reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-52 - Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing.

47-14A-52. Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing.
Any certificate authorized to be filed with the Office of the Secretary of State under this section (or any judicial decree of amendment or cancellation) shall be delivered to the Office of the Secretary of State for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:
(1)Certify that the certificate (or any judicial decree of amendment or cancellation) has been filed in the secretary of state's office by endorsing upon the filed certificate (or judicial decree) the word, filed, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;
(2)File and index the endorsed certificate (or judicial decree); and
(3)Prepare and return to the person who filed it or the person's representative a copy of the filed certificate (or judicial decree), similarly endorsed, and shall certify such copy as a true copy of the filed certificate (or judicial decree).
Source:
SL 2001, ch 245, §52.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-53 - Certificates effective upon filing or upon effective date contained in certificate.

47-14A-53. Certificates effective upon filing or upon effective date contained in certificate.
Upon the filing of a certificate of trust in the Office of the Secretary of State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment (or judicial decree of amendment), certificate of correction, corrected certificate, or restated certificate in the Office of the Secretary of State, or upon the future effective date or time of a certificate of amendment (or judicial decree of amendment) or restated certificate as provided for therein, the certificate of trust shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation (or a judicial decree thereof) or a certificate of merger or consolidation which acts as a certificate of cancellation in the Office of the Secretary of State, or upon the future effective date or time of a certificate of cancellation (or a judicial decree thereof) or a certificate of merger or consolidation which acts as a certificate of cancellation, as provided for therein, the certificate of trust shall be canceled. Upon the filing of a certificate of termination or amendment, the original certificate identified in the certificate of termination or amendment shall be terminated or amended, as the case may be.
Source:
SL 2001, ch 245, §53.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-54 - Fees paid at request of secretary or upon filing of certificate.

47-14A-54. Fees paid at request of secretary or upon filing of certificate.
Any fee set forth in §47-14A-57 shall be paid at the request of the secretary of state or at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of correction, a corrected certificate, a certificate of termination or amendment, a certificate of cancellation, a certificate of merger or consolidation, or a restated certificate.
Source:
SL 2001, ch 245, §54.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-55 - Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted.

47-14A-55. Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted.
Any signature on any certificate authorized to be filed with the secretary of state under any provision of this section may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax, or similar electronic transmission. However, the secretary of state need not accept such filing if such certificate is illegible or otherwise unsuitable for processing.
Source:
SL 2001, ch 245, §55.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-56 - Certificate of trust on file with secretary is notice of business trust.

47-14A-56. Certificate of trust on file with secretary is notice of business trust.
The fact that a certificate of trust is on file in the Office of the Secretary of State is notice that the entity formed in connection with the filing of the certificate of trust is a business trust formed under the laws of the state and is notice of all other facts set forth therein which are required to be set forth in a certificate of trust by §47-14A-43 and is notice of the limitation on liability of a series of a business trust which is permitted to be set forth in a certificate of trust.
Source:
SL 2001, ch 245, §56.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-57 - Fees-Documents not effective until fee paid.

47-14A-57. Fees-Documents not effective until fee paid.
No document required to be filed under this section is effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the secretary of state for the use of the state:
(1)Application for reservation of name, $50;
(2)Application for renewal of reservation, $50;
(3)Notice of transfer or cancellation of reservation, $50;
(4)Certificate of trust, $125;
(5)Certificate of amendment, $125;
(6)Certificate of cancellation, $125;
(7)Certificate of merger or consolidation, $125;
(8)Certificate of correction, $125;
(9)Certificate of termination or amendment or a restated certificate, $125; and
(10)All other certificates filed under this chapter, $50.
Source:
SL 2001, ch 245, §57; SL 2009, ch 4, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-58 - Name of business trust to be distinguishable from other businesses--Exception.

