reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-1432 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1432 - Receivership or custodianship.

47-1A-1432. Receivership or custodianship.A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:(1)The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in such person's own name as receiver of the corporation in all courts of this state;(2)The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the corporation or proceeds from the sale of the assets. Source: SL 2005, ch 239, §336.
SD Codified L § 47-1A-1433 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1433 - Decree of dissolution.

47-1A-1433. Decree of dissolution.If after a hearing the court determines that one or more grounds for judicial dissolution described in §47-1A-1430 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Office of the Secretary of State, who shall file it.After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with §§47-1A-1405 and 47-1A-1405.1 and the notification of claimants in accordance with §§47-1A-1406 to 47-1A-1406.2, inclusive, and 47-1A-1407 to 47-1A-1407.2, inclusive. Source: SL 2005, ch 239, §337.
SD Codified L § 47-1A-1434 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434 - Election to purchase in lieu of dissolution.

47-1A-1434. Election to purchase in lieu of dissolution.In a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election. Source: SL 2005, ch 239, §338.
SD Codified L § 47-1A-1434.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.1 - Filing deadline for election to purchase--Notice of right to participate in election--Participation.

47-1A-1434.1. Filing deadline for election to purchase--Notice of right to participate in election--Participation.An election to purchase pursuant to §§47-1A-1434 to 47-1A-1434.7, inclusive, may be filed with the court at any time within ninety days after the filing of the petition under subdivision 47-1A-1430(2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision 47-1A-1430(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the petitioner's shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition. Source: SL 2005, ch 239, §339.
SD Codified L § 47-1A-1434.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.2 - Agreement on fair value and terms of purchase of shares.

47-1A-1434.2. Agreement on fair value and terms of purchase of shares.If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties. Source: SL 2005, ch 239, §340.
SD Codified L § 47-1A-1434.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.3 - Court determination of fair value of shares when parties unable to reach agreement.

47-1A-1434.3. Court determination of fair value of shares when parties unable to reach agreement.If the parties are unable to reach an agreement as provided for in §47-1A-1434.2, the court, upon application of any party, shall stay the proceedings under subdivision 47-1A-1430(2) and determine the fair value of the petitioner's shares as of the day before the date on which the petition under subdivision 47-1A-1430(2) was filed or as of such other date as the court deems appropriate under the circumstances. Source: SL 2005, ch 239, §341.
SD Codified L § 47-1A-1434.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.4 - Order directing purchase of shares--Terms and conditions--Fees and expenses.

47-1A-1434.4. Order directing purchase of shares--Terms and conditions--Fees and expenses.Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes may not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest may be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subsections 47-1A-1430(2)(b) or (2)(d), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by the petitioner. Source: SL 2005, ch 239, §342.
SD Codified L § 47-1A-1434.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.5 - Dismissal of petition to dissolve corporation.

47-1A-1434.5. Dismissal of petition to dissolve corporation.Upon entry of an order under §47-1A-1434.2 or 47-1A-1434.4, the court shall dismiss the petition to dissolve the corporation under §47-1A-1430, and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court which shall be enforceable in the same manner as any other judgment. Source: SL 2005, ch 239, §343.
SD Codified L § 47-1A-1434.6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.6 - Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.

47-1A-1434.6. Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.The purchase ordered pursuant to §47-1A-1434.4 shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to §§47-1A-1402 to 47-1A-1403.1, inclusive, which articles must then be adopted and filed within fifty days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with the provisions of §§47-1A-1405 to 47-1A-1407.2, inclusive, and the order entered pursuant to §47-1A-1434.4 is no longer of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of §47-1A-1434.4 and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation. Source: SL 2005, ch 239, §344.
SD Codified L § 47-1A-1434.7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1434.7 - Provisions applicable to payment by corporation pursuant to order to purchase shares.

47-1A-1434.7. Provisions applicable to payment by corporation pursuant to order to purchase shares.Any payment by the corporation pursuant to an order under §47-1A-1434.2 or 47-1A-1434.4, other than an award of fees and expenses pursuant to §47-1A-1434.4, is subject to the provisions of §§47-1A-640 to 47-1A-640.5, inclusive. Source: SL 2005, ch 239, §345.
SD Codified L § 47-1A-1440 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1440 - Deposit with state treasurer.

