reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-1320 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1320 - Notice of appraisal rights.

47-1A-1320. Notice of appraisal rights.If proposed corporate action described in §47-1A-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this §§47-1A-1301 to 47-1A-1331.2, inclusive. If the corporation concludes that appraisal rights are or may be available, a copy of §§47-1A-1301 to 47-1A-1331.2, inclusive, must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.In a merger pursuant to §§47-1A-1105 to 47-1A-1105.2, inclusive, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten days after the corporate action became effective and include the materials described in §§47-1A-1322 to 47-1A-1323, inclusive. Source: SL 2005, ch 239, §287.
SD Codified L § 47-1A-1321 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1321 - Notice of intent to demand payment.

47-1A-1321. Notice of intent to demand payment.If proposed corporate action requiring appraisal rights under §§47-1A-1302 to 47-1A-1302.3, inclusive, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:(1)Must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and(2)Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.A shareholder who does not satisfy the requirements of this section is not entitled to payment under §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §288.
SD Codified L § 47-1A-1322 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1322 - Appraisal notice and form--Delivery to shareholders.

47-1A-1322. Appraisal notice and form--Delivery to shareholders.If proposed corporate action requiring appraisal rights under §47-1A-1302 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision 47-1A-1322.1(1) to all shareholders who satisfied the requirements of §47-1A-1321. In the case of a merger under §§47-1A-1105 to 47-1A-1105.2, inclusive, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. Source: SL 2005, ch 239, §289.
SD Codified L § 47-1A-1322.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1322.1 - Appraisal notice and form--Time limits and content.

47-1A-1322.1. Appraisal notice and form--Time limits and content.The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than ten days after such date and must:(1)Supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (i) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and (ii) that the shareholder did not vote for the transaction;(2)State the following:(a)Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subsection (2)(b);(b)A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the §47-1A-1322 appraisal notice and form are sent, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;(c)The corporation's estimate of the fair value of the shares;(d)That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subsection (2)(b) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and(e)The date by which the notice to withdraw under §§47-1A-1323 to 47-1A-1323.2, inclusive, must be received, which date must be within twenty days after the date specified in subsection (2)(b); and(3)Be accompanied by a copy of §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §290.
SD Codified L § 47-1A-1323 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1323 - Perfection of rights--Right to withdraw.

47-1A-1323. Perfection of rights--Right to withdraw.A shareholder who receives notice pursuant to §§47-1A-1322 and 47-1A-1322.1 and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision 47-1A-1322.1(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under §§47-1A-1325 to 47-1A-1325.3, inclusive. In addition, a shareholder who wishes to exercise appraisal rights must execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subsection 47-1A-1322.1(2)(b). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to §47-1A-1322.1. Source: SL 2005, ch 239, §291.
SD Codified L § 47-1A-1323.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1323.1 - Subsequent withdrawal from appraisal process.

47-1A-1323.1. Subsequent withdrawal from appraisal process.A shareholder who has complied with §47-1A-1322 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subsection 47-1A-1322.1(2)(e). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent. Source: SL 2005, ch 239, §292.
SD Codified L § 47-1A-1323.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1323.2 - Loss of payment upon failure to return form and deposit share certificates.

47-1A-1323.2. Loss of payment upon failure to return form and deposit share certificates.A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in §47-1A-1322.1, is not entitled to payment under this chapter. Source: SL 2005, ch 239, §293.
SD Codified L § 47-1A-1324 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1324 - Payment for shares.

47-1A-1324. Payment for shares.Except as provided in §§47-1A-1325 to 47-1A-1325.3, inclusive, within thirty days after the form required by subsection 47-1A-1322.1(2)(b) is due, the corporation shall pay in cash to those shareholders who complied with §47-1A-1323 the amount the corporation estimates to be the fair value of their shares, plus interest.The payment to each shareholder pursuant to this section must be accompanied by:(1)Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;(2)A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to subsection 47-1A-1322.1(2)(c);(3)A statement that shareholders described in this section have the right to demand further payment under §47-1A-1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter. Source: SL 2005, ch 239, §294.
SD Codified L § 47-1A-1325 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1325 - Withholding of payment for after-acquired shares.

47-1A-1325. Withholding of payment for after-acquired shares.A corporation may elect to withhold payment required by §47-1A-1324 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision 47-1A-1322.1(1). Source: SL 2005, ch 239, §295.
SD Codified L § 47-1A-1325.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1325.1 - Notice required upon withholding of payment for after-acquired shares.

47-1A-1325.1. Notice required upon withholding of payment for after-acquired shares.If the corporation elected to withhold payment under §47-1A-1325, the corporation must, within thirty days after the form required by subsection 47-1A-1322.1(2)(b) is due, notify all shareholders who are described in §47-1A-1325:(1)Of the information required by subdivision 47-1A-1324(1);(2)Of the corporation's estimate of fair value pursuant to subdivision 47-1A-1324(2);(3)That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under §47-1A-1326;(4)That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and(5)That those shareholders who do not satisfy the requirements for demanding appraisal under §47-1A-1326 shall be deemed to have accepted the corporation's offer. Source: SL 2005, ch 239, §296.
SD Codified L § 47-1A-1325.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1325.2 - Payment for shares upon shareholder acceptance of offer in notice.

