reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25A - Nonprofit Corporations--Domestication And Conversion › Section 47-25A-19 - Conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-19. Conversion of domestic business corporation to domestic nonprofit corporation.
A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion only if incorporating pursuant to this chapter is not prohibited by any other law of this state. If the law of a domestic business corporation does not provide procedures for the approval of either a nonprofit conversion or a merger, a plan of nonprofit conversion must be adopted and approved, and the conversion effectuated in accordance with this chapter.
Source:
SL 2016, ch 221, §34.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25A - Nonprofit Corporations--Domestication And Conversion › Section 47-25A-20 - Plan of nonprofit conversion.

47-25A-20. Plan of nonprofit conversion.
(a) The plan of nonprofit conversion must be adopted by the shareholders. The plan for nonprofit conversion must include:
(1)The terms and conditions of the conversion;
(2)The manner and basis of reclassifying the shareholders in the corporation;
(3)Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion;
(4)The articles of incorporation to be in effect immediately following the conversion; and
(5)Any of the terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
The plan for nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion.
(b) After the plan for nonprofit conversion is authorized, the articles of conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative.
The articles shall set forth:
(1)The name of the corporation immediately before the filing of the articles of conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of §§47-22-7 and 47-22-8.1;
(2)The jurisdiction of incorporation of the corporation immediately before the filing of the articles of conversion and the date the corporation was incorporated; and
(3)A statement that the conversion of the corporation in this state was duly authorized as required by the laws of this state.
(c) The articles of conversion shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in §47-22-6 and any other desired provisions permitted to be included. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic business corporation must be included.
(d) The articles of nonprofit conversion must be delivered to the Office of the Secretary of State for filing.
Source:
SL 2016, ch 221, §35.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25A - Nonprofit Corporations--Domestication And Conversion › Section 47-25A-21 - Effect of conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-21. Effect of conversion of domestic business corporation to domestic nonprofit corporation.
(a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective:
(1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;
(2)The liabilities of the corporation remain the liabilities of the corporation;
(3)An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred;
(4)The articles of conversion, or the articles of incorporation attached to the articles of conversion, constitute the articles of incorporation of the corporation;
(5)Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of this state; and
(6)The corporation is deemed to:
(i)Be a domestic nonprofit corporation for all purposes; and
(ii)Be the same corporation without interruption.
(b) The personal liability of a shareholder of the domestic business corporation who becomes a member of the domestic nonprofit corporation in the conversion is as follows:
(1)The conversion does not discharge any personal liability under the laws of this state to the extent any such personal liability arose before the effective time of the articles of conversion;
(2)The member does not have personal liability under the laws of this state for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of conversion;
(3)The provisions of the laws of this state continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the conversion had not occurred;
(4)The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any personal liability preserved by subdivision (1), as if the conversion had not occurred.
(c) A shareholder of a domestic business corporation who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its conversion in this state has personal liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of conversion.
Source:
SL 2016, ch 221, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25A - Nonprofit Corporations--Domestication And Conversion › Section 47-25A-22 - Abandonment of conversion of domestic business corporation to domestic nonprofit corporation.

47-25A-22. Abandonment of conversion of domestic business corporation to domestic nonprofit corporation.
If the conversion of a domestic business corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of this state after articles of conversion have been filed with the Office of the Secretary of State, a statement that the conversion has been abandoned, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing. The statement takes effect upon filing and the conversion is abandoned and does not become effective.
Source:
SL 2016, ch 221, §37.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-1 - Procedure for dissolution.

47-26-1. Procedure for dissolution.
A corporation may dissolve and wind up its affairs in the manner provided by §§47-26-2 to 47-26-4, inclusive.
Source:
SL 1965, ch 24, §47.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-2 - Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required.

47-26-2. Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required.
Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy.
Source:
SL 1965, ch 24, §47 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-3 - Dissolution by board of directors in corporation without members entitled to vote.

47-26-3. Dissolution by board of directors in corporation without members entitled to vote.
Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §47 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-4 - Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets.

