reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.6 - Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.

47-1A-1434.6. Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.
The purchase ordered pursuant to §47-1A-1434.4 shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to §§47-1A-1402 to 47-1A-1403.1, inclusive, which articles must then be adopted and filed within fifty days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with the provisions of §§47-1A-1405 to 47-1A-1407.2, inclusive, and the order entered pursuant to §47-1A-1434.4 is no longer of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of §47-1A-1434.4 and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.
Source:
SL 2005, ch 239, §344.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1434.7 - Provisions applicable to payment by corporation pursuant to order to purchase shares.

47-1A-1434.7. Provisions applicable to payment by corporation pursuant to order to purchase shares.
Any payment by the corporation pursuant to an order under §47-1A-1434.2 or 47-1A-1434.4, other than an award of fees and expenses pursuant to §47-1A-1434.4, is subject to the provisions of §§47-1A-640 to 47-1A-640.5, inclusive.
Source:
SL 2005, ch 239, §345.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1440 - Deposit with state treasurer.

47-1A-1440. Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer shall pay that amount.
Source:
SL 2005, ch 239, §346.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1501 - Authority to transact business required.

47-1A-1501. Authority to transact business required.
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of this section:
(1)Maintaining, defending, or settling any proceeding;
(2)Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3)Maintaining bank accounts;
(4)Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;
(5)Selling through independent contractors;
(6)Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8)Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9)Owning, without more, real or personal property;
(10)Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and
(11)Transacting business in interstate commerce.
Source:
SL 2005, ch 239, §347.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1502 - Consequences of transacting business without authority.

47-1A-1502. Consequences of transacting business without authority.
A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
Source:
SL 2005, ch 239, §348.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1502.1 - Stay of proceeding until necessity for certificate of authority is determined and obtained.

47-1A-1502.1. Stay of proceeding until necessity for certificate of authority is determined and obtained.
A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
Source:
SL 2005, ch 239, §349.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1502.2 - Penalties for transacting business without certificate of authority--Collection.

47-1A-1502.2. Penalties for transacting business without certificate of authority--Collection.
A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of one thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this section.
Notwithstanding §47-1A-1502, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Source:
SL 2005, ch 239, §350.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1503 - Application for certificate of authority.

47-1A-1503. Application for certificate of authority.
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Office of the Secretary of State for filing. The application must set forth:
(1)The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of §§47-1A-1506 to 47-1A-1506.4, inclusive;
(2)The name of the state or country under whose law it is incorporated;
(3)Its date of incorporation and period of duration;
(4)The street address of its principal office;
(5)The information required by §59-11-6; and
(6)The names and usual business addresses of its current directors and officers.
The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
Source:
SL 2005, ch 239, §351; SL 2008, ch 275, §46.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1504 - Amended certificate of authority.

47-1A-1504. Amended certificate of authority.
A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Office of the Secretary of State if it changes:
(1)Its corporate name;
(2)The period of its duration;
(3)The state or country of its incorporation; or
(4)Any of the information required by §59-11-6.
The requirements of §47-1A-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Source:
SL 2005, ch 239, §352; SL 2008, ch 275, §47.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1505 - Effect of certificate of authority.

47-1A-1505. Effect of certificate of authority.
A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Source:
SL 2005, ch 239, §353.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1506 - Corporate name of foreign corporation--Use of particular words--Fictitious name.

47-1A-1506. Corporate name of foreign corporation--Use of particular words--Fictitious name.
If the corporate name of a foreign corporation does not satisfy the requirements of §§47-1A-401 to 47-1A-401.3, inclusive, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:
(1)May add the word, corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., to its corporate name for use in this state; or
(2)May use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
Source:
SL 2005, ch 239, §354.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1506.1 - Corporate name--Distinguishable from specified names.

47-1A-1506.1. Corporate name--Distinguishable from specified names.
Except as authorized by §§47-1A-1506.2 and 47-1A-1506.3, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records 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 to 47-1A-403.2, inclusive;
(3)The fictitious name of another foreign corporation authorized to transact business in this state;
(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 partnership, limited liability partnership, or limited liability limited partnership organized or authorized to transact business in this state.
Source:
SL 2005, ch 239, §355.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1506.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.

47-1A-1506.2. Corporate name--Application to use name not distinguishable from specified names--Authorization.
A foreign corporation may apply to the Office of the Secretary of State for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon the records of the Office of the Secretary of State from the name applied for. 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 secretary of state a certified copy of a 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, §356.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1506.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.

