reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-953 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-953 - Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.

47-1A-953. Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall:(1)Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity;(2)State the type of unincorporated entity that the surviving entity will be;(3)Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;(4)If the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached a public organic document. However, in either case, provisions that would not be required to be included in a restated public organic document may be omitted. Source: SL 2005, ch 239, §225.
SD Codified L § 47-1A-953.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-953.1 - Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.

47-1A-953.1. Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall:(1)Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;(2)Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity;(3)Either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted. Source: SL 2005, ch 239, §226.
SD Codified L § 47-1A-953.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-953.2 - Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.

47-1A-953.2. Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall:(1)Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;(2)Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;(3)Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and(4)Either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted. Source: SL 2005, ch 239, §227.
SD Codified L § 47-1A-953.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-953.3 - Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority.

47-1A-953.3. Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority.The articles of entity conversion shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§47-1A-123 and 47-1A-123.1. Articles of entity conversion filed under §47-1A-953 or 47-1A-953.1 may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of §§47-1A-953 to 47-1A-953.3, inclusive, and the other organic law.If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to §§47-1A-1501 to 47-1A-1532, inclusive, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion. Source: SL 2005, ch 239, §228.
SD Codified L § 47-1A-954 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-954 - Surrender of charter upon conversion.

47-1A-954. Surrender of charter upon conversion.Whenever a domestic business corporation has adopted and approved, in the manner required by §§47-1A-950 to 47-1A-956, inclusive, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:(1)The name of the corporation;(2)A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;(3)A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;(4)The jurisdiction under the laws of which the surviving entity will be organized;(5)If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§47-1A-123 and 47-1A-123.1. Source: SL 2005, ch 239, §229.
SD Codified L § 47-1A-955 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-955 - Effect of entity conversion.

47-1A-955. Effect of entity conversion.When a conversion under §§47-1A-950 to 47-1A-956, 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 public organic document and its private organic document become effective;(5)In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective;(6)The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights that they may have under the organic law of the converting entity; and(7)The surviving entity is deemed to:(a)Be incorporated or organized under and subject to the organic law of the converting entity for all purposes;(b)Be the same corporation or unincorporated entity without interruption as the converting entity; and(c)Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. Source: SL 2005, ch 239, §230.
SD Codified L § 47-1A-955.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-955.1 - Effect of conversion of domestic business to a foreign other entity.

47-1A-955.1. Effect of conversion of domestic business to a foreign other entity.When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to:(1)Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion; 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, §231.
SD Codified L § 47-1A-955.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-955.2 - Owner liability only for debts arising after effective time of articles of entity conversion.

47-1A-955.2. Owner liability only for debts arising after effective time of articles of entity conversion.Any shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable 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 2005, ch 239, §232.
SD Codified L § 47-1A-955.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-955.3 - Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.

47-1A-955.3. Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as follows:(1)The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion;(2)The interest holder does not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion;(3)The provisions of the organic law of the unincorporated entity continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the conversion had not occurred;(4)The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (1), as if the conversion had not occurred. Source: SL 2005, ch 239, §233.
SD Codified L § 47-1A-956 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-956 - Abandonment of an entity conversion.

47-1A-956. Abandonment of an entity conversion.Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by §§47-1A-950 to 47-1A-956, inclusive, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the Office of the Secretary of State, but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed 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 entity conversion. Upon filing, the statement shall take effect, and the entity conversion shall be deemed abandoned and does not become effective. Source: SL 2005, ch 239, §234.
SD Codified L § 47-1A-957 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-957 - Cooperative converted to business corporation.

47-1A-957. Cooperative converted to business corporation.Any cooperative may convert itself into a business corporation by adopting an amendment to its articles by which it elects to become subject to chapter 47-1A, together with changes in its articles required by the chapter and other desirable changes permitted by the chapter. Such amendment shall be adopted, filed, and recorded in the manner provided by the law then applicable to the cooperative. The conversion is effective upon the issuance of the certificate of amendment by the secretary of state. Source: SL 2007, ch 258, §1.
SD Codified L § 47-1A-1001 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1001 - Authority to amend.

47-1A-1001. Authority to amend.A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. Source: SL 2005, ch 239, §235.
SD Codified L § 47-1A-1002 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1002 - Amendment before issuance of shares.

47-1A-1002. Amendment before issuance of shares.If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation. Source: SL 2005, ch 239, §236.
SD Codified L § 47-1A-1003 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1003 - Amendment by board of directors and shareholders.

47-1A-1003. Amendment by board of directors and shareholders.If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:(1)The proposed amendment must be adopted by the board of directors;(2)Except as provided in §§47-1A-1005, and 47-1A-1007 to 47-1A-1008, inclusive, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, 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;(3)The board of directors may condition its submission of the amendment to the shareholders on any basis;(4)If the amendment is required to be approved by the shareholders, and 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 amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment;(5)Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), requires a greater vote or a greater number of shares to be present, approval of the amendment requires 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 amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in §47-1A-1004, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists. Source: SL 2005, ch 239, §237.
SD Codified L § 47-1A-1004 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1004 - Voting on amendments by voting groups.

47-1A-1004. Voting on amendments by voting groups.If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:(1)Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;(2)Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;(3)Change the rights, preferences, or limitations of all or part of the shares of the class;(4)Change the shares of all or part of the class into a different number of shares of the same class;(5)Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;(6)Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;(7)Limit or deny an existing preemptive right of all or part of the shares of the class; or(8)Cancel or otherwise affect rights to distributions that have accumulated, but not yet been authorized, on all or part of the shares of the class.If a proposed amendment would affect a series of a class of shares in one or more of the ways described in this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. Source: SL 2005, ch 239, §238.
SD Codified L § 47-1A-1005 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1005 - Amendment by board of directors.

47-1A-1005. Amendment by board of directors.Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:(1)To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;(2)To delete the names and addresses of the initial directors;(3)To change the information required by §59-11-6;(4)If the corporation has only one class of shares outstanding:(a)To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or(b)To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;(5)To change the corporate name by substituting the term, corporation, incorporated, company, limited, or the abbreviation, corp., inc., co., or ltd., for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;(6)To reflect a reduction in authorized shares, as a result of the operation of §47-1A-631, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;(7)To delete a class of shares from the articles of incorporation, as a result of the operation of §47-1A-631, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or(8)To make any change expressly permitted by §§47-1A-602 or 47-1A-602.1 to be made without shareholder approval. Source: SL 2005, ch 239, §239; SL 2008, ch 275, §36.
SD Codified L § 47-1A-1006 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1006 - Articles of amendment.

47-1A-1006. Articles of amendment.After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Office of the Secretary of State, for filing, articles of amendment, which shall set forth:(1)The name of the corporation;(2)The text of each amendment adopted, or the information required by §47-1A-120.2;(3)If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with §47-1A-120.2;(4)The date of each amendment's adoption; and(5)If an amendment:(a)Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;(b)Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or(c)Is being filed pursuant to §47-1A-120.2, a statement to that effect. Source: SL 2005, ch 239, §240.