reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-1107 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1107 - Effect of merger or share exchange.

47-1A-1107. Effect of merger or share exchange.When a merger becomes effective:(1)The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;(2)The separate existence of every corporation or eligible entity that is merged into the survivor ceases;(3)All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;(4)All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor;(5)The name of the survivor may, but need not, be substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;(6)The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger;(7)The articles of incorporation or organic documents of a survivor that is created by the merger become effective; and(8)The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under §§47-1A-1301 to 47-1A-1331.2, inclusive, or the organic law of the eligible entity. Source: SL 2005, ch 239, §266.
SD Codified L § 47-1A-1107.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1107.1 - Rights of shares of domestic corporation exchanged.

47-1A-1107.1. Rights of shares of domestic corporation exchanged.When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §267.
SD Codified L § 47-1A-1107.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1107.2 - Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange.

47-1A-1107.2. Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange.Any person who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or share exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or share exchange. Source: SL 2005, ch 239, §268.
SD Codified L § 47-1A-1107.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1107.3 - Effect of merger on surviving foreign corporation or foreign eligible entity.

47-1A-1107.3. Effect of merger on surviving foreign corporation or foreign eligible entity.Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to:(1)Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in §§59-11-16 to 59-11-19, inclusive; and(2)Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§47-1A-1301 to 47-1A-1331.2, inclusive. Source: SL 2005, ch 239, §269; SL 2008, ch 275, §37.
SD Codified L § 47-1A-1107.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1107.4 - Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange.

47-1A-1107.4. Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange.The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger or share exchange shall be as follows:(1)The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange;(2)The person does not have owner liability under the organic law of the entity in which the person was a shareholder or interest holder prior to the merger or share exchange for any debt, obligation, or liability that arises after the effective time of the articles of merger or share exchange;(3)The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred;(4)The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred. Source: SL 2005, ch 239, §270.
SD Codified L § 47-1A-1108 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1108 - Abandonment of a merger or share exchange.

47-1A-1108. Abandonment of a merger or share exchange.Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.If a merger or share exchange is abandoned under this section after articles of merger or share exchange have been filed with the Office of the Secretary of State but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and does not become effective. Source: SL 2005, ch 239, §271.
SD Codified L § 47-1A-1201 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1201 - Disposition of assets not requiring shareholder approval.

47-1A-1201. Disposition of assets not requiring shareholder approval.No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:(1)To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;(2)To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;(3)To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or(4)To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares. Source: SL 2005, ch 239, §272.
SD Codified L § 47-1A-1202 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202 - Shareholder approval of certain dispositions.

47-1A-1202. Shareholder approval of certain dispositions.A sale, lease, exchange, or other disposition of assets, other than a disposition described in §47-1A-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent of total assets at the end of the most recently completed fiscal year, and twenty-five percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity. Source: SL 2005, ch 239, §273.
SD Codified L § 47-1A-1202.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.1 - Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.

47-1A-1202.1. Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.A disposition that requires approval of the shareholders under §47-1A-1202 shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.The board of directors may condition its submission of a disposition to the shareholders under this section on any basis. Source: SL 2005, ch 239, §274.
SD Codified L § 47-1A-1202.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.2 - Meeting of shareholders to consider disposition--Notice.

47-1A-1202.2. Meeting of shareholders to consider disposition--Notice.If a disposition is required to be approved by the shareholders under §47-1A-1202, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation. Source: SL 2005, ch 239, §275.
SD Codified L § 47-1A-1202.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.3 - Votes required for approval of disposition.

47-1A-1202.3. Votes required for approval of disposition.Unless the articles of incorporation or the board of directors acting pursuant to §47-1A-1202.1 requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders 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 on the disposition exists. Source: SL 2005, ch 239, §276.
SD Codified L § 47-1A-1202.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.4 - Abandonment of disposition.

47-1A-1202.4. Abandonment of disposition.After a disposition has been approved by the shareholders under §47-1A-1202.1, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition. Source: SL 2005, ch 239, §277.
SD Codified L § 47-1A-1202.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.5 - Provisions not governing disposition of assets in course of dissolution.