47-26-4. Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets.
Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
Source:
SL 1965, ch 24, §47.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-5 - Manner of distribution of assets--Particular assets--Remaining assets.

47-26-5. Manner of distribution of assets--Particular assets--Remaining assets.
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(1)All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;
(2)Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(3)Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;
(4)Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5)Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
Source:
SL 1965, ch 24, §48.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-6 - Plan for distribution of assets--Adoption of plan.

47-26-6. Plan for distribution of assets--Adoption of plan.
A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28, inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by §§47-26-7 and 47-26-8.
Source:
SL 1965, ch 24, §49.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-6.1 - Notice to attorney general.

47-26-6.1. Notice to attorney general.
At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for distribution of assets required pursuant to §47-26-6 or plan of conversion pursuant to §47-25A-8 or 47-25A-9.
Source:
SL 2016, ch 221, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-7 - Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.

47-26-7. Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.
Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meeting of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
Source:
SL 1965, ch 24, §49 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-8 - Adoption of plan by corporation having no members entitled to vote.

47-26-8. Adoption of plan by corporation having no members entitled to vote.
Where there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §49 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-9 - Articles of dissolution--Time for adoption--Contents.

47-26-9. Articles of dissolution--Time for adoption--Contents.
If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, an original articles of dissolution shall be executed by the chairman of its board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary, which statement shall set forth:
(1)The name of the corporation;
(2)If there are members entitled to vote thereon:
(a)A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or
(b)A statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;
(3)If there are no members or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office;
(4)That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
(5)A copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was so adopted;
(6)That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and
(7)That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
Source:
SL 1965, ch 24, §51; SL 1989, ch 393, §29; SL 2012, ch 222, §7.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-10 - Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution.

47-26-10. Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution.
The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of dissolution conform to law, when all fees have been paid as prescribed in chapter 47-28, the secretary of state shall:
(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;
(2)File the original in his office; and
(3)Issue a certificate of dissolution to which he shall affix the copy.
The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto, shall be returned to the representative of the dissolved corporation.
Source:
SL 1965, ch 24, §52; SL 1989, ch 393, §30; SL 2012, ch 222, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-11 - Cessation of corporate existence--Exceptions.

47-26-11. Cessation of corporate existence--Exceptions.
Upon the issuance of a certificate of dissolution pursuant to §47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.
Source:
SL 1965, ch 24, §52.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-12 - Revocation of dissolution action--Procedure.

47-26-12. Revocation of dissolution action--Procedure.
A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§47-26-13 and 47-26-14.
Source:
SL 1965, ch 24, §50.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-13 - Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required.

47-26-13. Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required.
Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
Source:
SL 1965, ch 24, §50 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-14 - Revocation in corporation having no members entitled to vote.

47-26-14. Revocation in corporation having no members entitled to vote.
Where there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §50 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-15 - Effect of adoption of revocation resolution.

47-26-15. Effect of adoption of revocation resolution.
Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.
Source:
SL 1965, ch 24, §50.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-16 - Involuntary dissolution by court decree--Action by attorney general--Grounds of action.

47-26-16. Involuntary dissolution by court decree--Action by attorney general--Grounds of action.
The provisions of §47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that:
(1)The corporation procured its articles of incorporation through fraud; or
(2)The corporation has continued to exceed or abuse the authority conferred upon it by law.
Source:
SL 1965, ch 24, §53; SL 1967, ch 14, §1; SL 1989, ch 393, §31.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-19 - Venue of attorney general's action--Service of process.

47-26-19. Venue of attorney general's action--Service of process.
Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the circuit court for the county in which the registered office of the corporation is situated, or in the circuit court for Hughes County. Summons shall issue and be served as in other civil actions.
Source:
SL 1965, ch 24, §55.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-20 - Service by publication--Contents of publication--Newspaper of publication.

47-26-20. Service by publication--Contents of publication--Newspaper of publication.
If process in an action for the involuntary dissolution of a corporation is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. If no newspaper is published in the county where the registered office of the corporation is situated, publication of such notice shall be made in some newspaper having general circulation in the community where such registered office is situated.
Source:
SL 1965, ch 24, §55.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-21 - Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default.

