reglab/housing_qa huggingface dataset:
SD Codified L § 47-26-34 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-34 - Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs.

47-26-34. Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs.In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. Source: SL 1965, ch 24, §59.
SD Codified L § 47-26-35 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-35 - Discontinuance of liquidation proceedings--Redelivery of assets to corporation.

47-26-35. Discontinuance of liquidation proceedings--Redelivery of assets to corporation.The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets. Source: SL 1965, ch 24, §60.
SD Codified L § 47-26-36 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-36 - Decree of involuntary dissolution--Cessation of corporate existence.

47-26-36. Decree of involuntary dissolution--Cessation of corporate existence.In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease. Source: SL 1965, ch 24, §61.
SD Codified L § 47-26-37 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-37 - Copy of decree filed with secretary of state--Fee.

47-26-37. Copy of decree filed with secretary of state--Fee.In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof. Source: SL 1965, ch 24, §62.
SD Codified L § 47-26-38 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-38 - Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment.

47-26-38. Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment.Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto. Source: SL 1965, ch 24, §63.
SD Codified L § 47-26-39 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-39 - Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy.

47-26-39. Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy.The dissolution of a corporation either:(1)By the issuance of a certificate of dissolution by the secretary of state; or(2)By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or(3)By expiration of its period of duration,shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim. Source: SL 1965, ch 24, §64.
SD Codified L § 47-26-40 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 26 - Nonprofit Corporations Dissolution And Liquidation|Section 47-26-40 - Dissolution by expiration of period of duration--Extension of period of duration.

47-26-40. Dissolution by expiration of period of duration--Extension of period of duration.If a corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time within two years after the date of such dissolution so as to extend its period of duration. Such amendment shall be considered to be a petition for reinstatement under §47-24-14. Source: SL 1965, ch 24, §64; SL 1989, ch 393, §33.
SD Codified L § 47-27-1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-1 - Certificate of authority to do business--Application--Contents of application--Forms--Execution.

47-27-1. Certificate of authority to do business--Application--Contents of application--Forms--Execution.Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth:(1)The name of the corporation and the state or country under the laws of which it is incorporated;(2)The date of incorporation and the period of duration of the corporation;(3)The street address of the principal office of the corporation in the state or country under whose laws it is incorporated;(4)The information required by §59-11-6;(5)The purpose or purposes of the corporation in engaging in business in this state;(6)The names and respective addresses of the directors and officers of the corporation; and(7)Such additional information as may be necessary in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to engage in business in this state.An original and one exact or conforming copy of the application shall be made on forms prescribed and furnished by the secretary of state and shall be executed and acknowledged by the chair of the board of directors, by the corporation's president, or by another of the corporation's officers. Source: SL 1965, ch 24, §69; SL 1989, ch 393, §34; SL 1990, ch 367, §16; SL 2004, ch 280, §6; SL 2008, ch 275, §68.
SD Codified L § 47-27-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-2 - Delivery of application to secretary of state.

47-27-2. Delivery of application to secretary of state.The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in the state or country under whose laws it is incorporated. 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. Source: SL 1965, ch 24, §70; SL 1989, ch 393, §35; SL 2012, ch 222, §9.
SD Codified L § 47-27-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-3 - Approval by secretary of state--Endorsement and filing.

47-27-3. Approval by secretary of state--Endorsement and filing.If the secretary of state finds that an application delivered to him pursuant to §47-27-2 conforms to law, when all fees have been paid as prescribed in chapter 47-28, he shall:(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;(2)File in his office the original of the application and the certificate of existence or equivalent document; and(3)Issue a certificate of authority to conduct affairs in this state to which he shall affix the copy.The certificate of authority, together with the copy of the application affixed thereto, shall be returned to the corporation or its representative. Source: SL 1965, ch 24, §70; SL 1989, ch 393, §36.
SD Codified L § 47-27-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-4 - Issuance of certificate of authority--Authority conferred by certificate.

47-27-4. Issuance of certificate of authority--Authority conferred by certificate.Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in this chapter. Source: SL 1965, ch 24, §71.
SD Codified L § 47-27-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-5 - Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.

47-27-5. Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in chapters 47-22 to 47-28, inclusive, shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation. Source: SL 1965, ch 24, §65.
SD Codified L § 47-27-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-6 - Certificate as conferring no greater rights than those enjoyed by local corporations.

47-27-6. Certificate as conferring no greater rights than those enjoyed by local corporations.A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as otherwise provided in chapters 47-22 to 47-28, inclusive, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. Source: SL 1965, ch 24, §66.
SD Codified L § 47-27-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-7 - Corporate name as affecting right to certificate--Purpose indicated by name.

47-27-7. Corporate name as affecting right to certificate--Purpose indicated by name.No certificate of authority shall be issued to a foreign corporation if the corporate name of such corporation shall contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. Source: SL 1965, ch 24, §67 (1).
SD Codified L § 47-27-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-8 - Name similar to or same as other corporation.