47-1A-1506.3. Corporate name--Use of name upon merger, reorganization, or acquisition of assets.
A foreign corporation may use in this state 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 foreign 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.
Source:
SL 2005, ch 239, §357.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1506.4 - Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority.

47-1A-1506.4. Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority.
If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of §§47-1A-401 to 47-1A-401.3, inclusive, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of §§47-1A-401 to 47-1A-401.3, inclusive, and obtains an amended certificate of authority under §47-1A-1504.
Source:
SL 2005, ch 239, §358.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1520 - Withdrawal of foreign corporation.

47-1A-1520. Withdrawal of foreign corporation.
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Office of the Secretary of State. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1)The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2)That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)That it revokes the authority of its registered agent to accept service on its behalf; and
(4)The address of the corporation's principal office.
After the withdrawal of the corporation is effective, service of process is perfected pursuant to §47-1A-1510.
Source:
SL 2005, ch 239, §363.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1521 - Automatic withdrawal upon certain conversions.

47-1A-1521. Automatic withdrawal upon certain conversions.
A foreign business corporation authorized to transact business in this state that converts to any form of domestic filing entity shall be deemed to have withdrawn on the effective date of the conversion.
Source:
SL 2005, ch 239, §364.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1522 - Withdrawal upon conversion to a nonfiling entity.

47-1A-1522. Withdrawal upon conversion to a nonfiling entity.
A foreign business corporation authorized to transact business in this state that converts to a domestic or foreign nonfiling entity shall apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1)The name of the foreign business corporation and the name of the state or country under whose law it was incorporated before the conversion;
(2)That it surrenders its authority to transact business in this state as a foreign business corporation;
(3)The type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;
(4)If it has been converted to a foreign unincorporated entity:
(a)That it revokes the authority of its registered agent to accept service on its behalf; and
(b)The address of the entity's principal office.
After the withdrawal under this section of a corporation that has converted to a foreign unincorporated entity is effective, service of process is perfected pursuant to §47-1A-1510.
After the withdrawal under this section of a corporation that has converted to a domestic unincorporated entity is effective, service of process shall be made on the unincorporated entity in accordance with the regular procedures for service of process on the form of unincorporated entity to which the corporation was converted.
Source:
SL 2005, ch 239, §365.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1523 - Transfer of authority.

47-1A-1523. Transfer of authority.
A foreign business corporation authorized to transact business in this state that converts to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing with the Office of the Secretary of State if it transacts business in this state shall file with the Office of the Secretary of State an application for transfer of authority executed by any officer or other duly authorized representative. The application shall set forth:
(1)The name of the corporation;
(2)The type of unincorporated entity to which it has been converted and the jurisdiction whose laws govern its internal affairs;
(3)Any other information that would be required in a filing under the laws of this state by an unincorporated entity of the type the corporation has become seeking authority to transact business in this state.
The application for transfer of authority shall be delivered to the Office of the Secretary of State for filing and shall take effect at the effective time provided in §§47-1A-123 and 47-1A-123.1.
Upon the effectiveness of the application for transfer of authority, the authority of the corporation under §§47-1A-1501 to 47-1A-1532, inclusive, to transact business in this state shall be transferred without interruption to the converted entity which shall thereafter hold such authority subject to the provisions of the laws of this state applicable to that type of unincorporated entity.
Source:
SL 2005, ch 239, §366.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1530 - Grounds for revocation.

47-1A-1530. Grounds for revocation.
The Office of the Secretary of State may commence a proceeding under §§47-1A-1531 and 47-1A-1531.1 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)The foreign corporation does not deliver its annual report to the Office of the Secretary of State within sixty days after it is due;
(2)The foreign corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(3)The foreign corporation is without a registered agent in this state for sixty days or more;
(4)The foreign corporation does not inform the secretary of state by an appropriate filing that its registered agent has changed or that its registered agent has resigned within sixty days of the change or resignation;
(5)An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing;
(6)The Office of the Secretary of State receives a duly authenticated certificate from the Office of the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
Source:
SL 2005, ch 239, §367; SL 2008, ch 275, §49.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1531 - Procedure for and effect of revocation.

