reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 46A - Water Management › Chapter 18 - Water Project Districts › Section 46A-18-77 - Satisfaction of obligations outstanding after dissolution.

46A-18-77. Satisfaction of obligations outstanding after dissolution.
If, after a water project district has been dissolved and all assets of the district have been disposed of, any obligations of the district remain outstanding, the Board of Water and Natural Resources shall exercise the power and authority of the district board of directors until such time as all responsibilities, obligations, and contractual commitments of the dissolved district have been satisfied.
Source:
SL 1984, ch 293, §76.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01 - General Provisions › Section 47-1-4 - Terms to include blockchain technology.

47-1-4. Terms to include blockchain technology.
As used in title 47, the terms, electronic, electronic transmission, or electronically transmitted, include blockchain technology, as defined in §53-12-1.
Source:
SL 2019, ch 207, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-120 - Requirements for documents.

47-1A-120. Requirements for documents.
Any document satisfying the following requirements, and the requirements of any other section that adds to or varies these requirements, is entitled to be filed by the Office of the Secretary of State:
(1)The document is required or permitted to be filed in the Office of the Secretary of State;
(2)The document contains the information required by this chapter;
(3)The document is typewritten or printed or, if electronically transmitted, is in a format that can be retrieved or reproduced in typewritten or printed form;
(4)The document is in the English language. A corporate name need not be in English if written in English letters or in English letters in combination with Arabic or Roman numerals. The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation;
(5)The document is executed by one of the following persons:
(a)By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(b)If directors have not been selected or the corporation has not been formed, by an incorporator; or
(c)If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that receiver, trustee, or court-appointed fiduciary;
(6)The person executing the document has signed it and has stated beneath or opposite the signature the person's name and the capacity in which the person signs. The document may, but need not, contain a corporate seal, attestation, acknowledgment, or verification;
(7)If the Office of the Secretary of State has prescribed a mandatory form for the document under §47-1A-121, the document is in or on the prescribed form;
(8)The document is delivered to the Office of the Secretary of State for filing. 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, except as provided in §§47-1A-503 and 47-1A-1510; and
(9)When the document is delivered to the Office of the Secretary of State for filing, the correct filing fee, and any license fee, or penalty required to be paid at that time by this chapter or other law is paid or provision for payment made in a manner permitted by the Office of the Secretary of State.
Source:
SL 2005, ch 239, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-120.1 - Terms of plan or filed document dependent on extrinsic facts--Applicable provisions.

47-1A-120.1. Terms of plan or filed document dependent on extrinsic facts--Applicable provisions.
If a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
(1)The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;
(2)The facts may include:
(a)Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(b)A determination or action by any person, including the corporation or any other party to a plan or filed document; or
(c)The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
For the purposes of this section, a filed document is a document filed with the Office of the Secretary of State under any provision of this chapter except §§47-1A-1502 to 47-1A-1601, inclusive, or §§47-1A-1621.1 to 47-1A-1701, inclusive, and a plan is a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange.
Source:
SL 2005, ch 239, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-120.2 - Provision of filed document dependent on extrinsic fact but fact not ascertainable by reference or shareholders not noticed of fact--Article of amendment.

47-1A-120.2. Provision of filed document dependent on extrinsic fact but fact not ascertainable by reference or shareholders not noticed of fact--Article of amendment.
If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subsection 47-1A-120.1(2)(a) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, the corporation shall file with the Office of the Secretary of State articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this section are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
Source:
SL 2005, ch 239, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-120.3 - Dependency on extrinsic facts prohibited for specified provisions of plan or filed document.

47-1A-120.3. Dependency on extrinsic facts prohibited for specified provisions of plan or filed document.
The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:
(1)The name and address of any person required in a filed document;
(2)The registered office of any entity required in a filed document;
(3)The registered agent of any entity required in a filed document;
(4)The number of authorized shares and designation of each class or series of shares;
(5)The effective date of a filed document;
(6)Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
Source:
SL 2005, ch 239, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-121 - Forms.

47-1A-121. Forms.
The Office of the Secretary of State may prescribe and furnish, on request, forms for:
(1)An application for a certificate of existence;
(2)A foreign corporation's application for a certificate of authority to transact business in this state;
(3)A foreign corporation's application for a certificate of withdrawal; and
(4)The annual report.
The Office of the Secretary of State may require the use of the forms described in subdivisions (1) to (4), inclusive. The Office of the Secretary of State may prescribe and furnish, on request, forms for other documents required or permitted to be filed by this chapter but the use of such forms is not mandatory.
Source:
SL 2005, ch 239, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-122 - Fees for filing and service.

