reglab/housing_qa huggingface dataset:
SD Codified L § 47-26-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-7 - Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.

47-26-7. Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meeting of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. Source: SL 1965, ch 24, §49 (1).
SD Codified L § 47-26-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-8 - Adoption of plan by corporation having no members entitled to vote.

47-26-8. Adoption of plan by corporation having no members entitled to vote.Where there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Source: SL 1965, ch 24, §49 (2).
SD Codified L § 47-26-9 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-9 - Articles of dissolution--Time for adoption--Contents.

47-26-9. Articles of dissolution--Time for adoption--Contents.If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, an original articles of dissolution shall be executed by the chairman of its board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary, which statement shall set forth:(1)The name of the corporation;(2)If there are members entitled to vote thereon:(a)A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or(b)A statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;(3)If there are no members or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office;(4)That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;(5)A copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was so adopted;(6)That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and(7)That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit. Source: SL 1965, ch 24, §51; SL 1989, ch 393, §29; SL 2012, ch 222, §7.
SD Codified L § 47-26-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-10 - Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution.

47-26-10. Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution.The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of dissolution conform to law, when all fees have been paid as prescribed in chapter 47-28, the secretary of state shall:(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;(2)File the original in his office; and(3)Issue a certificate of dissolution to which he shall affix the copy.The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto, shall be returned to the representative of the dissolved corporation. Source: SL 1965, ch 24, §52; SL 1989, ch 393, §30; SL 2012, ch 222, §8.
SD Codified L § 47-26-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-11 - Cessation of corporate existence--Exceptions.

47-26-11. Cessation of corporate existence--Exceptions.Upon the issuance of a certificate of dissolution pursuant to §47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter. Source: SL 1965, ch 24, §52.
SD Codified L § 47-26-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-12 - Revocation of dissolution action--Procedure.

47-26-12. Revocation of dissolution action--Procedure.A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§47-26-13 and 47-26-14. Source: SL 1965, ch 24, §50.
SD Codified L § 47-26-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-13 - Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required.

47-26-13. Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required.Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation 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 revoking the voluntary dissolution proceedings, 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 revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. Source: SL 1965, ch 24, §50 (1).
SD Codified L § 47-26-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-14 - Revocation in corporation having no members entitled to vote.

47-26-14. Revocation in corporation having no members entitled to vote.Where there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Source: SL 1965, ch 24, §50 (2).
SD Codified L § 47-26-15 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-15 - Effect of adoption of revocation resolution.

47-26-15. Effect of adoption of revocation resolution.Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs. Source: SL 1965, ch 24, §50.
SD Codified L § 47-26-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-16 - Involuntary dissolution by court decree--Action by attorney general--Grounds of action.

47-26-16. Involuntary dissolution by court decree--Action by attorney general--Grounds of action.The provisions of §47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that:(1)The corporation procured its articles of incorporation through fraud; or(2)The corporation has continued to exceed or abuse the authority conferred upon it by law. Source: SL 1965, ch 24, §53; SL 1967, ch 14, §1; SL 1989, ch 393, §31.
SD Codified L § 47-26-19 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-19 - Venue of attorney general's action--Service of process.

47-26-19. Venue of attorney general's action--Service of process.Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the circuit court for the county in which the registered office of the corporation is situated, or in the circuit court for Hughes County. Summons shall issue and be served as in other civil actions. Source: SL 1965, ch 24, §55.
SD Codified L § 47-26-20 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-20 - Service by publication--Contents of publication--Newspaper of publication.

47-26-20. Service by publication--Contents of publication--Newspaper of publication.If process in an action for the involuntary dissolution of a corporation is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. If no newspaper is published in the county where the registered office of the corporation is situated, publication of such notice shall be made in some newspaper having general circulation in the community where such registered office is situated. Source: SL 1965, ch 24, §55.
SD Codified L § 47-26-21 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-21 - Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default.

47-26-21. Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default.The attorney general may include in one notice published pursuant to §47-26-20 the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than thirty days after the first publication of such notice. Source: SL 1965, ch 24, §55.
SD Codified L § 47-26-22 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-22 - Power of court in liquidation proceedings--Actions by member or director.

47-26-22. Power of court in liquidation proceedings--Actions by member or director.Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a member or director when it is made to appear:(1)That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or(2)That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or(3)That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or(4)That the corporate assets are being misapplied or wasted; or(5)That the corporation is unable to carry out its purposes. Source: SL 1965, ch 24, §56 (1).
SD Codified L § 47-26-23 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-23 - Power of court in liquidation proceedings--Action by creditor.

47-26-23. Power of court in liquidation proceedings--Action by creditor.Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a creditor:(1)When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or(2)When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent. Source: SL 1965, ch 24, §56 (2).
SD Codified L § 47-26-24 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-24 - Power of court in liquidation proceedings--Application by corporation.

47-26-24. Power of court in liquidation proceedings--Application by corporation.Courts of equity shall have full power to liquidate the assets and affairs of a corporation upon application by a corporation to have its dissolution continued under the supervision of the court. Source: SL 1965, ch 24, §56 (3).
SD Codified L § 47-26-25 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-25 - Power of court in liquidation proceedings--Action by attorney general.

47-26-25. Power of court in liquidation proceedings--Action by attorney general.Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. Source: SL 1965, ch 24, §56 (4).
SD Codified L § 47-26-26 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-26 - Venue of actions.

47-26-26. Venue of actions.Proceedings under §§47-26-22 to 47-26-25, inclusive, shall be brought in the county in which the registered office or the principal office of the corporation is situated. Source: SL 1965, ch 24, §56.
SD Codified L § 47-26-27 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-27 - Proper parties to action.

47-26-27. Proper parties to action.It shall not be necessary to make directors or members parties to any action or proceedings under §§47-26-22 to 47-26-25, inclusive, unless relief is sought against them personally. Source: SL 1965, ch 24, §56.
SD Codified L § 47-26-28 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-28 - Preservation of corporate assets--Injunctions and receivers.

47-26-28. Preservation of corporate assets--Injunctions and receivers.In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as may be required to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had. Source: SL 1965, ch 24, §57.
SD Codified L § 47-26-29 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-29 - Appointment of liquidating receiver--Authority of receiver--Order appointing receiver.

47-26-29. Appointment of liquidating receiver--Authority of receiver--Order appointing receiver.After a hearing had upon such notice as the court may direct to be given to all parties to proceedings to liquidate the assets and affairs of a corporation and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings. Source: SL 1965, ch 24, §57.
SD Codified L § 47-26-30 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-30 - Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets.

47-26-30. Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets.The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:(1)All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied 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 or liquidation, 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 or liquidation, 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 or liquidating corporation, pursuant to a plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, 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 or liquidating corporation as the court may direct;(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 not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct. Source: SL 1965, ch 24, §57.
SD Codified L § 47-26-31 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-31 - Expenses of liquidation--Compensation of receiver--Attorneys' fees.

47-26-31. Expenses of liquidation--Compensation of receiver--Attorneys' fees.The court in proceedings to liquidate the assets and affairs of a corporation shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets. Source: SL 1965, ch 24, §57.
SD Codified L § 47-26-32 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-32 - Capacity of receiver to sue and be sued--Jurisdiction of court.

47-26-32. Capacity of receiver to sue and be sued--Jurisdiction of court.A receiver of a corporation appointed under the provisions of §47-26-28 or 47-26-29 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated. Source: SL 1965, ch 24, §57.
SD Codified L § 47-26-33 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-33 - Qualifications of receiver--Bond.

47-26-33. Qualifications of receiver--Bond.A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require. Source: SL 1965, ch 24, §58.