47-27-8. Name similar to or same as other corporation.No certificate of authority may be issued to any corporation unless its corporate name conforms to the requirements of chapter 47-22 pertaining to names of corporations. Source: SL 1965, ch 24, §67 (2); SL 1989, ch 393, §37; SL 1992, ch 323, §2.
SD Codified L § 47-27-9 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-9 - Change of name to prohibited name--Suspension of certificate of authority.

47-27-9. Change of name to prohibited name--Suspension of certificate of authority.Whenever a foreign corporation which is authorized to conduct affairs in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and it shall not thereafter do or engage in any business in this state until it has changed its name to a name which is available to it under the laws of this state. Source: SL 1965, ch 24, §68.
SD Codified L § 47-27-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-10 - Certificate as not authorizing acts prohibited locally.

47-27-10. Certificate as not authorizing acts prohibited locally.No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under chapter 47-22 is prohibited from conducting. Source: SL 1965, ch 24, §65.
SD Codified L § 47-27-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-11 - Certificate as requisite for doing business.

47-27-11. Certificate as requisite for doing business.No foreign corporation shall have the right to do or engage in any business in this state until it shall have procured a certificate of authority so to do from the secretary of state. Source: SL 1965, ch 24, §65.
SD Codified L § 47-27-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-12 - Failure to obtain certificate as barring suit within state.

47-27-12. Failure to obtain certificate as barring suit within state.No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim, or demand arising out of the conduct of affairs by such corporation in this state, until a certificate of authority shall have been obtained by such corporation or by a corporation which has acquired all or substantially all of its assets. Source: SL 1965, ch 24, §82.
SD Codified L § 47-27-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-13 - Failure to obtain certificate as not barring defense to action within state.

47-27-13. Failure to obtain certificate as not barring defense to action within state.The failure of a foreign corporation to obtain a certificate of authority to do or engage in any business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this state. Source: SL 1965, ch 24, §82.
SD Codified L § 47-27-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-14 - Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general.

47-27-14. Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general.A foreign corporation which does or engages in any business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it did or engaged in any business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by chapter 47-28 upon such corporation had it duly applied for and received a certificate of authority to do or engage in any business in this state as required by this chapter and thereafter filed all reports required by this chapter and chapter 47-28, plus all interest and penalties imposed by this chapter or chapter 47-28 for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section. Source: SL 1965, ch 24, §82.
SD Codified L § 47-27-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-17 - Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority.

47-27-17. Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority.Any foreign corporation authorized to do or engage in business in this state shall procure an amended certificate of authority if it changes its corporate name or desires to pursue other or additional purposes than those set forth in its application for a certificate of authority by making application therefor to the secretary of state.The requirements for the form and contents of such application, manner of its execution, filing of an original and one exact or conforming copy of the application with the secretary of state, issuance of an amended certificate of authority and effect thereof are the same as for an original application for a certificate of authority. Source: SL 1965, ch 24, §77; SL 1990, ch 367, §17.
SD Codified L § 47-27-18 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-18 - Annual reports by foreign corporations.

47-27-18. Annual reports by foreign corporations.Any foreign corporation authorized to engage in business in this state, shall file an annual report pursuant to §§59-11-24 to 59-11-26, inclusive. Source: SL 1965, ch 24, §83; SL 1966, ch 21; SL 1967, ch 14, §3; SL 1989, ch 393, §40; SL 2004, ch 280, §10; SL 2008, ch 275, §69.
SD Codified L § 47-27-29 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-29 - Contract or tort within state as consent to serve secretary of state.

47-27-29. Contract or tort within state as consent to serve secretary of state.If a foreign corporation makes a contract with a resident of South Dakota to be performed in whole or in part by either party in South Dakota, or if such foreign corporation commits a tort in whole or in part in South Dakota against a resident of South Dakota, such acts shall be deemed to be doing business in South Dakota by the foreign corporation and shall be deemed equivalent to the appointment by the foreign corporation of the secretary of state of the State of South Dakota and his successors to be its true and lawful attorney upon whom may be served all lawful process in any actions or proceedings against the foreign corporation arising from or growing out of such contract or tort. The making of the contract or the committing of the tort shall be deemed to be the agreement of the foreign corporation that any process against it which is so served upon the secretary of state shall be of the same legal force and effect as if served personally within the State of South Dakota. Source: SL 1965, ch 24, §74.
SD Codified L § 47-27-32 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 27 - Foreign Nonprofit Corporations|Section 47-27-32 - Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.

47-27-32. Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:(1)The name of the corporation and the state or country under whose laws it is incorporated;(2)That the corporation is not doing or engaging in any business in this state;(3)That the corporation surrenders its authority to do or engage in any business in this state;(4)That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on such corporation by service thereof on the secretary of state; and(5)A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on him.The original application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the chairman of the board, by the corporation's president or by another of the corporation's officers, or, if the corporation is in the hands of a receiver, trustee or by other court-appointed fiduciary, by that fiduciary. Source: SL 1965, ch 24, §78; SL 1989, ch 393, §43; SL 2012, ch 222, §10.