47-1A-122. Fees for filing and service.
The Office of the Secretary of State shall collect the following fees when the documents described in this section are delivered for filing:
(1)Articles of incorporation, $150;
(2)Application for use of indistinguishable name, $25;
(3)Application for reserved name, $25;
(4)Notice of transfer of reserved name, $15;
(5)Application for registered name, $25;
(6)Application for renewal of registered name, $15. A renewal application may be filed between the first day of October and the thirty-first day of December in each year and shall extend the registration for the following year;
(7) to (9)Repealed by SL 2008, ch 275, §27;
(10)Articles of domestication, $150;
(11)Articles of charter surrender, $150;
(12)Articles of domestication and conversion, $150;
(13)Articles of entity conversion, $150;
(14)Amendment of articles of incorporation, $60;
(15)Restatement of articles of incorporation, $60;
(16)Articles of merger or share exchange, $60;
(17)Articles of dissolution, $10;
(18)Articles of revocation of dissolution, $10;
(19)Certificate of administrative dissolution, no charge;
(20)Application for reinstatement following administrative dissolution, plus any delinquent annual report filing fees for the period before the reinstatement application, $300;
(21)Certificate of reinstatement, no charge;
(22)Certificate of judicial dissolution, no charge;
(23)Application for certificate of authority, $750;
(24)Application for amended certificate of authority, $250;
(25)Application for certificate of withdrawal, $10;
(26)Application for transfer of authority, $25;
(27)Certificate of revocation of authority to transact business, no charge;
(28)Annual report, $50. Each entity that does not file or refuses to file its annual report within the time prescribed is subject to a penalty of fifty dollars to be assessed by the secretary of state;
(29)Articles of correction, $25;
(30)Application for certificate of existence or authorization, $20;
(31)Amended annual report, $25;
(32)Any other document required or permitted to be filed by this chapter, $20.
The Office of the Secretary of State shall collect a fee of thirty dollars each time process is served on the Office of the Secretary of State under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
Source:
SL 2005, ch 239, §7; SL 2008, ch 275, §27; SL 2009, ch 4, §12; SL 2015, ch 258, §2, eff. Jan. 1, 2016; SL 2016, ch 2, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-122.1 - Copying and certification fees.

47-1A-122.1. Copying and certification fees.
The Office of the Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:
(1)One dollar a page for copying;
(2)Twenty dollars for copying microfiche archived documents for a single corporation; and
(3)Ten dollars for the certificate.
Source:
SL 2005, ch 239, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-123 - Effective time and date of document--Exceptions.

47-1A-123. Effective time and date of document--Exceptions.
Except as provided in §§47-1A-123.1 and 47-1A-124.2, a document accepted for filing is effective:
(1)At the date and time of filing, as evidenced by such means as the Office of the Secretary of State may use for the purpose of recording the date and time of filing; or
(2)At the time specified in the document as its effective time on the date it is filed.
Source:
SL 2005, ch 239, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-123.1 - Delayed effective time and date of document.

47-1A-123.1. Delayed effective time and date of document.
A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
Source:
SL 2005, ch 239, §10.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-124 - Correction filed document--Circumstances when allowed.

47-1A-124. Correction filed document--Circumstances when allowed.
A domestic or foreign corporation may correct a document filed by the Office of the Secretary of State if any of the following occur:
(1)The document contains an inaccuracy;
(2)The document was defectively executed, attested, sealed, verified, or acknowledged; or
(3)The electronic transmission was defective.
Source:
SL 2005, ch 239, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-124.1 - Correction of filed document--Procedure.

47-1A-124.1. Correction of filed document--Procedure.
A document is corrected:
(1)By preparing articles of correction that:
(a)Describe the document, including its filing date, or attach a copy of it to the articles;
(b)Specify the inaccuracy or defect to be corrected; and
(c)Correct the inaccuracy or defect; and
(2)By delivering the articles to the Office of the Secretary of State for filing.
Source:
SL 2005, ch 239, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-124.2 - Articles of correction--Effective date.

