reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1324 - Payment for shares.

47-1A-1324. Payment for shares.
Except as provided in §§47-1A-1325 to 47-1A-1325.3, inclusive, within thirty days after the form required by subsection 47-1A-1322.1(2)(b) is due, the corporation shall pay in cash to those shareholders who complied with §47-1A-1323 the amount the corporation estimates to be the fair value of their shares, plus interest.
The payment to each shareholder pursuant to this section must be accompanied by:
(1)Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2)A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to subsection 47-1A-1322.1(2)(c);
(3)A statement that shareholders described in this section have the right to demand further payment under §47-1A-1326 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.
Source:
SL 2005, ch 239, §294.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1325 - Withholding of payment for after-acquired shares.

47-1A-1325. Withholding of payment for after-acquired shares.
A corporation may elect to withhold payment required by §47-1A-1324 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision 47-1A-1322.1(1).
Source:
SL 2005, ch 239, §295.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1325.1 - Notice required upon withholding of payment for after-acquired shares.

47-1A-1325.1. Notice required upon withholding of payment for after-acquired shares.
If the corporation elected to withhold payment under §47-1A-1325, the corporation must, within thirty days after the form required by subsection 47-1A-1322.1(2)(b) is due, notify all shareholders who are described in §47-1A-1325:
(1)Of the information required by subdivision 47-1A-1324(1);
(2)Of the corporation's estimate of fair value pursuant to subdivision 47-1A-1324(2);
(3)That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under §47-1A-1326;
(4)That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and
(5)That those shareholders who do not satisfy the requirements for demanding appraisal under §47-1A-1326 shall be deemed to have accepted the corporation's offer.
Source:
SL 2005, ch 239, §296.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1325.2 - Payment for shares upon shareholder acceptance of offer in notice.

47-1A-1325.2. Payment for shares upon shareholder acceptance of offer in notice.
Within ten days after receiving the shareholder's acceptance pursuant to §47-1A-1325.1, the corporation must pay in cash the amount it offered under subdivision 47-1A-1325.1(2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
Source:
SL 2005, ch 239, §297.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1325.3 - Payment for shares of amount offered in notice to specified shareholders.

47-1A-1325.3. Payment for shares of amount offered in notice to specified shareholders.
Within forty days after sending the notice described in §47-1A-1325.1, the corporation must pay in cash the amount it offered to pay under subdivision 47-1A-1325.1(2) to each shareholder described in subdivision 47-1A-1325.1(5).
Source:
SL 2005, ch 239, §298.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1326 - Procedure if shareholder dissatisfied with payment or offer.

47-1A-1326. Procedure if shareholder dissatisfied with payment or offer.
A shareholder paid pursuant to §47-1A-1324 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under §47-1A-1324. A shareholder offered payment under §§47-1A-1325 to 47-1A-1325.3, inclusive, who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.
A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under this section within thirty days after receiving the corporation's payment or offer of payment under §47-1A-1324 or §§47-1A-1325 to 47-1A-1325.3, inclusive, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.
Source:
SL 2005, ch 239, §299.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1330 - Court action.

47-1A-1330. Court action.
If a shareholder makes demand for payment under §47-1A-1326 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to §47-1A-1326 plus interest.
Source:
SL 2005, ch 239, §300.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1330.1 - Venue.

47-1A-1330.1. Venue.
The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or, if none in this state, in Hughes County. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Hughes County.
Source:
SL 2005, ch 239, §301; SL 2008, ch 275, §38.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1330.2 - Parties--Service.

47-1A-1330.2. Parties--Service.
The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
Source:
SL 2005, ch 239, §302.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1330.3 - Jurisdiction--Appraisers--Discovery--Jury trial.

47-1A-1330.3. Jurisdiction--Appraisers--Discovery--Jury trial.
The jurisdiction of the court in which the proceeding is commenced under §47-1A-1330.1 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.
Source:
SL 2005, ch 239, §303.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1330.4 - Judgment amount.

47-1A-1330.4. Judgment amount.
Each shareholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under §§47-1A-1325 to 47-1A-1325.3, inclusive.
Source:
SL 2005, ch 239, §304.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1331 - Court costs.

47-1A-1331. Court costs.
The court in an appraisal proceeding commenced under §§47-1A-1330 to 47-1A-1330.4, inclusive, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §305.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1331.1 - Counsel and expert fees and expenses.

47-1A-1331.1. Counsel and expert fees and expenses.
The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(1)Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of §§47-1A-1320, 47-1A-1322, 47-1A-1322.1, 47-1A-1324, or 47-1A-1325 to 47-1A-1325.3, inclusive; or
(2)Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
Source:
SL 2005, ch 239, §306.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1331.2 - Counsel fees to be paid by benefited shareholders.

