reglab/housing_qa huggingface dataset:
SD Codified L § 47-25A-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-12 - Abandonment of for-profit conversion.

47-25A-12. Abandonment of for-profit conversion.(a) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the for-profit conversion has become effective, it may be abandoned by the board of directors without action by the members.(b) If a for-profit conversion is abandoned under paragraph (a) after articles of for-profit conversion are filed with the Office of the Secretary of State but before the for-profit conversion has become effective, a statement that the for-profit conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing prior to the effective date of the for-profit conversion. The statement takes effect upon filing and the for-profit conversion is abandoned and does not become effective. Source: SL 2016, ch 221, §27.
SD Codified L § 47-25A-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-13 - Foreign for-profit domestication and conversion.

47-25A-13. Foreign for-profit domestication and conversion.A foreign business corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2016, ch 221, §28.
SD Codified L § 47-25A-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-14 - Articles of domestication and conversion.

47-25A-14. Articles of domestication and conversion.(a) After the conversion of a foreign business corporation to a domestic nonprofit corporation is authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed 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 conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements §§47-22-7 and 47-22-8.1;(2)The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and(3)A statement that the domestication and conversion 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 and conversion in this state.(b) The articles of domestication and conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in §47-22-6. The name of the domesticated corporation must satisfy the requirements of §§47-22-7 and 47-2-2-8.1.(c) The articles of domestication and conversion must be delivered to the Office of the Secretary of State for filing. Source: SL 2016, ch 221, §29.
SD Codified L § 47-25A-15 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-15 - Effect of foreign for-profit domestication and conversion--Liability of shareholder.

47-25A-15. Effect of foreign for-profit domestication and conversion--Liability of shareholder.(a) When a domestication and conversion of a foreign business corporation to a domestic nonprofit corporation 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 and conversion had not occurred;(4)The articles of domestication and conversion, or the articles of incorporation attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation;(5)Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction; and(6)The corporation is deemed to:(i)Be a domestic corporation for all purposes; and(ii)Be the same corporation without interruption as the foreign business corporation.(b) The personal liability of a shareholder of the foreign business corporation who becomes a member of the domestic nonprofit corporation in the domestication and conversion is as follows:(1)The domestication and conversion does not discharge any personal liability under the laws of the foreign jurisdiction to the extent any such personal liability arose before the effective time of the articles of domestication and conversion;(2)The member does not have personal 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 and conversion;(3)The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred;(4)The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred.(c) A shareholder of a foreign business corporation who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication and conversion in this state has personal liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication and conversion. Source: SL 2016, ch 221, §30.
SD Codified L § 47-25A-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-16 - Abandonment of foreign for-profit domestication and conversion.

47-25A-16. Abandonment of foreign for-profit domestication and conversion.If the domestication and conversion of a foreign business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Office of the Secretary of State, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing. The statement takes effect upon filing and the domestication and conversion is abandoned and does not become effective. Source: SL 2016, ch 221, §31.
SD Codified L § 47-25A-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-17 - Effect of conversion.

47-25A-17. Effect of conversion.(a) Except as otherwise prohibited by law, when a conversion under sections §§47-25A-13 to 47-25A-22, inclusive, becomes effective:(1)The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment;(2)The liabilities of the converting entity remain the liabilities of the surviving entity;(3)An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred;(4)In the case of a surviving entity that is a filing entity, its articles of incorporation or governing documents and rules become effective;(5)The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests or securities, or into cash or other property in accordance with the plan of conversion; and the members or of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the governing law of the converting entity; and(6)The surviving entity is deemed to:(i)Be incorporated or organized under and subject to the governing law of the converting entity for all purposes; and(ii)Be the same nonprofit corporation or unincorporated entity without interruption as the converting entity.(b) A member who is subject to personal liability for some or all of the debts, obligations, or liabilities of the surviving entity has personal liability only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion. Source: SL 2016, ch 221, §32.
SD Codified L § 47-25A-18 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-18 - Abandonment of entity conversion.

47-25A-18. Abandonment of entity conversion.(a) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan is adopted and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the members.(b) If an entity conversion is abandoned after articles of entity conversion are filed with the Office of the Secretary of State but before the entity conversion becomes effective, a statement that the entity conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing prior to the effective date of the entity conversion. Upon filing, the statement takes effect and the entity conversion is abandoned and does not become effective. Source: SL 2016, ch 221, §33.
SD Codified L § 47-25A-19 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-19 - Conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-19. Conversion of domestic business corporation to domestic nonprofit corporation.A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion only if incorporating pursuant to this chapter is not prohibited by any other law of this state. If the law of a domestic business corporation does not provide procedures for the approval of either a nonprofit conversion or a merger, a plan of nonprofit conversion must be adopted and approved, and the conversion effectuated in accordance with this chapter. Source: SL 2016, ch 221, §34.
SD Codified L § 47-25A-20 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-20 - Plan of nonprofit conversion.