47-1A-124.2. Articles of correction--Effective date.
Articles of correction are effective on the effective date of the document that they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Source:
SL 2005, ch 239, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-125 - Filing duty of Office of Secretary of State.

47-1A-125. Filing duty of Office of Secretary of State.
If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of §§47-1A-120 to 47-1A-120.3, inclusive, the Office of the Secretary of State shall file it. The Office of the Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, the Office of the Secretary of State shall deliver to the domestic or foreign corporation or its representative a receipt with an acknowledgment of the date and time of filing.
If the Office of the Secretary of State refuses to file a document, the Office of the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
The Office of the Secretary of State's duty to file documents under this section is ministerial. The Office of the Secretary of State's filing or refusing to file a document does not:
(1)Affect the validity or invalidity of the document in whole or part;
(2)Relate to the correctness or incorrectness of information contained in the document; or
(3)Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Source:
SL 2005, ch 239, §14; SL 2008, ch 275, §28.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-126 - Appeal from Office of Secretary of State's refusal to file document.

47-1A-126. Appeal from Office of Secretary of State's refusal to file document.
If the Office of the Secretary of State refuses to file a document delivered to the Office of the Secretary of State for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the circuit court of the county where the corporation's principal office is located in this state or, if none in this state, to the circuit court of Hughes County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Office of the Secretary of State's explanation of the refusal to file.
The court may summarily order the Office of the Secretary of State to file the document or take other action the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
Source:
SL 2005, ch 239, §15; SL 2008, ch 275, §29.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-127 - Evidentiary effect of copy of filed document.

47-1A-127. Evidentiary effect of copy of filed document.
Any certificate from the Office of the Secretary of State delivered with a copy of a document filed by the Office of the Secretary of State, is conclusive evidence that the original document is on file with the Office of the Secretary of State.
Source:
SL 2005, ch 239, §16.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-128 - Certificate of existence.

47-1A-128. Certificate of existence.
Any person may apply to the Office of the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. A certificate of existence or authorization shall set forth:
(1)The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2)That the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or that the foreign corporation is authorized to transact business in this state;
(3)That all fees, taxes, and penalties owed to this state have been paid, if:
(a)Payment is reflected in the records of the Office of the Secretary of State; and
(b)Nonpayment affects the existence or authorization of the domestic or foreign corporation;
(4)That its most recent annual report required by §47-1A-1621.1 has been delivered to the Office of the Secretary of State;
(5)That articles of dissolution have not been filed; and
(6)Other facts of record in the Office of the Secretary of State that may be requested by the applicant.
Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Office of the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
Source:
SL 2005, ch 239, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-129 - Penalty for signing false document.

47-1A-129. Penalty for signing false document.
No person may sign a document, paper form or electronically, knowing it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing. An offense under this section is subject to a civil fine in any amount not exceeding five hundred dollars.
Source:
SL 2005, ch 239, §18; SL 2012, ch 222, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141 - Type of notice--Written or oral.

47-1A-141. Type of notice--Written or oral.
Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.
Source:
SL 2005, ch 239, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141.1 - Method of notice.

47-1A-141.1. Method of notice.
Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
Source:
SL 2005, ch 239, §21.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141.2 - Effective date of written notice by domestic or foreign corporation to shareholder.

47-1A-141.2. Effective date of written notice by domestic or foreign corporation to shareholder.
Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders; or when electronically transmitted to the shareholder in a manner authorized by the shareholder.
Source:
SL 2005, ch 239, §22.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141.3 - Address of written notice.

47-1A-141.3. Address of written notice.
Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
Source:
SL 2005, ch 239, §23; SL 2008, ch 275, §30.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141.4 - Effective date of written notice--Exception.

47-1A-141.4. Effective date of written notice--Exception.
Except as provided in §47-1A-141.2, written notice, if in a comprehensible form, is effective at the earliest of the following:
(1)When received;
(2)Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed;
(3)On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
Oral notice is effective when communicated, if communicated in a comprehensible manner.
Source:
SL 2005, ch 239, §24.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-141.5 - Notice requirements governing particular circumstances.

47-1A-141.5. Notice requirements governing particular circumstances.
If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with §§47-1A-141 to 47-1A-141.4, inclusive, or other provisions of this chapter, those requirements govern.
Source:
SL 2005, ch 239, §25.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-142 - Number of shareholders.

