reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1101 - Definitions.

47-1A-1101. Definitions.
Terms used in §§47-1A-1101 to 47-1A-1108, inclusive, mean:
(1)"Merger," a business combination pursuant to §§47-1A-1102 to 47-1A-1102.5, inclusive;
(2)"Party to a merger" or "party to a share exchange," any domestic or foreign corporation or eligible entity that will:
(a)Merge under a plan of merger;
(b)Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange; or
(c)Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange;
(3)"Share exchange," a business combination pursuant to §§47-1A-1103 to 47-1A-1103.5, inclusive;
(4)"Survivor," in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Source:
SL 2005, ch 239, §248.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102 - Merger allowed generally.

47-1A-1102. Merger allowed generally.
One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in the merger in the manner provided in §§47-1A-1101 to 47-1A-1108, inclusive.
Source:
SL 2005, ch 239, §249.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102.1 - Foreign business corporation or foreign eligible entities allowed to parties to merger.

47-1A-1102.1. Foreign business corporation or foreign eligible entities allowed to parties to merger.
A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity.
Source:
SL 2005, ch 239, §250.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102.2 - Procedures for approval of merger if not in organic law of entity.

47-1A-1102.2. Procedures for approval of merger if not in organic law of entity.
If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. For the purposes of applying §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive:
(1)The eligible entity, its members or interest holders, eligible interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and
(2)If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.
Source:
SL 2005, ch 239, §251.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102.3 - Plan of merger--Required content.

47-1A-1102.3. Plan of merger--Required content.
The plan of merger must include:
(1)The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;
(2)The terms and conditions of the merger;
(3)The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;
(4)The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and
(5)Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.
Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive.
Source:
SL 2005, ch 239, §252.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102.4 - Plan of merger--Amendment.

47-1A-1102.4. Plan of merger--Amendment.
The plan of merger may include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:
(1)The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger;
(2)The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by §47-1A-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or
(3)Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
Source:
SL 2005, ch 239, §253.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1102.5 - Property held in trust or for charitable purposes--Disposition by court order.

47-1A-1102.5. Property held in trust or for charitable purposes--Disposition by court order.
Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity may not be diverted by a merger from the objects for which it was donated, granted, or devised, until the eligible entity obtains an order of circuit court specifying the disposition of the property to the extent required by and pursuant to §55-9-4.
Source:
SL 2005, ch 239, §254.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103 - Share exchange generally.

47-1A-1103. Share exchange generally.
Through a share exchange:
(1)A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or
(2)All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.
Source:
SL 2005, ch 239, §255.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103.1 - Foreign corporation or eligible party allowed to be party to share exchange.

47-1A-1103.1. Foreign corporation or eligible party allowed to be party to share exchange.
A foreign corporation or eligible entity may be a party to a share exchange only if the share exchange is permitted by the corporation or other entity is organized or by which it is governed.
Source:
SL 2005, ch 239, §256.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103.2 - Procedures for approval of share exchange if not in organic law of entity.

47-1A-1103.2. Procedures for approval of share exchange if not in organic law of entity.
If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. For the purposes of applying §§47-1A-1101 to 47-1A-1108, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive:
(1)The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and
(2)If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
Source:
SL 2005, ch 239, §257.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103.3 - Plan of share exchange--Required content.

47-1A-1103.3. Plan of share exchange--Required content.
The plan of share exchange must include:
(1)The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire those shares or interests;
(2)The terms and conditions of the share exchange;
(3)The manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing; and
(4)Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any such party.
Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive.
Source:
SL 2005, ch 239, §258.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103.4 - Plan of share exchange--Amendments.

47-1A-1103.4. Plan of share exchange--Amendments.
The plan of share exchange may include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:
(1)The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange; or
(2)Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
Source:
SL 2005, ch 239, §259.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1103.5 - Acquisition of shares in transactions other than share exchange.

47-1A-1103.5. Acquisition of shares in transactions other than share exchange.
The provisions of §§47-1A-1103 to 47-1A-1103.1, inclusive, do not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange.
Source:
SL 2005, ch 239, §260.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1105 - Merger between parent and subsidiary or between subsidiaries.