47-1A-1440. Deposit with state treasurer.Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer shall pay that amount. Source: SL 2005, ch 239, §346.
SD Codified L § 47-1A-1501 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1501 - Authority to transact business required.

47-1A-1501. Authority to transact business required.A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of this section:(1)Maintaining, defending, or settling any proceeding;(2)Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;(3)Maintaining bank accounts;(4)Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;(5)Selling through independent contractors;(6)Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(7)Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;(8)Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;(9)Owning, without more, real or personal property;(10)Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and(11)Transacting business in interstate commerce. Source: SL 2005, ch 239, §347.
SD Codified L § 47-1A-1502 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1502 - Consequences of transacting business without authority.

47-1A-1502. Consequences of transacting business without authority.A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. Source: SL 2005, ch 239, §348.
SD Codified L § 47-1A-1502.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1502.1 - Stay of proceeding until necessity for certificate of authority is determined and obtained.

47-1A-1502.1. Stay of proceeding until necessity for certificate of authority is determined and obtained.A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. Source: SL 2005, ch 239, §349.
SD Codified L § 47-1A-1502.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1502.2 - Penalties for transacting business without certificate of authority--Collection.

47-1A-1502.2. Penalties for transacting business without certificate of authority--Collection.A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of one thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this section.Notwithstanding §47-1A-1502, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. Source: SL 2005, ch 239, §350.
SD Codified L § 47-1A-1503 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1503 - Application for certificate of authority.

47-1A-1503. Application for certificate of authority.A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Office of the Secretary of State for filing. The application must set forth:(1)The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of §§47-1A-1506 to 47-1A-1506.4, inclusive;(2)The name of the state or country under whose law it is incorporated;(3)Its date of incorporation and period of duration;(4)The street address of its principal office;(5)The information required by §59-11-6; and(6)The names and usual business addresses of its current directors and officers.The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. Source: SL 2005, ch 239, §351; SL 2008, ch 275, §46.
SD Codified L § 47-1A-1504 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1504 - Amended certificate of authority.

47-1A-1504. Amended certificate of authority.A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Office of the Secretary of State if it changes:(1)Its corporate name;(2)The period of its duration;(3)The state or country of its incorporation; or(4)Any of the information required by §59-11-6.The requirements of §47-1A-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Source: SL 2005, ch 239, §352; SL 2008, ch 275, §47.
SD Codified L § 47-1A-1505 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1505 - Effect of certificate of authority.

47-1A-1505. Effect of certificate of authority.A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. Source: SL 2005, ch 239, §353.
SD Codified L § 47-1A-1506 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1506 - Corporate name of foreign corporation--Use of particular words--Fictitious name.

47-1A-1506. Corporate name of foreign corporation--Use of particular words--Fictitious name.If the corporate name of a foreign corporation does not satisfy the requirements of §§47-1A-401 to 47-1A-401.3, inclusive, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:(1)May add the word, corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., to its corporate name for use in this state; or(2)May use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. Source: SL 2005, ch 239, §354.
SD Codified L § 47-1A-1506.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1506.1 - Corporate name--Distinguishable from specified names.

47-1A-1506.1. Corporate name--Distinguishable from specified names.Except as authorized by §§47-1A-1506.2 and 47-1A-1506.3, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records 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 to 47-1A-403.2, inclusive;(3)The fictitious name of another foreign corporation authorized to transact business in this state;(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 partnership, limited liability partnership, or limited liability limited partnership organized or authorized to transact business in this state. Source: SL 2005, ch 239, §355.
SD Codified L § 47-1A-1506.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1506.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.

47-1A-1506.2. Corporate name--Application to use name not distinguishable from specified names--Authorization.A foreign corporation may apply to the Office of the Secretary of State for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon the records of the Office of the Secretary of State from the name applied for. 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 secretary of state a certified copy of a 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, §356.
SD Codified L § 47-1A-1506.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1506.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.

47-1A-1506.3. Corporate name--Use of name upon merger, reorganization, or acquisition of assets.A foreign corporation may use in this state 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 foreign 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. Source: SL 2005, ch 239, §357.