reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-1403 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1403 - Articles of dissolution--Content--Filing--Effective date.

47-1A-1403. Articles of dissolution--Content--Filing--Effective date.At any time after dissolution is authorized, the corporation may dissolve by delivering to the Office of the Secretary of State for filing articles of dissolution setting forth:(1)The name of the corporation;(2)The date dissolution was authorized; and(3)If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.A corporation is dissolved upon the effective date of its articles of dissolution. Source: SL 2005, ch 239, §313.
SD Codified L § 47-1A-1403.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1403.1 - Dissolved corporation defined.

47-1A-1403.1. Dissolved corporation defined.For purposes of §§47-1A-1401 to 47-1A-1409, inclusive, the term, dissolved corporation, means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. Source: SL 2005, ch 239, §314.
SD Codified L § 47-1A-1404 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1404 - Revocation of dissolution.

47-1A-1404. Revocation of dissolution.A corporation may revoke its dissolution within one hundred twenty days of its effective date. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1)The name of the corporation;(2)The effective date of the dissolution that was revoked;(3)The date that the revocation of dissolution was authorized;(4)If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;(5)If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6)If shareholder action was required to revoke the dissolution, the information required by subdivision 47-1A-1403(3).Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. Source: SL 2005, ch 239, §315.
SD Codified L § 47-1A-1405 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1405 - Effect of dissolution.

47-1A-1405. Effect of dissolution.A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1)Collecting its assets;(2)Disposing of its properties that will not be distributed in kind to its shareholders;(3)Discharging or making provision for discharging its liabilities;(4)Distributing its remaining property among its shareholders according to their interests; and(5)Doing every other act necessary to wind up and liquidate its business and affairs. Source: SL 2005, ch 239, §316.
SD Codified L § 47-1A-1405.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1405.1 - Limitations on effect of dissolution.

47-1A-1405.1. Limitations on effect of dissolution.Dissolution of a corporation does not:(1)Transfer title to the corporation's property;(2)Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(3)Subject its directors or officers to standards of conduct different from those prescribed in §§47-1A-801 to 47-1A-863.3, inclusive;(4)Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;(5)Prevent commencement of a proceeding by or against the corporation in its corporate name;(6)Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(7)Terminate the authority of the registered agent of the corporation. Source: SL 2005, ch 239, §317.
SD Codified L § 47-1A-1406 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1406 - Known claims against dissolved corporation.

47-1A-1406. Known claims against dissolved corporation.A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. The written notice must:(1)Describe information that must be included in a claim;(2)Provide a mailing address where a claim may be sent;(3)State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4)State that the claim will be barred if not received by the deadline. Source: SL 2005, ch 239, §318.
SD Codified L § 47-1A-1406.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1406.1 - Bar on known claims against dissolved corporation.

47-1A-1406.1. Bar on known claims against dissolved corporation.A claim against the dissolved corporation is barred:(1)If a claimant who was given written notice under §47-1A-1406 does not deliver the claim to the dissolved corporation by the deadline; or(2)If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. Source: SL 2005, ch 239, §319.
SD Codified L § 47-1A-1406.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1406.2 - Claim exclusions.

47-1A-1406.2. Claim exclusions.For purposes of §§47-1A-1406 and 47-1A-1406.1, the term, claim, does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Source: SL 2005, ch 239, §320.
SD Codified L § 47-1A-1407 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1407 - Other claims against dissolved corporation--Publication of notice of dissolution.

47-1A-1407. Other claims against dissolved corporation--Publication of notice of dissolution.A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice must:(1)Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or, if none in this state, in Hughes County;(2)Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3)State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. Source: SL 2005, ch 239, §321; SL 2008, ch 275, §39.
SD Codified L § 47-1A-1407.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1407.1 - Time for bringing action to enforce claim against dissolved corporation after notice publication.

47-1A-1407.1. Time for bringing action to enforce claim against dissolved corporation after notice publication.If the dissolved corporation publishes a newspaper notice in accordance with §47-1A-1407, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice:(1)A claimant who was not given written notice under §§47-1A-1406 to 47-1A-1406.2, inclusive;(2)A claimant whose claim was timely sent to the dissolved corporation but not acted on;(3)A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. Source: SL 2005, ch 239, §322.
SD Codified L § 47-1A-1407.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1407.2 - Enforcement of claims against dissolved corporations.

47-1A-1407.2. Enforcement of claims against dissolved corporations.A claim that is not barred by §47-1A-1406 or 47-1A-1407.1 may be enforced:(1)Against the dissolved corporation, to the extent of its undistributed assets; or(2)Except as provided in §47-1A-1408.1, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder. Source: SL 2005, ch 239, §323.
SD Codified L § 47-1A-1408 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1408 - Court proceedings for determination of amount and form of security for contingent, unknown, or future claims.

47-1A-1408. Court proceedings for determination of amount and form of security for contingent, unknown, or future claims.A dissolved corporation that has published a notice under §§47-1A-1407 to 47-1A-1407.2, inclusive, may file an application with the circuit court of the county where the dissolved corporation's principal office is located, or, if none in this state, with the circuit court of Hughes County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under §47-1A-1407.1.Within ten days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation. Source: SL 2005, ch 239, §324; SL 2008, ch 275, §40.
SD Codified L § 47-1A-1408.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1408.1 - Court-ordered security satisfaction for contingent, unknown, or future claims.

47-1A-1408.1. Court-ordered security satisfaction for contingent, unknown, or future claims.Provision by the dissolved corporation for security in the amount and the form ordered by the court under §47-1A-1408 shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation. Source: SL 2005, ch 239, §325.
SD Codified L § 47-1A-1409 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1409 - Director duties.