47-1A-1105. Merger between parent and subsidiary or between subsidiaries.
A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
Source:
SL 2005, ch 239, §262.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1105.1 - Parent corporation notice to subsidiary shareholders of merger effectiveness.

47-1A-1105.1. Parent corporation notice to subsidiary shareholders of merger effectiveness.
If under §47-1A-1105 approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
Source:
SL 2005, ch 239, §263.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1105.2 - Provisions applicable to merger between parent and subsidiary.

47-1A-1105.2. Provisions applicable to merger between parent and subsidiary.
Except as provided in §§47-1A-1105 and 47-1A-1105.1, a merger between a parent and a subsidiary shall be governed by the provisions of §§47-1A-1101 to 47-1A-1108, inclusive, applicable to mergers generally.
Source:
SL 2005, ch 239, §264.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1106 - Articles of merger or share exchange.

47-1A-1106. Articles of merger or share exchange.
After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:
(1)The names of the parties to the merger or share exchange;
(2)If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;
(3)If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation;
(4)If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
(5)As to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
Articles of merger or share exchange shall be delivered to the Office of the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange, and take effect at the effective time provided in §§47-1A-123 and 47-1A-123.1. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
Source:
SL 2005, ch 239, §265.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1107 - Effect of merger or share exchange.

47-1A-1107. Effect of merger or share exchange.
When a merger becomes effective:
(1)The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;
(2)The separate existence of every corporation or eligible entity that is merged into the survivor ceases;
(3)All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;
(4)All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor;
(5)The name of the survivor may, but need not, be substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(6)The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger;
(7)The articles of incorporation or organic documents of a survivor that is created by the merger become effective; and
(8)The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under §§47-1A-1301 to 47-1A-1331.2, inclusive, or the organic law of the eligible entity.
Source:
SL 2005, ch 239, §266.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1107.1 - Rights of shares of domestic corporation exchanged.

47-1A-1107.1. Rights of shares of domestic corporation exchanged.
When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §267.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1107.2 - Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange.

47-1A-1107.2. Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange.
Any person who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger or share exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger or share exchange.
Source:
SL 2005, ch 239, §268.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1107.3 - Effect of merger on surviving foreign corporation or foreign eligible entity.

47-1A-1107.3. Effect of merger on surviving foreign corporation or foreign eligible entity.
Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to:
(1)Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in §§59-11-16 to 59-11-19, inclusive; and
(2)Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §269; SL 2008, ch 275, §37.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1107.4 - Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange.

47-1A-1107.4. Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange.
The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger or share exchange shall be as follows:
(1)The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange;
(2)The person does not have owner liability under the organic law of the entity in which the person was a shareholder or interest holder prior to the merger or share exchange for any debt, obligation, or liability that arises after the effective time of the articles of merger or share exchange;
(3)The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred;
(4)The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by subdivision (1), as if the merger or share exchange had not occurred.
Source:
SL 2005, ch 239, §270.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1108 - Abandonment of a merger or share exchange.

47-1A-1108. Abandonment of a merger or share exchange.
Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
If a merger or share exchange is abandoned under this section after articles of merger or share exchange have been filed with the Office of the Secretary of State but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and does not become effective.
Source:
SL 2005, ch 239, §271.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1201 - Disposition of assets not requiring shareholder approval.

47-1A-1201. Disposition of assets not requiring shareholder approval.
No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:
(1)To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
(2)To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;
(3)To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4)To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
Source:
SL 2005, ch 239, §272.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202 - Shareholder approval of certain dispositions.

47-1A-1202. Shareholder approval of certain dispositions.
A sale, lease, exchange, or other disposition of assets, other than a disposition described in §47-1A-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent of total assets at the end of the most recently completed fiscal year, and twenty-five percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.
Source:
SL 2005, ch 239, §273.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.1 - Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.