47-25A-20. Plan of nonprofit conversion.(a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include:(1)The terms and conditions of the conversion;(2)The manner and basis of reclassifying the shareholders in the corporation;(3)Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion;(4)The articles of incorporation to be in effect immediately following the conversion; and(5)Any of the terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.The plan for nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion.(b) After the plan for nonprofit conversion is authorized, the articles of conversion must be signed on behalf of the converting corporation 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 conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of §§47-22-7 and 47-22-8.1;(2)The jurisdiction of incorporation of the corporation immediately before the filing of the articles of conversion and the date the corporation was incorporated; and(3)A statement that the conversion of the corporation in this state was duly authorized as required by the laws of this state.(c) The articles of conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in §47-22-6 and any other desired provisions permitted to be included. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic business corporation must be included.(d) The articles of nonprofit conversion must be delivered to the Office of the Secretary of State for filing. Source: SL 2016, ch 221, §35.
SD Codified L § 47-25A-21 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-21 - Effect of conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-21. Effect of conversion of domestic business corporation to domestic nonprofit corporation.(a) When a conversion of a domestic business corporation to a domestic nonprofit corporation 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 conversion had not occurred;(4)The articles of conversion, or the articles of incorporation attached to the articles of conversion, constitute the articles of incorporation of the corporation;(5)Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of this state; and(6)The corporation is deemed to:(i)Be a domestic nonprofit corporation for all purposes; and(ii)Be the same corporation without interruption.(b) The personal liability of a shareholder of the domestic business corporation who becomes a member of the domestic nonprofit corporation in the conversion is as follows:(1)The conversion does not discharge any personal liability under the laws of this state to the extent any such personal liability arose before the effective time of the articles of conversion;(2)The member does not have personal liability under the laws of this state for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of conversion;(3)The provisions of the laws of this state continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the conversion had not occurred;(4)The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any personal liability preserved by subdivision (1), as if the conversion had not occurred.(c) A shareholder of a domestic business corporation who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its conversion in this state has personal liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of conversion. Source: SL 2016, ch 221, §36.
SD Codified L § 47-25A-22 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-22 - Abandonment of conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-22. Abandonment of conversion of domestic business corporation to domestic nonprofit corporation.If the conversion of a domestic business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of this state after articles of conversion have been filed with the Office of the Secretary of State, a statement that the conversion has been abandoned, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing. The statement takes effect upon filing and the conversion is abandoned and does not become effective. Source: SL 2016, ch 221, §37.
SD Codified L § 47-26-1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-1 - Procedure for dissolution.

47-26-1. Procedure for dissolution.A corporation may dissolve and wind up its affairs in the manner provided by §§47-26-2 to 47-26-4, inclusive. Source: SL 1965, ch 24, §47.
SD Codified L § 47-26-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-2 - Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required.

47-26-2. Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required.Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy. Source: SL 1965, ch 24, §47 (1).
SD Codified L § 47-26-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-3 - Dissolution by board of directors in corporation without members entitled to vote.

47-26-3. Dissolution by board of directors in corporation without members entitled to vote.Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. Source: SL 1965, ch 24, §47 (2).
SD Codified L § 47-26-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-4 - Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets.

47-26-4. Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets.Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter. Source: SL 1965, ch 24, §47.
SD Codified L § 47-26-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-5 - Manner of distribution of assets--Particular assets--Remaining assets.

47-26-5. Manner of distribution of assets--Particular assets--Remaining assets.The assets of a corporation in the process of dissolution shall be applied and distributed as follows:(1)All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;(2)Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;(3)Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;(4)Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;(5)Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter. Source: SL 1965, ch 24, §48.
SD Codified L § 47-26-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-6 - Plan for distribution of assets--Adoption of plan.

47-26-6. Plan for distribution of assets--Adoption of plan.A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28, inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by §§47-26-7 and 47-26-8. Source: SL 1965, ch 24, §49.
SD Codified L § 47-26-6.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-6.1 - Notice to attorney general.

47-26-6.1. Notice to attorney general.At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for distribution of assets required pursuant to §47-26-6 or plan of conversion pursuant to §47-25A-8 or 47-25A-9. Source: SL 2016, ch 221, §14.