § 47-1A-603 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-603 - Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled.

47-1A-603. Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled.A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of §47-1A-603.1 and §§47-1A-640 to 47-1A-640.5, inclusive. Source: SL 2005, ch 239, §58.
SD Codified L § 47-1A-603.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-603.1 - Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required.

47-1A-603.1. Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required.At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. Source: SL 2005, ch 239, §59.
SD Codified L § 47-1A-604 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-604 - Fractional shares--Scrip.

47-1A-604. Fractional shares--Scrip.A corporation may:(1)Issue fractions of a share or pay in money the value of fractions of a share;(2)Arrange for disposition of fractional shares by the shareholders;(3)Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Source: SL 2005, ch 239, §60.
SD Codified L § 47-1A-604.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-604.1 - Scrip--Label on certificate--Information.

47-1A-604.1. Scrip--Label on certificate--Information.Each certificate representing scrip shall be conspicuously labeled scrip and shall contain the information required by §47-1A-625. Source: SL 2005, ch 239, §61.
SD Codified L § 47-1A-604.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-604.2 - Rights of holder of fractional share--Scrip.

47-1A-604.2. Rights of holder of fractional share--Scrip.The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip so provides. Source: SL 2005, ch 239, §62.
SD Codified L § 47-1A-604.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-604.3 - Issuance of script--Authorization by board of directors--Conditions.

47-1A-604.3. Issuance of script--Authorization by board of directors--Conditions.The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:(1)That the scrip will become void if not exchanged for full shares before a specified date; and(2)That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. Source: SL 2005, ch 239, §63.
SD Codified L § 47-1A-620 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-620 - Subscription for shares before incorporation.

47-1A-620. Subscription for shares before incorporation.A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to §§47-1A-621 and 47-1A-621.1. Source: SL 2005, ch 239, §64.
SD Codified L § 47-1A-621.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-621.1 - Issuance of shares requiring approval of shareholders.

47-1A-621.1. Issuance of shares requiring approval of shareholders.An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if:(1)The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and(2)The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of the voting power of the shares to be issued, or the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued. For the purposes of this section, a series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions. Source: SL 2005, ch 239, §66.
SD Codified L § 47-1A-622 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-622 - Liability of shareholders.

47-1A-622. Liability of shareholders.A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.Unless otherwise provided in the articles of incorporation, no shareholder of a corporation is personally liable for the acts or debts of the corporation except that a shareholder may become personally liable by reason of the shareholder's own acts or conduct. Source: SL 2005, ch 239, §67.
SD Codified L § 47-1A-623 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-623 - Share dividends.

47-1A-623. Share dividends.Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this section is a share dividend.Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:(1)The articles of incorporation so authorize;(2)A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or(3)There are no outstanding shares of the class or series to be issued.If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. Source: SL 2005, ch 239, §68.
SD Codified L § 47-1A-624 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-624 - Share options.

47-1A-624. Share options.A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, and the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.The terms and conditions of such rights, options, or warrants, including those outstanding on the effective date of this section, may include restrictions or conditions that:(1)Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or(2)Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees. Source: SL 2005, ch 239, §69.
SD Codified L § 47-1A-625 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-625 - Form and content of certificates generally.

47-1A-625. Form and content of certificates generally.Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum each share certificate shall state on its face:(1)The name of the issuing corporation and that it is organized under the law of this state;(2)The name of the person to whom issued; and(3)The number and class of shares and the designation of the series, if any, the certificate represents. Source: SL 2005, ch 239, §70.
SD Codified L § 47-1A-625.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-625.1 - Certificate requirements when corporation authorized to issue different classes of shares or different series within a class.

47-1A-625.1. Certificate requirements when corporation authorized to issue different classes of shares or different series within a class.If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. Source: SL 2005, ch 239, §71.
SD Codified L § 47-1A-625.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-625.2 - Signatures on certificate--Seal.

47-1A-625.2. Signatures on certificate--Seal.Each share certificate shall be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. Source: SL 2005, ch 239, §72.
SD Codified L § 47-1A-626 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-626 - Shares without certificates.

47-1A-626. Shares without certificates.Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by §§47-1A-625 and 47-1A-625.1, and, if applicable, §§47-1A-627 to 47-1A-627.2, inclusive. Source: SL 2005, ch 239, §73.
SD Codified L § 47-1A-627 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-627 - Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares.

47-1A-627. Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares.The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. Source: SL 2005, ch 239, §74.
SD Codified L § 47-1A-627.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-627.1 - Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction.

47-1A-627.1. Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction.A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by §47-1A-626. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction on the transfer or registration of transfer of shares is authorized:(1)To maintain the corporation's status when it is dependent on the number or identity of its shareholders;(2)To preserve exemptions under federal or state securities law;(3)For any other reasonable purpose. Source: SL 2005, ch 239, §75.
SD Codified L § 47-1A-627.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-627.2 - Terms of restriction on transfer or registration of transfer of shares.

47-1A-627.2. Terms of restriction on transfer or registration of transfer of shares.A restriction on the transfer or registration of transfer of shares may:(1)Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;(2)Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;(3)Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;(4)Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. Source: SL 2005, ch 239, §76.
SD Codified L § 47-1A-628 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-628 - Expense of issue.

47-1A-628. Expense of issue.A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. Source: SL 2005, ch 239, §77.
SD Codified L § 47-1A-630 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-630 - Shareholders' preemptive rights.

47-1A-630. Shareholders' preemptive rights.The shareholders of a corporation have the preemptive right to acquire unissued or treasury shares of a corporation, except, to the extent, if any, that such right is limited or denied in the articles of incorporation. Having preemptive rights means that the following provisions apply except to the extent the articles of incorporation expressly provide otherwise:(1)The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;(2)A shareholder may waive any preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;(3)There is no preemptive right with respect to:(a)Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;(b)Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;(c)Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation;(d)Shares sold otherwise than for money;(4)Holders of shares of any class without general voting rights, but with preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class;(5)Holders of shares of any class with general voting rights, but without preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights;(6)Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.For purposes of this section, the term, shares, includes a security convertible into or carrying a right to subscribe for or acquire shares. Source: SL 2005, ch 239, §78.
SD Codified L § 47-1A-631 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-631 - Corporation's acquisition of its own shares.

47-1A-631. Corporation's acquisition of its own shares.A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired. Source: SL 2005, ch 239, §79.
SD Codified L § 47-1A-640 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640 - Distributions to shareholders authorized--Distribution entitlement date.

47-1A-640. Distributions to shareholders authorized--Distribution entitlement date.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.
SD Codified L § 47-1A-640.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640.1 - Distribution to shareholders prohibited if certain financial conditions result.

47-1A-640.1. Distribution to shareholders prohibited if certain financial conditions result.No distribution may be made if, after giving it effect:(1)The corporation would not be able to pay its debts as they become due in the usual course of business; or(2)The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.The board of directors may base a determination that a distribution is not prohibited under this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. Source: SL 2005, ch 239, §81.