47-1A-1409. Director duties.Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.Directors of a dissolved corporation which has disposed of claims under §§47-1A-1406 to 47-1A-1406.2, inclusive, 47-1A-1407 to 47-1A-1407.2, inclusive, or 47-1A-1408 and 47-1A-1408.1, are not liable for breach of this section with respect to claims against the dissolved corporation that are barred or satisfied under §§47-1A-1406 to 47-1A-1406.2, inclusive, 47-1A-1407 to 47-1A-1407.2, inclusive, or 47-1A-1408 and 47-1A-1408.1. Source: SL 2005, ch 239, §326.
SD Codified L § 47-1A-1420 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1420 - Grounds for administrative dissolution.

47-1A-1420. Grounds for administrative dissolution.The Office of the Secretary of State may commence a proceeding under §47-1A-1421 to administratively dissolve a corporation if:(1)The corporation does not pay within sixty days after they are due any filing fees or penalties imposed by this chapter or other law;(2)The corporation does not deliver its annual report to the Office of the Secretary of State within sixty days after it is due;(3)The corporation is without a registered agent in this state for sixty days or more;(4)The corporation does not notify the Office of the Secretary of State within sixty days that its registered agent has been changed or that its registered agent has resigned; or(5)The corporation's period of duration stated in its articles of incorporation expires. Source: SL 2005, ch 239, §327; SL 2008, ch 275, §41.
SD Codified L § 47-1A-1421 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1421 - Procedure for and effect of administrative dissolution.

47-1A-1421. Procedure for and effect of administrative dissolution.If the Office of the Secretary of State determines that one or more grounds exist under §47-1A-1420 for dissolving a corporation, the Office of the Secretary of State shall serve the corporation with written notice of that determination. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Office of the Secretary of State that each ground determined by the Office of the Secretary of State does not exist within sixty days after service of the notice is perfected, the Office of the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Office of the Secretary of State shall file the original of the certificate and serve a copy on the corporation.A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under §§47-1A-1405 and 47-1A-1405.1 and notify claimants under §§47-1A-1406 to 47-1A-1406.2, inclusive, and 47-1A-1407 to 47-1A-1407.2, inclusive.The administrative dissolution of a corporation does not terminate the authority of its registered agent. Source: SL 2005, ch 239, §328; SL 2008, ch 275, §42.
SD Codified L § 47-1A-1422 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1422 - Reinstatement following administrative dissolution.

47-1A-1422. Reinstatement following administrative dissolution.A corporation administratively dissolved under §47-1A-1421 may apply to the Office of the Secretary of State for reinstatement any time after the effective date of dissolution. The application must:(1)Recite the name of the corporation and the effective date of its administrative dissolution;(2)State that the ground or grounds for dissolution either did not exist or have been eliminated;(3)State that the corporation's name satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive; and(4)Contain a certificate from the Department of Revenue in this state reciting that all taxes and fees administered and collected by the department which are owed by the corporation have been paid.If the Office of the Secretary of State determines that the application contains the information required by this section and that the information is correct, the Office of the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation.When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. Source: SL 2005, ch 239, §329; SL 2008, ch 275, §43; SL 2011, ch 1 (Ex. Ord. 11-1), §161, eff. Apr. 12, 2011.
SD Codified L § 47-1A-1423 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1423 - Appeal from denial of reinstatement.

47-1A-1423. Appeal from denial of reinstatement.If the Office of the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Office of the Secretary of State shall serve the corporation with a written notice that explains the reason or reasons for denial.The corporation may appeal the denial of reinstatement to the circuit court within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Office of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Office of the Secretary of State's notice of denial.The court may summarily order the Office of the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed as in other civil proceedings. Source: SL 2005, ch 239, §330; SL 2008, ch 275, §44.
SD Codified L § 47-1A-1430 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1430 - Grounds for judicial dissolution.

47-1A-1430. Grounds for judicial dissolution.The circuit court may dissolve a corporation:(1)In a proceeding by the attorney general if it is established that:(a)The corporation obtained its articles of incorporation through fraud; or(b)The corporation has continued to exceed or abuse the authority conferred upon it by law;(2)In a proceeding by a shareholder if it is established that:(a)The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;(b)The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;(c)The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or(d)The corporate assets are being misapplied or wasted;(3)In a proceeding by a creditor if it is established that:(a)The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or(b)The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or(4)In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. Source: SL 2005, ch 239, §331.
SD Codified L § 47-1A-1431 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1431 - Venue.

47-1A-1431. Venue.Venue for a proceeding by the attorney general to dissolve a corporation lies in Hughes County. Venue for a proceeding brought by any other party named in §47-1A-1430 lies in the county where a corporation's principal office is or was last located, or, if none in this state, in Hughes County. Source: SL 2005, ch 239, §332; SL 2008, ch 275, §45.
SD Codified L § 47-1A-1431.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1431.1 - Shareholders as parties.

47-1A-1431.1. Shareholders as parties.It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. Source: SL 2005, ch 239, §333.
SD Codified L § 47-1A-1431.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1431.2 - Authority of court until full hearing held.

47-1A-1431.2. Authority of court until full hearing held.A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. Source: SL 2005, ch 239, §334.
SD Codified L § 47-1A-1431.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-1431.3 - Shareholder right to avoid dissolution by purchase of petitioner shares--Notice.

47-1A-1431.3. Shareholder right to avoid dissolution by purchase of petitioner shares--Notice.Within ten days of the commencement of a proceeding under subdivision 47-1A-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under §§47-1A-1434 to 47-1A-1434.7, inclusive and accompanied by a copy of §§47-1A-1434 to 47-1A-1434.7, inclusive. Source: SL 2005, ch 239, §335.