reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-920.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920.5 - Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication.

47-1A-920.5. Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication.If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July1, 2005, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date. Source: SL 2005, ch 239, §201.
SD Codified L § 47-1A-921.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-921.1 - Articles of domestication--Content.

47-1A-921.1. Articles of domestication--Content.The articles of domestication shall either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted. Source: SL 2005, ch 239, §203.
SD Codified L § 47-1A-921.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-921.2 - Articles of domestication--Filing and effectiveness.

47-1A-921.2. Articles of domestication--Filing and effectiveness.The articles of domestication 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. Source: SL 2005, ch 239, §204.
SD Codified L § 47-1A-921.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-921.3 - Certificate of authority to transact business by foreign corporation cancelled upon domestication.

47-1A-921.3. Certificate of authority to transact business by foreign corporation cancelled upon domestication.If the foreign corporation is authorized to transact business in this state under §§47-1A-1501 to 47-1A-1532, inclusive, its certificate of authority shall be cancelled automatically on the effective date of its domestication. Source: SL 2005, ch 239, §205.
SD Codified L § 47-1A-922 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-922 - Articles of domestication--Execution--Content.

47-1A-922. Articles of domestication--Execution--Content.After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be executed by any officer or other duly authorized representative. The articles shall set forth:(1)The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;(2)The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and(3)A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state. Source: SL 2005, ch 239, §207.
SD Codified L § 47-1A-922.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-922.1 - Articles of charter surrender--Filing and effectiveness.

47-1A-922.1. Articles of charter surrender--Filing and effectiveness.The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§47-1A-123 and 47-1A-123.1. Source: SL 2005, ch 239, §208.
SD Codified L § 47-1A-923 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-923 - Surrender of charter upon domestication.

47-1A-923. Surrender of charter upon domestication.Whenever a domestic business corporation has adopted and approved, in the manner required by §§47-1A-920 to 47-1A-925.1, inclusive, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:(1)The name of the corporation;(2)A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;(3)A statement that the domestication 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; and(4)The corporation's new jurisdiction of incorporation. Source: SL 2005, ch 239, §206.
SD Codified L § 47-1A-924 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-924 - Effect of domestication.

47-1A-924. Effect of domestication.When a domestication becomes effective:(1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;(2)The liabilities of the corporation remain the liabilities of the corporation;(3)An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;(4)The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;(5)The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and(6)The corporation is deemed to:(a)Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;(b)Be the same corporation without interruption as the domesticating corporation; and(c)Have been incorporated on the date the domesticating corporation was originally incorporated. Source: SL 2005, ch 239, §209.
SD Codified L § 47-1A-924.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-924.1 - Effect of domestication of domestic business corporation in foreign jurisdiction.

47-1A-924.1. Effect of domestication of domestic business corporation in foreign jurisdiction.When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:(1)Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and(2)Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §210.
SD Codified L § 47-1A-924.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-924.2 - Owner liability of shareholder in domesticated foreign corporation.

47-1A-924.2. Owner liability of shareholder in domesticated foreign corporation.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.
SD Codified L § 47-1A-924.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-924.3 - Owner liability only for debts arising after effective time of articles of domestication.

47-1A-924.3. Owner liability only for debts arising after effective time of articles of domestication.A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this state has owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication. Source: SL 2005, ch 239, §212.
SD Codified L § 47-1A-925 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-925 - Abandonment of a domestication of domestic business corporation.

47-1A-925. Abandonment of a domestication of domestic business corporation.Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by §§47-1A-920 to 47-1A-925, inclusive, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.If a domestication is abandoned under this section after articles of charter surrender 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, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective. Source: SL 2005, ch 239, §213.
SD Codified L § 47-1A-925.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-925.1 - Abandonment of domestication of foreign business corporation.

47-1A-925.1. Abandonment of domestication of foreign business corporation.If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Office of the Secretary of State, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective. Source: SL 2005, ch 239, §214.
SD Codified L § 47-1A-950 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950 - Domestic business corporation to become domestic unincorporated entity.

47-1A-950. Domestic business corporation to become domestic unincorporated entity.A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. Source: SL 2005, ch 239, §215.
SD Codified L § 47-1A-950.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950.1 - Domestic business corporation to become foreign unincorporated entity.

47-1A-950.1. Domestic business corporation to become foreign unincorporated entity.A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2005, ch 239, §216.
SD Codified L § 47-1A-950.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950.2 - Domestic unincorporated entity to become domestic business corporation.

47-1A-950.2. Domestic unincorporated entity to become domestic business corporation.A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in §§47-1A-950 to 47-1A-956, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. Without limiting the provisions of this section, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion is subject to §§47-1A-950.4 and 47-1A-952. For purposes of applying §§47-1A-950 to 47-1A-956, inclusive and §§47-1A-1301 to 47-1A-1331.2, inclusive:(1)The unincorporated entity, its interest holders, interests and organic documents taken together, are 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 unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group is deemed to be the board of directors. Source: SL 2005, ch 239, §217.
SD Codified L § 47-1A-950.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950.3 - Foreign unincorporated entity to become domestic business corporation.

47-1A-950.3. Foreign unincorporated entity to become domestic business corporation.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.
SD Codified L § 47-1A-950.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950.4 - Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion.

47-1A-950.4. Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion.If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July1, 2005, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time as the provision is amended subsequent to that date. Source: SL 2005, ch 239, §219.
SD Codified L § 47-1A-950.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-950.5 - Definition of terms applying to §§ 47-1A-950 to 47-1A-956.

47-1A-950.5. Definition of terms applying to §§47-1A-950 to 47-1A-956.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.
SD Codified L § 47-1A-951 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-951 - Plan of entity conversion--Content.

47-1A-951. Plan of entity conversion--Content.A plan of entity conversion must include:(1)A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;(2)The terms and conditions of the conversion;(3)The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and(4)The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity. Source: SL 2005, ch 239, §221.
SD Codified L § 47-1A-951.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-951.1 - Plan of entity conversion--Amendments.

47-1A-951.1. Plan of entity conversion--Amendments.The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the 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 received under the plan by the shareholders;(2)The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to §47-1A-1005; or(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. Source: SL 2005, ch 239, §222.
SD Codified L § 47-1A-951.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-951.2 - Terms of plan of entity conversion dependent on extrinsic facts.

47-1A-951.2. Terms of plan of entity conversion dependent on extrinsic facts.Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Source: SL 2005, ch 239, §223.
SD Codified L § 47-1A-952 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-952 - Action on a plan of entity conversion.

47-1A-952. Action on a plan of entity conversion.In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:(1)The plan of entity conversion must be adopted by the board of directors;(2)After adopting the plan of entity conversion, the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders 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 shareholders the basis for that determination;(3)The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;(4)If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity 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 organic documents as they will be in effect immediately after the entity conversion;(5)Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the conversion by that voting group exists;(6)If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2005, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended;(7)If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability. Source: SL 2005, ch 239, §224.