47-1A-1531. Procedure for and effect of revocation.
If the Office of the Secretary of State determines that one or more grounds exist under §47-1A-1530 for revocation of a certificate of authority, the Office of the Secretary of State shall serve the foreign corporation with written notice of that determination under §47-1A-1510. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Office of the Secretary of State that each ground determined by the Office of the Secretary of State does not exist within sixty days after service of the notice is perfected under §47-1A-1510, the Office of the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Office of the Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under §47-1A-1510.
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
Source:
SL 2005, ch 239, §368.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1531.1 - Revocation appoints Office of Secretary of State agent for service of process for corporation--Registered agent.

47-1A-1531.1. Revocation appoints Office of Secretary of State agent for service of process for corporation--Registered agent.
The Office of the Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Office of the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Office of the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Office of the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Source:
SL 2005, ch 239, §369.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1532 - Appeal from revocation.

47-1A-1532. Appeal from revocation.
A foreign corporation may appeal the Office of the Secretary of State's revocation of its certificate of authority to the circuit court within thirty days after service of the certificate of revocation is perfected under §47-1A-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Office of the Secretary of State's certificate of revocation.
The court may summarily order the Office of the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
The court's final decision may be appealed as in other civil proceedings.
Source:
SL 2005, ch 239, §370.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1601 - Corporate records--Requirements.

47-1A-1601. Corporate records--Requirements.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
A corporation shall maintain appropriate accounting records.
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
Source:
SL 2005, ch 239, §371.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1601.1 - Corporate records--Copies at principal office.

47-1A-1601.1. Corporate records--Copies at principal office.
A corporation shall keep a copy of the following records at its principal office:
(1)Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in §47-1A-120.2 regarding facts on which a filed document is dependent;
(2)Its bylaws or restated bylaws and all amendments to them currently in effect;
(3)Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4)The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
(5)All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under §47-1A-1620;
(6)A list of the names and business addresses of its current directors and officers; and
(7)Its most recent annual report delivered to the Office of the Secretary of State under §§47-1A-1621 to 47-1A-1621.3, inclusive.
Source:
SL 2005, ch 239, §372.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1602 - Shareholder right to inspect and copy records specified in § 47-1A-1601.1.

47-1A-1602. Shareholder right to inspect and copy records specified in §47-1A-1601.1.
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in §47-1A-1601.1 if the shareholder gives the corporation written notice of that demand at least five business days before the date on which the shareholder wishes to inspect and copy.
Source:
SL 2005, ch 239, §373.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1602.1 - Shareholder right to inspect and copy specified records--Prerequisites in § 47-1A-1602.2.

47-1A-1602.1. Shareholder right to inspect and copy specified records--Prerequisites in §47-1A-1602.2.
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of §47-1A-1602.2 and gives the corporation written notice of that demand at least five business days before the date on which the shareholder wishes to inspect and copy:
(1)Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under §47-1A-1602;
(2)Accounting records of the corporation; and
(3)The record of shareholders.
Source:
SL 2005, ch 239, §374.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1602.2 - Prerequisites to shareholder right to inspect and copy records specified in § 47-1A-1602.1.

47-1A-1602.2. Prerequisites to shareholder right to inspect and copy records specified in §47-1A-1602.1.
A shareholder may inspect and copy the records described in §47-1A-1602.1 only if:
(1)Demand is made in good faith and for a proper purpose;
(2)The shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect; and
(3)The records are directly connected with the purpose.
Source:
SL 2005, ch 239, §375.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1602.3 - Abolition or limitation of right of inspection prohibited--Application.

47-1A-1602.3. Abolition or limitation of right of inspection prohibited--Application.
The right of inspection granted by §§47-1A-1602 to 47-1A-1602.2, inclusive, may not be abolished or limited by a corporation's articles of incorporation or bylaws.
The provisions of this section do not affect:
(1)The right of a shareholder to inspect records under §47-1A-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(2)The power of a court, independently of this chapter, to compel the production of corporate records for examination.
For purposes of §§47-1A-1602 to 47-1A-1602.3, inclusive, the term, shareholder, includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Source:
SL 2005, ch 239, §376.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1603 - Scope of inspection right.

47-1A-1603. Scope of inspection right.
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
The right to copy records under §§47-1A-1602 to 47-1A-1602.3, inclusive, includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision 47-1A-1602.1(3) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.
Source:
SL 2005, ch 239, §377.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1604 - Court-ordered inspection of records specified in § 47-1A-1602.