47-1A-1331.2. Counsel fees to be paid by benefited shareholders.
If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.
To the extent the corporation fails to make a required payment pursuant to §47-1A-1324, §§47-1A-1325 to 47-1A-1325.3, inclusive, or §47-1A-1326, the shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.
Source:
SL 2005, ch 239, §307.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1401 - Dissolution by incorporators or initial directors.

47-1A-1401. Dissolution by incorporators or initial directors.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Office of the Secretary of State for filing articles of dissolution that set forth:
(1)The name of the corporation;
(2)The date of its incorporation;
(3)Either that none of the corporation's shares has been issued, or that the corporation has not commenced business;
(4)That no debt of the corporation remains unpaid;
(5)That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6)That a majority of the incorporators or initial directors authorized the dissolution.
Source:
SL 2005, ch 239, §308.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1402 - Proposal to dissolve by board of directors--Requirements for adoption.

47-1A-1402. Proposal to dissolve by board of directors--Requirements for adoption.
A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted:
(1)The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2)The shareholders entitled to vote must approve the proposal to dissolve as provided in §47-1A-1402.3.
Source:
SL 2005, ch 239, §309.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1402.1 - Conditions for submission of proposal for dissolution.

47-1A-1402.1. Conditions for submission of proposal for dissolution.
The board of directors may condition its submission of the proposal for dissolution on any basis.
Source:
SL 2005, ch 239, §310.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1402.2 - Meeting of shareholders to consider dissolving corporation--Notice.

47-1A-1402.2. Meeting of shareholders to consider dissolving corporation--Notice.
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
Source:
SL 2005, ch 239, §311.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1402.3 - Votes required for adoption of proposal to dissolve.

47-1A-1402.3. Votes required for adoption of proposal to dissolve.
Unless the articles of incorporation or the board of directors acting pursuant to §47-1A-1402.1 require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve 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 exists.
Source:
SL 2005, ch 239, §312.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1432 - Receivership or custodianship.

47-1A-1432. Receivership or custodianship.
A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1)The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in such person's own name as receiver of the corporation in all courts of this state;
(2)The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the corporation or proceeds from the sale of the assets.
Source:
SL 2005, ch 239, §336.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1433 - Decree of dissolution.

47-1A-1433. Decree of dissolution.
If after a hearing the court determines that one or more grounds for judicial dissolution described in §47-1A-1430 exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Office of the Secretary of State, who shall file it.
After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with §§47-1A-1405 and 47-1A-1405.1 and the notification of claimants in accordance with §§47-1A-1406 to 47-1A-1406.2, inclusive, and 47-1A-1407 to 47-1A-1407.2, inclusive.
Source:
SL 2005, ch 239, §337.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434 - Election to purchase in lieu of dissolution.

47-1A-1434. Election to purchase in lieu of dissolution.
In 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 may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election.
Source:
SL 2005, ch 239, §338.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.1 - Filing deadline for election to purchase--Notice of right to participate in election--Participation.

47-1A-1434.1. Filing deadline for election to purchase--Notice of right to participate in election--Participation.
An election to purchase pursuant to §§47-1A-1434 to 47-1A-1434.7, inclusive, may be filed with the court at any time within ninety days after the filing of the petition under subdivision 47-1A-1430(2) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision 47-1A-1430(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the petitioner's shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.
Source:
SL 2005, ch 239, §339.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.2 - Agreement on fair value and terms of purchase of shares.

47-1A-1434.2. Agreement on fair value and terms of purchase of shares.
If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.
Source:
SL 2005, ch 239, §340.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.3 - Court determination of fair value of shares when parties unable to reach agreement.

47-1A-1434.3. Court determination of fair value of shares when parties unable to reach agreement.
If the parties are unable to reach an agreement as provided for in §47-1A-1434.2, the court, upon application of any party, shall stay the proceedings under subdivision 47-1A-1430(2) and determine the fair value of the petitioner's shares as of the day before the date on which the petition under subdivision 47-1A-1430(2) was filed or as of such other date as the court deems appropriate under the circumstances.
Source:
SL 2005, ch 239, §341.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.4 - Order directing purchase of shares--Terms and conditions--Fees and expenses.

47-1A-1434.4. Order directing purchase of shares--Terms and conditions--Fees and expenses.
Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes may not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest may be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subsections 47-1A-1430(2)(b) or (2)(d), it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by the petitioner.
Source:
SL 2005, ch 239, §342.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.5 - Dismissal of petition to dissolve corporation.

47-1A-1434.5. Dismissal of petition to dissolve corporation.
Upon entry of an order under §47-1A-1434.2 or 47-1A-1434.4, the court shall dismiss the petition to dissolve the corporation under §47-1A-1430, and the petitioning shareholder no longer has any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court which shall be enforceable in the same manner as any other judgment.
Source:
SL 2005, ch 239, §343.