47-26-21. Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default.
The attorney general may include in one notice published pursuant to §47-26-20 the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than thirty days after the first publication of such notice.
Source:
SL 1965, ch 24, §55.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-22 - Power of court in liquidation proceedings--Actions by member or director.

47-26-22. Power of court in liquidation proceedings--Actions by member or director.
Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a member or director when it is made to appear:
(1)That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or
(2)That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(3)That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or
(4)That the corporate assets are being misapplied or wasted; or
(5)That the corporation is unable to carry out its purposes.
Source:
SL 1965, ch 24, §56 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-23 - Power of court in liquidation proceedings--Action by creditor.

47-26-23. Power of court in liquidation proceedings--Action by creditor.
Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a creditor:
(1)When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or
(2)When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.
Source:
SL 1965, ch 24, §56 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-24 - Power of court in liquidation proceedings--Application by corporation.

47-26-24. Power of court in liquidation proceedings--Application by corporation.
Courts of equity shall have full power to liquidate the assets and affairs of a corporation upon application by a corporation to have its dissolution continued under the supervision of the court.
Source:
SL 1965, ch 24, §56 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-25 - Power of court in liquidation proceedings--Action by attorney general.

47-26-25. Power of court in liquidation proceedings--Action by attorney general.
Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.
Source:
SL 1965, ch 24, §56 (4).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-26 - Venue of actions.

47-26-26. Venue of actions.
Proceedings under §§47-26-22 to 47-26-25, inclusive, shall be brought in the county in which the registered office or the principal office of the corporation is situated.
Source:
SL 1965, ch 24, §56.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-27 - Proper parties to action.

47-26-27. Proper parties to action.
It shall not be necessary to make directors or members parties to any action or proceedings under §§47-26-22 to 47-26-25, inclusive, unless relief is sought against them personally.
Source:
SL 1965, ch 24, §56.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-28 - Preservation of corporate assets--Injunctions and receivers.

47-26-28. Preservation of corporate assets--Injunctions and receivers.
In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as may be required to preserve the corporate assets wherever situated, and carry on the affairs of the corporation until a full hearing can be had.
Source:
SL 1965, ch 24, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-29 - Appointment of liquidating receiver--Authority of receiver--Order appointing receiver.

47-26-29. Appointment of liquidating receiver--Authority of receiver--Order appointing receiver.
After a hearing had upon such notice as the court may direct to be given to all parties to proceedings to liquidate the assets and affairs of a corporation and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.
Source:
SL 1965, ch 24, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-30 - Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets.

47-26-30. Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets.
The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:
(1)All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
(2)Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements;
(3)Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation, pursuant to a plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;
(4)Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5)Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.
Source:
SL 1965, ch 24, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-31 - Expenses of liquidation--Compensation of receiver--Attorneys' fees.

47-26-31. Expenses of liquidation--Compensation of receiver--Attorneys' fees.
The court in proceedings to liquidate the assets and affairs of a corporation shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.
Source:
SL 1965, ch 24, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-32 - Capacity of receiver to sue and be sued--Jurisdiction of court.

47-26-32. Capacity of receiver to sue and be sued--Jurisdiction of court.
A receiver of a corporation appointed under the provisions of §47-26-28 or 47-26-29 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated.
Source:
SL 1965, ch 24, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-33 - Qualifications of receiver--Bond.

47-26-33. Qualifications of receiver--Bond.
A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require.
Source:
SL 1965, ch 24, §58.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-34 - Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs.

47-26-34. Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs.
In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
Source:
SL 1965, ch 24, §59.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-35 - Discontinuance of liquidation proceedings--Redelivery of assets to corporation.

47-26-35. Discontinuance of liquidation proceedings--Redelivery of assets to corporation.
The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
Source:
SL 1965, ch 24, §60.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-36 - Decree of involuntary dissolution--Cessation of corporate existence.

47-26-36. Decree of involuntary dissolution--Cessation of corporate existence.
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.
Source:
SL 1965, ch 24, §61.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-37 - Copy of decree filed with secretary of state--Fee.