47-1A-1604. Court-ordered inspection of records specified in §47-1A-1602.
If a corporation does not allow a shareholder who complies with §47-1A-1602 to inspect and copy any records required by that section to be available for inspection, the circuit court of the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
Source:
SL 2005, ch 239, §378; SL 2008, ch 275, §50.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1604.1 - Court-ordered inspection of other records.

47-1A-1604.1. Court-ordered inspection of other records.
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with §§47-1A-1602.1 and 47-1A-1602.2 may apply to the circuit court in the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this section on an expedited basis.
Source:
SL 2005, ch 239, §379; SL 2008, ch 275, §51.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1604.2 - Court-ordered inspection--Order to pays costs--Restrictions on use or distribution of records.

47-1A-1604.2. Court-ordered inspection--Order to pays costs--Restrictions on use or distribution of records.
If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
If the court orders inspection and copying of the records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Source:
SL 2005, ch 239, §380.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1605 - Inspection of records by directors.

47-1A-1605. Inspection of records by directors.
A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
Source:
SL 2005, ch 239, §381.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1605.1 - Court-ordered inspection of records upon application of director.

47-1A-1605.1. Court-ordered inspection of records upon application of director.
The circuit court of the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this section on an expedited basis.
Source:
SL 2005, ch 239, §382; SL 2008, ch 275, §52.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1605.2 - Court-ordered inspection for director--Limitations--Costs.

47-1A-1605.2. Court-ordered inspection for director--Limitations--Costs.
If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.
Source:
SL 2005, ch 239, §383.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1606 - Exception to notice requirement.

47-1A-1606. Exception to notice requirement.
Whenever notice is required to be given under any provision of this chapter to any shareholder, such notice may not be required to be given if:
(1)Notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable; or
(2)All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable.
If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then-current address, the requirement that notice be given to such shareholder shall be reinstated.
Source:
SL 2005, ch 239, §384.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1620 - Financial statements for shareholders.

47-1A-1620. Financial statements for shareholders.
Upon the written request of any shareholder of a corporation, the corporation shall mail to such shareholder its most recent financial statement showing in reasonable detail its assets and liabilities and the results of its operations.
Source:
SL 2005, ch 239, §385.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1701 - Application to existing domestic corporations.

47-1A-1701. Application to existing domestic corporations.
This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit.
Source:
SL 2005, ch 239, §390.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1702 - Application to qualified foreign corporations.

47-1A-1702. Application to qualified foreign corporations.
A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
Source:
SL 2005, ch 239, §391.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1703 - Saving provisions.

47-1A-1703. Saving provisions.
Except as provided in §47-1A-1703.1, the repeal of a statute by this chapter does not affect:
(1)The operation of the statute or any action taken under it before its repeal;
(2)Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3)Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4)Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
Source:
SL 2005, ch 239, §392.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-1 - Agriculture prohibited as corporate or limited liability company purpose.

47-9A-1. Agriculture prohibited as corporate or limited liability company purpose.
The Legislature of the State of South Dakota recognizes the importance of the family farm to the economic and moral stability of the state, and the Legislature recognizes that the existence of the family farm is threatened by conglomerates in farming. Therefore, it is hereby declared to be the public policy of this state, and shall be the provision of this chapter, that, notwithstanding the provisions of §47-1A-301, no foreign or domestic corporation, except as provided herein, shall be formed or licensed under the South Dakota Business Corporation Act for the purpose of owning, leasing, holding or otherwise controlling agricultural land to be used in the business of agriculture.
It is further declared that no foreign or domestic limited liability company, except as provided herein, shall be formed or licensed under the South Dakota Limited Liability Company Act for the purpose of owning, leasing, holding or otherwise controlling agricultural land to be used in the business of agriculture.
Source:
SL 1974, ch 294, §2; SL 1991, ch 377, §1; SL 1993, ch 344, §39FF; SL 2005, ch 202, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-1.1 - Certain breeding stock, products, and facilities exempt.

47-9A-1.1. Certain breeding stock, products, and facilities exempt.
The restrictions of §§47-9A-1 and 47-9A-3 do not apply to agricultural land, animals, or facilities owned or operated primarily for the purpose of producing animal breeding stock or reproductive products from animals.
Source:
SL 2006, ch 229, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-2 - Definition of terms.