47-1A-1202.1. Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.
A disposition that requires approval of the shareholders under §47-1A-1202 shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.
The board of directors may condition its submission of a disposition to the shareholders under this section on any basis.
Source:
SL 2005, ch 239, §274.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.2 - Meeting of shareholders to consider disposition--Notice.

47-1A-1202.2. Meeting of shareholders to consider disposition--Notice.
If a disposition is required to be approved by the shareholders under §47-1A-1202, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.
Source:
SL 2005, ch 239, §275.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.3 - Votes required for approval of disposition.

47-1A-1202.3. Votes required for approval of disposition.
Unless the articles of incorporation or the board of directors acting pursuant to §47-1A-1202.1 requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the shareholders shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the disposition exists.
Source:
SL 2005, ch 239, §276.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.4 - Abandonment of disposition.

47-1A-1202.4. Abandonment of disposition.
After a disposition has been approved by the shareholders under §47-1A-1202.1, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.
Source:
SL 2005, ch 239, §277.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.5 - Provisions not governing disposition of assets in course of dissolution.

47-1A-1202.5. Provisions not governing disposition of assets in course of dissolution.
A disposition of assets in the course of dissolution under §§47-1A-1401 to 47-1A-1440, inclusive, is not governed by §§47-1A-1202 to 47-1A-1202.6, inclusive.
Source:
SL 2005, ch 239, §278.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1202.6 - Assets of direct or indirect consolidated subsidiary considered assets of parent corporation.

47-1A-1202.6. Assets of direct or indirect consolidated subsidiary considered assets of parent corporation.
The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of §§47-1A-1202 to 47-1A-1202.6, inclusive.
Source:
SL 2005, ch 239, §279.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1301 - Definitions.

47-1A-1301. Definitions.
Terms used in §§47-1A-1301 to 47-1A-1331.2, inclusive, mean:
(1)"Affiliate," any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of subdivision 47-1A-1302.1(4), a person is deemed to be an affiliate of its senior executives;
(2)"Beneficial shareholder," any person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;
(3)"Corporation," the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in §§47-1A-1321 to 47-1A-1331.2, inclusive, includes the surviving entity in a merger;
(4)"Fair value," the value of the corporation's shares determined:
(a)Immediately before the effectuation of the corporate action to which the shareholder objects;
(b)Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
(c)Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to subdivision 47-1A-1302(5);
(5)"Interest," interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action;
(6)"Preferred shares," any class or series of shares whose holders have preference over any other class or series with respect to distributions;
(7)"Record shareholder," the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation;
(8)"Senior executive," the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function;
(9)"Shareholder," both a record shareholder and a beneficial shareholder.
Source:
SL 2005, ch 239, §280.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1302 - Right to appraisal.

47-1A-1302. Right to appraisal.
A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:
(1)Consummation of a merger to which the corporation is a party under either of the following circumstances:
(a)Shareholder approval is required for the merger by §47-1A-1104 and the shareholder is entitled to vote on the merger, except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or
(b)The corporation is a subsidiary and the merger is governed by §§47-1A-1105 to 47-1A-1105.2, inclusive;
(2)Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;
(3)Consummation of a disposition of assets pursuant to §§47-1A-1202 to 47-1A-1202.6, inclusive, if the shareholder is entitled to vote on the disposition;
(4)An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;
(5)Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;
(6)Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication; or
(7)Consummation of a conversion of the corporation to an unincorporated entity pursuant to §§47-1A-950 to 47-1A-956, inclusive.
Source:
SL 2005, ch 239, §281.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1302.2 - Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application.

47-1A-1302.2. Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application.
Notwithstanding any other provision of §§47-1A-1302 to 47-1A-1302.3, inclusive, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment does not apply to any corporate action that becomes effective within one year of that date if such action would otherwise afford appraisal rights.
Source:
SL 2005, ch 239, §283.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1302.3 - Challenge of specified completed corporate actions--Limitation.