47-1A-1202.5. Provisions not governing disposition of assets in course of dissolution.A disposition of assets in the course of dissolution under §§47-1A-1401 to 47-1A-1440, inclusive, is not governed by §§47-1A-1202 to 47-1A-1202.6, inclusive. Source: SL 2005, ch 239, §278.
SD Codified L § 47-1A-1202.6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1202.6 - Assets of direct or indirect consolidated subsidiary considered assets of parent corporation.

47-1A-1202.6. Assets of direct or indirect consolidated subsidiary considered assets of parent corporation.The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of §§47-1A-1202 to 47-1A-1202.6, inclusive. Source: SL 2005, ch 239, §279.
SD Codified L § 47-1A-1301 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1301 - Definitions.

47-1A-1301. Definitions.Terms used in §§47-1A-1301 to 47-1A-1331.2, inclusive, mean:(1)"Affiliate," any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of subdivision 47-1A-1302.1(4), a person is deemed to be an affiliate of its senior executives;(2)"Beneficial shareholder," any person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;(3)"Corporation," the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in §§47-1A-1321 to 47-1A-1331.2, inclusive, includes the surviving entity in a merger;(4)"Fair value," the value of the corporation's shares determined:(a)Immediately before the effectuation of the corporate action to which the shareholder objects;(b)Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and(c)Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to subdivision 47-1A-1302(5);(5)"Interest," interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action;(6)"Preferred shares," any class or series of shares whose holders have preference over any other class or series with respect to distributions;(7)"Record shareholder," the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation;(8)"Senior executive," the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function;(9)"Shareholder," both a record shareholder and a beneficial shareholder. Source: SL 2005, ch 239, §280.
SD Codified L § 47-1A-1302 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1302 - Right to appraisal.

47-1A-1302. Right to appraisal.A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:(1)Consummation of a merger to which the corporation is a party under either of the following circumstances:(a)Shareholder approval is required for the merger by §47-1A-1104 and the shareholder is entitled to vote on the merger, except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or(b)The corporation is a subsidiary and the merger is governed by §§47-1A-1105 to 47-1A-1105.2, inclusive;(2)Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;(3)Consummation of a disposition of assets pursuant to §§47-1A-1202 to 47-1A-1202.6, inclusive, if the shareholder is entitled to vote on the disposition;(4)An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;(5)Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;(6)Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication; or(7)Consummation of a conversion of the corporation to an unincorporated entity pursuant to §§47-1A-950 to 47-1A-956, inclusive. Source: SL 2005, ch 239, §281.
SD Codified L § 47-1A-1302.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1302.2 - Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application.

47-1A-1302.2. Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application.Notwithstanding any other provision of §§47-1A-1302 to 47-1A-1302.3, inclusive, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment does not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights. Source: SL 2005, ch 239, §283.
SD Codified L § 47-1A-1302.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1302.3 - Challenge of specified completed corporate actions--Limitation.

47-1A-1302.3. Challenge of specified completed corporate actions--Limitation.No shareholder may challenge a completed corporate action described in §47-1A-1302, other than those subscribed in subdivisions 47-1A-1302.1(3) and (4), unless such corporate action:(1)Was not effectuated in accordance with the applicable provisions of §§47-1A-901 to 47-1A-1202.6, inclusive, or the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the corporate action; or(2)Was procured as a result of fraud or material misrepresentation. Source: SL 2005, ch 239, §284.
SD Codified L § 47-1A-1303 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1303 - Assertion of appraisal rights by record shareholders for part of shares in name.

47-1A-1303. Assertion of appraisal rights by record shareholders for part of shares in name.A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this section shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders. Source: SL 2005, ch 239, §285.
SD Codified L § 47-1A-1303.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1303.1 - Assertion of appraisal rights of beneficial shareholder.

47-1A-1303.1. Assertion of appraisal rights of beneficial shareholder.A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:(1)Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subsection 47-1A-1322.1(2)(b); and(2)Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder. Source: SL 2005, ch 239, §286.