47-1A-142. Number of shareholders.
For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
(1)Three or fewer co-owners;
(2)A corporation, partnership, trust, estate, or other entity;
(3)The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
Source:
SL 2005, ch 239, §26.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-201 - Incorporators.

47-1A-201. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Office of the Secretary of State for filing.
Source:
SL 2005, ch 239, §27.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-202 - Articles of incorporation--Required provisions.

47-1A-202. Articles of incorporation--Required provisions.
The articles of incorporation shall set forth:
(1)A corporate name for the corporation that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;
(2)The number of shares the corporation is authorized to issue;
(3)The street address of its principal office;
(4)The information required by §59-11-6; and
(5)The name and address of each incorporator.
Source:
SL 2005, ch 239, §28; SL 2008, ch 275, §31.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-202.1 - Articles of incorporation--Optional provisions.

47-1A-202.1. Articles of incorporation--Optional provisions.
The articles of incorporation may set forth:
(1)The names and addresses of the individuals who are to serve as the initial directors;
(2)Provisions not inconsistent with law regarding:
(a)The purpose or purposes for which the corporation is organized;
(b)Managing the business and regulating the affairs of the corporation;
(c)Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(d)A par value for authorized shares or classes of shares; and
(e)The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3)Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4)A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled; an intentional infliction of harm on the corporation or the shareholders; a violation of §47-1A-833; or an intentional violation of criminal law;
(5)A provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision 47-1A-850(5), to any person for any action taken, or any failure to take any action, as a director, except liability for receipt of a financial benefit to which the director is not entitled; an intentional infliction of harm on the corporation or its shareholders; a violation of §47-1A-833.1; or an intentional violation of criminal law; and
(6)Any provision limiting or denying preemptive rights to acquire additional or treasury shares of the corporation.
Source:
SL 2005, ch 239, §29.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-202.2 - Articles of incorporation--Corporate powers.

47-1A-202.2. Articles of incorporation--Corporate powers.
The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
Source:
SL 2005, ch 239, §30.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-202.3 - Articles of incorporation--Extrinsic facts.

47-1A-202.3. Articles of incorporation--Extrinsic facts.
Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive.
Source:
SL 2005, ch 239, §31.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-203 - Incorporation.

47-1A-203. Incorporation.
Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. The Office of the Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Source:
SL 2005, ch 239, §32.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-204 - Liability for pre-incorporation transactions.

47-1A-204. Liability for pre-incorporation transactions.
Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is jointly and severally liable for all liabilities created while so acting.
Source:
SL 2005, ch 239, §33.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-205 - Organization of corporation.

47-1A-205. Organization of corporation.
After incorporation:
(1)If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2)If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(a)To elect directors and complete the organization of the corporation; or
(b)To elect a board of directors who shall complete the organization of the corporation.
Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. An organizational meeting may be held in or out of this state.
Source:
SL 2005, ch 239, §34.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-206 - Bylaws.

47-1A-206. Bylaws.
The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Source:
SL 2005, ch 239, §35.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-207 - Emergency bylaws.

47-1A-207. Emergency bylaws.
Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1)Procedures for calling a meeting of the board of directors;
(2)Quorum requirements for the meeting; and
(3)Designation of additional or substitute directors.
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Any corporate action taken in good faith in accordance with emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Source:
SL 2005, ch 239, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-301 - Purposes.

47-1A-301. Purposes.
Any corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
Source:
SL 2005, ch 239, §37.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-302 - General powers.

47-1A-302. General powers.
Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including the power to:
(1)Sue and be sued, complain, and defend in its corporate name;
(2)Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3)Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4)Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(5)Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(6)Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(7)Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(8)Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9)Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10)Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(11)Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12)Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(13)Make donations for the public welfare or for charitable, scientific, or educational purposes;
(14)Transact any lawful business that will aid governmental policy;
(15)Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
Source:
SL 2005, ch 239, §38.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-303 - Emergency powers.

47-1A-303. Emergency powers.
In anticipation of or during an emergency, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
During an emergency, unless emergency bylaws provide otherwise:
(1)Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2)One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent.
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Source:
SL 2005, ch 239, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-304 - Ultra vires.

47-1A-304. Ultra vires.
The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. However, a corporation's power to act may be challenged in the following proceedings:
(1)In a proceeding by a shareholder against the corporation to enjoin the act;
(2)In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3)In a proceeding by the attorney general under §47-1A-1431.
In a shareholder's proceeding under subdivision (1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Source:
SL 2005, ch 239, §40.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-401 - Corporate name--Use of particular words--Purpose.