47-1A-1302.3. Challenge of specified completed corporate actions--Limitation.
No shareholder may challenge a completed corporate action described in §47-1A-1302, other than those subscribed in subdivisions 47-1A-1302.1(3) and (4), unless such corporate action:
(1)Was not effectuated in accordance with the applicable provisions of §§47-1A-901 to 47-1A-1202.6, inclusive, or the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the corporate action; or
(2)Was procured as a result of fraud or material misrepresentation.
Source:
SL 2005, ch 239, §284.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1303 - Assertion of appraisal rights by record shareholders for part of shares in name.

47-1A-1303. Assertion of appraisal rights by record shareholders for part of shares in name.
A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this section shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
Source:
SL 2005, ch 239, §285.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1303.1 - Assertion of appraisal rights of beneficial shareholder.

47-1A-1303.1. Assertion of appraisal rights of beneficial shareholder.
A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:
(1)Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subsection 47-1A-1322.1(2)(b); and
(2)Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
Source:
SL 2005, ch 239, §286.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1320 - Notice of appraisal rights.

47-1A-1320. Notice of appraisal rights.
If proposed corporate action described in §47-1A-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this §§47-1A-1301 to 47-1A-1331.2, inclusive. If the corporation concludes that appraisal rights are or may be available, a copy of §§47-1A-1301 to 47-1A-1331.2, inclusive, must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.
In a merger pursuant to §§47-1A-1105 to 47-1A-1105.2, inclusive, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten days after the corporate action became effective and include the materials described in §§47-1A-1322 to 47-1A-1323, inclusive.
Source:
SL 2005, ch 239, §287.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1321 - Notice of intent to demand payment.

47-1A-1321. Notice of intent to demand payment.
If proposed corporate action requiring appraisal rights under §§47-1A-1302 to 47-1A-1302.3, inclusive, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(1)Must deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and
(2)Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
A shareholder who does not satisfy the requirements of this section is not entitled to payment under §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §288.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1322 - Appraisal notice and form--Delivery to shareholders.

47-1A-1322. Appraisal notice and form--Delivery to shareholders.
If proposed corporate action requiring appraisal rights under §47-1A-1302 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision 47-1A-1322.1(1) to all shareholders who satisfied the requirements of §47-1A-1321. In the case of a merger under §§47-1A-1105 to 47-1A-1105.2, inclusive, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
Source:
SL 2005, ch 239, §289.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1322.1 - Appraisal notice and form--Time limits and content.

47-1A-1322.1. Appraisal notice and form--Time limits and content.
The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than ten days after such date and must:
(1)Supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (i) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and (ii) that the shareholder did not vote for the transaction;
(2)State the following:
(a)Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subsection (2)(b);
(b)A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the §47-1A-1322 appraisal notice and form are sent, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;
(c)The corporation's estimate of the fair value of the shares;
(d)That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subsection (2)(b) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(e)The date by which the notice to withdraw under §§47-1A-1323 to 47-1A-1323.2, inclusive, must be received, which date must be within twenty days after the date specified in subsection (2)(b); and
(3)Be accompanied by a copy of §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §290.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1323 - Perfection of rights--Right to withdraw.

47-1A-1323. Perfection of rights--Right to withdraw.
A shareholder who receives notice pursuant to §§47-1A-1322 and 47-1A-1322.1 and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision 47-1A-1322.1(1). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under §§47-1A-1325 to 47-1A-1325.3, inclusive. In addition, a shareholder who wishes to exercise appraisal rights must execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subsection 47-1A-1322.1(2)(b). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to §47-1A-1322.1.
Source:
SL 2005, ch 239, §291.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1323.1 - Subsequent withdrawal from appraisal process.

47-1A-1323.1. Subsequent withdrawal from appraisal process.
A shareholder who has complied with §47-1A-1322 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subsection 47-1A-1322.1(2)(e). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
Source:
SL 2005, ch 239, §292.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1323.2 - Loss of payment upon failure to return form and deposit share certificates.

47-1A-1323.2. Loss of payment upon failure to return form and deposit share certificates.
A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in §47-1A-1322.1, is not entitled to payment under this chapter.
Source:
SL 2005, ch 239, §293.