47-1A-1325.2. Payment for shares upon shareholder acceptance of offer in notice.Within ten days after receiving the shareholder's acceptance pursuant to §47-1A-1325.1, the corporation must pay in cash the amount it offered under subdivision 47-1A-1325.1(2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand. Source: SL 2005, ch 239, §297.
SD Codified L § 47-1A-1325.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1325.3 - Payment for shares of amount offered in notice to specified shareholders.

47-1A-1325.3. Payment for shares of amount offered in notice to specified shareholders.Within forty days after sending the notice described in §47-1A-1325.1, the corporation must pay in cash the amount it offered to pay under subdivision 47-1A-1325.1(2) to each shareholder described in subdivision 47-1A-1325.1(5). Source: SL 2005, ch 239, §298.
SD Codified L § 47-1A-1326 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1326 - Procedure if shareholder dissatisfied with payment or offer.

47-1A-1326. Procedure if shareholder dissatisfied with payment or offer.A shareholder paid pursuant to §47-1A-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under §47-1A-1324. A shareholder offered payment under §§47-1A-1325 to 47-1A-1325.3, inclusive, who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under this section within thirty days after receiving the corporation's payment or offer of payment under §47-1A-1324 or §§47-1A-1325 to 47-1A-1325.3, inclusive, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections. Source: SL 2005, ch 239, §299.
SD Codified L § 47-1A-1330 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1330 - Court action.

47-1A-1330. Court action.If a shareholder makes demand for payment under §47-1A-1326 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to §47-1A-1326 plus interest. Source: SL 2005, ch 239, §300.
SD Codified L § 47-1A-1330.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1330.1 - Venue.

47-1A-1330.1. Venue.The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or, if none in this state, in Hughes County. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Hughes County. Source: SL 2005, ch 239, §301; SL 2008, ch 275, §38.
SD Codified L § 47-1A-1330.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1330.2 - Parties--Service.

47-1A-1330.2. Parties--Service.The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. Source: SL 2005, ch 239, §302.
SD Codified L § 47-1A-1330.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1330.3 - Jurisdiction--Appraisers--Discovery--Jury trial.

47-1A-1330.3. Jurisdiction--Appraisers--Discovery--Jury trial.The jurisdiction of the court in which the proceeding is commenced under §47-1A-1330.1 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial. Source: SL 2005, ch 239, §303.
SD Codified L § 47-1A-1330.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1330.4 - Judgment amount.

47-1A-1330.4. Judgment amount.Each shareholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under §§47-1A-1325 to 47-1A-1325.3, inclusive. Source: SL 2005, ch 239, §304.
SD Codified L § 47-1A-1331 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1331 - Court costs.

47-1A-1331. Court costs.The court in an appraisal proceeding commenced under §§47-1A-1330 to 47-1A-1330.4, inclusive, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §305.
SD Codified L § 47-1A-1331.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1331.1 - Counsel and expert fees and expenses.

47-1A-1331.1. Counsel and expert fees and expenses.The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:(1)Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of §§47-1A-1320, 47-1A-1322, 47-1A-1322.1, 47-1A-1324, or 47-1A-1325 to 47-1A-1325.3, inclusive; or(2)Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. Source: SL 2005, ch 239, §306.
SD Codified L § 47-1A-1331.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1331.2 - Counsel fees to be paid by benefited shareholders.

47-1A-1331.2. Counsel fees to be paid by benefited shareholders.If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.To the extent the corporation fails to make a required payment pursuant to §47-1A-1324, §§47-1A-1325 to 47-1A-1325.3, inclusive, or §47-1A-1326, the shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all costs and expenses of the suit, including counsel fees. Source: SL 2005, ch 239, §307.
SD Codified L § 47-1A-1401 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1401 - Dissolution by incorporators or initial directors.

47-1A-1401. Dissolution by incorporators or initial directors.A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Office of the Secretary of State for filing articles of dissolution that set forth:(1)The name of the corporation;(2)The date of its incorporation;(3)Either that none of the corporation's shares has been issued, or that the corporation has not commenced business;(4)That no debt of the corporation remains unpaid;(5)That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and(6)That a majority of the incorporators or initial directors authorized the dissolution. Source: SL 2005, ch 239, §308.
SD Codified L § 47-1A-1402 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1402 - Proposal to dissolve by board of directors--Requirements for adoption.

47-1A-1402. Proposal to dissolve by board of directors--Requirements for adoption.A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted:(1)The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and(2)The shareholders entitled to vote must approve the proposal to dissolve as provided in §47-1A-1402.3. Source: SL 2005, ch 239, §309.
SD Codified L § 47-1A-1402.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1402.1 - Conditions for submission of proposal for dissolution.

47-1A-1402.1. Conditions for submission of proposal for dissolution.The board of directors may condition its submission of the proposal for dissolution on any basis. Source: SL 2005, ch 239, §310.
SD Codified L § 47-1A-1402.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1402.2 - Meeting of shareholders to consider dissolving corporation--Notice.

47-1A-1402.2. Meeting of shareholders to consider dissolving corporation--Notice.The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Source: SL 2005, ch 239, §311.
SD Codified L § 47-1A-1402.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1402.3 - Votes required for adoption of proposal to dissolve.

47-1A-1402.3. Votes required for adoption of proposal to dissolve.Unless the articles of incorporation or the board of directors acting pursuant to §47-1A-1402.1 require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists. Source: SL 2005, ch 239, §312.