47-9A-2. Definition of terms.
Terms used in this chapter, unless the context otherwise plainly requires, mean:
(1)"Agricultural land," land used for farming;
(2)"Corporation" or any derivation of "corporation," both corporations under the South Dakota Business Corporation Act and limited liability companies under the South Dakota Limited Liability Company Act;
(2A)"Family," all descendants born of common parents after the year 1900 as well as their spouses, step-children, and adopted children. Once a person is a family member subsequent events such as death or divorce, do not disqualify that person from being a family member under this chapter.
(3)"Family farm," an unincorporated farming unit owned by one or more persons residing on the farm or actively engaging in farming;
(4)"Farming," the cultivation of land for the production of agricultural crops; livestock or livestock products; poultry or poultry products; milk or dairy products; or fruit or other horticultural products. It shall not include the production of timber or forest products; nor shall it include a contract whereby a processor or distributor of farm products or supplies provides spraying, harvesting or other farm services;
(5)"Shareholders" or "stockholders," include the members of a limited liability company; and
(6)"Shares" or "stock," include membership interests in a limited liability company.
Source:
SL 1974, ch 294, §3 (1), (3), (4); SL 1993, ch 344, §39GG; SL 2004, ch 276, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-3 - Corporate farming and acquisition of interest in farm real estate prohibited.

47-9A-3. Corporate farming and acquisition of interest in farm real estate prohibited.
Except as provided herein, no foreign or domestic corporation may engage in farming; nor may any foreign or domestic corporation, directly or indirectly, own, acquire, or otherwise obtain an interest, whether legal, beneficial or otherwise, in any title to real estate used for farming or capable of being used for farming in this state.
Source:
SL 1974, ch 294, §4; SL 1991, ch 377, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-3.1 - Certain greenhouse operations exempt.

47-9A-3.1. Certain greenhouse operations exempt.
The restrictions of §§47-9A-1 and 47-9A-3 do not apply to the cultivation of edible fruits, vegetables or mushrooms if such cultivation occurs within a greenhouse or other enclosed or semi-enclosed structure.
Source:
SL 1986, ch 386; SL 2004, ch 277, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-3.2 - Facilities for feeding poultry or producing meat or eggs exempt.

47-9A-3.2. Facilities for feeding poultry or producing meat or eggs exempt.
The restrictions of §§47-9A-1 and 47-9A-3 do not apply to facilities acquired by a corporation for the purpose of feeding poultry for the production of meat or eggs.
Source:
SL 1986, ch 385; SL 2004, ch 277, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-3.3 - Dairy on agricultural lands exempt.

47-9A-3.3. Dairy on agricultural lands exempt.
The restrictions of §§47-9A-1 and 47-9A-3 do not apply to agricultural lands acquired by a corporation solely for the purpose of operating a dairy.
Source:
SL 2008, ch 237, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-4 - Banks and trust companies exempt--Purchase of agricultural land through pooled investment fund excepted.

47-9A-4. Banks and trust companies exempt--Purchase of agricultural land through pooled investment fund excepted.
Any national or state chartered bank, or trust company, authorized to do business in this state shall be exempt from the provisions of this chapter; provided, however, that no national or state bank or trust company shall purchase agricultural lands in South Dakota through a pooled investment fund formed from assets from retirement, pension, profit sharing, stock bonds or other trusts.
Source:
SL 1974, ch 294, §9; SL 1977, ch 383.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-5 - Certain limited liability entities exempt from restrictions.

47-9A-5. Certain limited liability entities exempt from restrictions.
The restrictions of §§47-9A-1 and 47-9A-3 do not apply to agricultural land and land capable of being used for farming which:
(1)Was owned by a corporation as of July 1, 1974, including the normal expansion of such ownership at a rate not to exceed twenty percent, measured in acres, in any five-year period; or
(2)Is leased by a corporation in an amount, measured in acres, not to exceed the acreage under lease to such corporation as of July 1, 1974, and the additional acreage required for normal expansion at a rate not to exceed twenty percent in any five-year period;
and the additional acreage necessary to meet the requirements of pollution control regulations.
Source:
SL 1974, ch 294, §4 (3), (6); SL 2004, ch 277, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 09A - Corporate Farming Restrictions › Section 47-9A-6 - Encumbrance taken for security exempt.

47-9A-6. Encumbrance taken for security exempt.
The restrictions provided in §§47-9A-1 and 47-9A-3 do not apply to a bona fide encumbrance taken for purposes of security.
Source:
SL 1974, ch 294, §4 (1); SL 2004, ch 277, §4.