47-26-37. Copy of decree filed with secretary of state--Fee.
In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.
Source:
SL 1965, ch 24, §62.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-38 - Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment.

47-26-38. Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment.
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.
Source:
SL 1965, ch 24, §63.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-39 - Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy.

47-26-39. Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy.
The dissolution of a corporation either:
(1)By the issuance of a certificate of dissolution by the secretary of state; or
(2)By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or
(3)By expiration of its period of duration,
shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.
Source:
SL 1965, ch 24, §64.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation › Section 47-26-40 - Dissolution by expiration of period of duration--Extension of period of duration.

47-26-40. Dissolution by expiration of period of duration--Extension of period of duration.
If a corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time within two years after the date of such dissolution so as to extend its period of duration. Such amendment shall be considered to be a petition for reinstatement under §47-24-14.
Source:
SL 1965, ch 24, §64; SL 1989, ch 393, §33.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-1 - Certificate of authority to do business--Application--Contents of application--Forms--Execution.

47-27-1. Certificate of authority to do business--Application--Contents of application--Forms--Execution.
Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth:
(1)The name of the corporation and the state or country under the laws of which it is incorporated;
(2)The date of incorporation and the period of duration of the corporation;
(3)The street address of the principal office of the corporation in the state or country under whose laws it is incorporated;
(4)The information required by §59-11-6;
(5)The purpose or purposes of the corporation in engaging in business in this state;
(6)The names and respective addresses of the directors and officers of the corporation; and
(7)Such additional information as may be necessary in order to enable the secretary of state to determine whether such corporation is entitled to a certificate of authority to engage in business in this state.
An original and one exact or conforming copy of the application shall be made on forms prescribed and furnished by the secretary of state and shall be executed and acknowledged by the chair of the board of directors, by the corporation's president, or by another of the corporation's officers.
Source:
SL 1965, ch 24, §69; SL 1989, ch 393, §34; SL 1990, ch 367, §16; SL 2004, ch 280, §6; SL 2008, ch 275, §68.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-2 - Delivery of application to secretary of state.

47-27-2. Delivery of application to secretary of state.
The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in the state or country under whose laws it is incorporated. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.
Source:
SL 1965, ch 24, §70; SL 1989, ch 393, §35; SL 2012, ch 222, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-3 - Approval by secretary of state--Endorsement and filing.

47-27-3. Approval by secretary of state--Endorsement and filing.
If the secretary of state finds that an application delivered to him pursuant to §47-27-2 conforms to law, when all fees have been paid as prescribed in chapter 47-28, he shall:
(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;
(2)File in his office the original of the application and the certificate of existence or equivalent document; and
(3)Issue a certificate of authority to conduct affairs in this state to which he shall affix the copy.
The certificate of authority, together with the copy of the application affixed thereto, shall be returned to the corporation or its representative.
Source:
SL 1965, ch 24, §70; SL 1989, ch 393, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-4 - Issuance of certificate of authority--Authority conferred by certificate.

47-27-4. Issuance of certificate of authority--Authority conferred by certificate.
Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in this chapter.
Source:
SL 1965, ch 24, §71.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-5 - Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.

47-27-5. Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.
A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in chapters 47-22 to 47-28, inclusive, shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.
Source:
SL 1965, ch 24, §65.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-6 - Certificate as conferring no greater rights than those enjoyed by local corporations.

47-27-6. Certificate as conferring no greater rights than those enjoyed by local corporations.
A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authorization is issued; and, except as otherwise provided in chapters 47-22 to 47-28, inclusive, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
Source:
SL 1965, ch 24, §66.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 27 - Foreign Nonprofit Corporations › Section 47-27-7 - Corporate name as affecting right to certificate--Purpose indicated by name.

47-27-7. Corporate name as affecting right to certificate--Purpose indicated by name.
No certificate of authority shall be issued to a foreign corporation if the corporate name of such corporation shall contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.
Source:
SL 1965, ch 24, §67 (1).