47-1A-401. Corporate name--Use of particular words--Purpose.
A corporate name must contain the term, corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by §47-1A-301 and its articles of incorporation.
Source:
SL 2005, ch 239, §41.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-401.1 - Corporate name--Distinguishable from specified names--Exceptions.

47-1A-401.1. Corporate name--Distinguishable from specified names--Exceptions.
Except as authorized by §§47-1A-401.2 and 47-1A-401.3, a corporate name shall be distinguishable upon the records of the Office of the Secretary of State from:
(1)The corporate name of a corporation incorporated or authorized to transact business in this state;
(2)A corporate name reserved or registered under §47-1A-402 or 47-1A-403;
(3)The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;
(4)The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state; and
(5)The name of a limited liability company, limited liability partnership, limited partnership, or limited liability limited partnership organized or authorized to transact business in this state.
Source:
SL 2005, ch 239, §42.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-401.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.

47-1A-401.2. Corporate name--Application to use name not distinguishable from specified names--Authorization.
A corporation may apply to the Office of the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Office of the Secretary of State from one or more of the names described in §47-1A-401.1. The Office of the Secretary of State shall authorize use of the name applied for if:
(1)The other corporation or entity consents to the use in writing and submits an undertaking in form satisfactory to the Office of the Secretary of State to change its name to a name that is distinguishable upon the records of the Office of the Secretary of State from the name of the applying corporation; or
(2)The applicant delivers to the Office of the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
Source:
SL 2005, ch 239, §43.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-401.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.

47-1A-401.3. Corporate name--Use of name upon merger, reorganization, or acquisition of assets.
A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:
(1)Has merged with the other corporation;
(2)Has been formed by reorganization of the other corporation; or
(3)Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
This chapter does not control the use of fictitious names.
Source:
SL 2005, ch 239, §44.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-403 - Foreign corporation--Registration of corporate name.

47-1A-403. Foreign corporation--Registration of corporate name.
A foreign corporation may register its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, if the name is distinguishable upon the records of the Office of the Secretary of State from the corporate names that are not available under §47-1A-401.1. A foreign corporation registers its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, inclusive, by delivering to the Office of the Secretary of State for filing an application:
(1)Setting forth its corporate name, or its corporate name with any addition required by §§47-1A-1506.1 to 47-1A-1507, inclusive, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
(2)Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.
The name is registered for the applicant's exclusive use upon the effective date of the application.
Source:
SL 2005, ch 239, §46.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-403.1 - Foreign corporation--Renewal of registration of corporate name.

47-1A-403.1. Foreign corporation--Renewal of registration of corporate name.
A foreign corporation whose registration is effective may renew it for successive years by delivering to the Office of the Secretary of State for filing a renewal application, which complies with the requirements of §47-1A-403, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.
Source:
SL 2005, ch 239, §47.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-403.2 - Foreign corporation--Qualification under registered name--Use of name by another--Termination.

47-1A-403.2. Foreign corporation--Qualification under registered name--Use of name by another--Termination.
A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates if the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Source:
SL 2005, ch 239, §48.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-601 - Authorized shares in articles of incorporation--Class or series--Terms.

47-1A-601. Authorized shares in articles of incorporation--Class or series--Terms.
The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and shall describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
Source:
SL 2005, ch 239, §53.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-601.1 - Classes or series of shares articles of incorporation required to authorize.

47-1A-601.1. Classes or series of shares articles of incorporation required to authorize.
The articles of incorporation shall authorize:
(1)One or more classes or series of shares that together have unlimited voting rights; and
(2)One or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
Source:
SL 2005, ch 239, §54.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-601.2 - Classes or series of shares articles of incorporation may authorize.

47-1A-601.2. Classes or series of shares articles of incorporation may authorize.
The articles of incorporation may authorize one or more classes or series of shares that:
(1)Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
(2)Are redeemable or convertible as specified in the articles of incorporation:
(a)At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
(b)For cash, indebtedness, securities, or other property; and
(c)At prices and in amounts specified, or determined in accordance with a formula;
(3)Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(4)Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
The description of the preferences, rights, and limitations of classes or series of shares in this section is not exhaustive.
Source:
SL 2005, ch 239, §55.