47-14A-58. Name of business trust to be distinguishable from other businesses--Exception.
The name of each business trust as set forth in its certificate of trust shall be such as to distinguish it upon the records of the Office of the Secretary of State from the name of any corporation, limited partnership, business trust, or limited liability company reserved, registered, formed, or organized under the laws of this state or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign business trust, or foreign limited liability company in this state. However, a business trust may register under any name which is not such as to distinguish it upon the records of the Office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, business trust, or limited liability company reserved, registered, formed, or organized under the laws of this state with the written consent of the other corporation, limited partnership, business trust, or limited liability company, which written consent shall be filed with the secretary of state.
Source:
SL 2001, ch 245, §58.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-59 - Name of person in name of business trust.

47-14A-59. Name of person in name of business trust.
The name of each business trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.
Source:
SL 2001, ch 245, §59.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-60 - Terms contained in name of business trust.

47-14A-60. Terms contained in name of business trust.
The name of each business trust, as set forth in its certificate of trust, may contain the following words: company, association, club, foundation, fund, institute, society, union, syndicate, limited or trust (or abbreviations of like import).
Source:
SL 2001, ch 245, §60.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-61 - Reservation of name.

47-14A-61. Reservation of name.
The exclusive right to the use of a name may be reserved by any person intending to form a business trust and to adopt that name or any business trust registered in this state which proposes to change its name.
Source:
SL 2001, ch 245, §61.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-62 - Reservation of name--Application--Duration--Transfer--Cancellation.

47-14A-62. Reservation of name--Application--Duration--Transfer--Cancellation.
The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, together with a duplicate copy, which may either be a signed or conformed copy, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name is available for use by a business trust, the secretary shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may again reserve the same name for successive one hundred twenty-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice of cancellation, executed by the applicant or transferee, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Any duplicate copy filed with the secretary of state, as required by this section, shall be returned by the secretary of state to the person who filed it or that person's representative with a notation thereon of the action taken with respect to the original copy thereof by the secretary of state.
Source:
SL 2001, ch 245, §62.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-63 - Fees for reservation--When paid.

47-14A-63. Fees for reservation--When paid.
Any fee set forth in §47-14A-57 shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
Source:
SL 2001, ch 245, §63.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-64 - Merger or consolidation of business trusts.

47-14A-64. Merger or consolidation of business trusts.
Pursuant to an agreement of merger or consolidation, a business trust may merge or consolidate with or into one or more business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with such business trust or other business entity as the agreement shall provide being the surviving or resulting business trust or other business entity. Unless otherwise provided in the governing instrument of a business trust, a merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of such business trust. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a business trust or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the surviving or resulting business trust or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, a business trust or other business entity which is not the surviving or resulting business trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.
Source:
SL 2001, ch 245, §64.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-66 - Validity of certain mergers not affected by failure to file certificate.

47-14A-66. Validity of certain mergers not affected by failure to file certificate.
Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to July 1, 2001, does not affect the validity or effectiveness of any such merger or consolidation.
Source:
SL 2001, ch 245, §66.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-67 - Effective date of merger or consolidation.

47-14A-67. Effective date of merger or consolidation.
Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the Office of the Secretary of State of a certificate of merger or consolidation.
Source:
SL 2001, ch 245, §67.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-68 - Certificate of merger or consolidation as certificate of cancellation.

47-14A-68. Certificate of merger or consolidation as certificate of cancellation.
A certificate of merger or consolidation shall act as a certificate of cancellation for a business trust which is not the surviving or resulting entity in the merger or consolidation.
Source:
SL 2001, ch 245, §68.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-69 - Amendment to or adoption of governing instrument upon merger--Effective date.

47-14A-69. Amendment to or adoption of governing instrument upon merger--Effective date.
Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this chapter may provide that an agreement of merger or consolidation approved in accordance with §47-14A-64 may:
(1)Effect any amendment to the governing instrument of the business trust; or
(2)Effect the adoption of a new governing instrument of the business trust if it is the surviving or resulting business trust in the merger or consolidation.
Any amendment to the governing instrument of a business trust or adoption of a new governing instrument of the business trust made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation. The provisions of this section may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to herein by any other means provided for in the governing instrument of a business trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent business trust to the merger or consolidation (including a business trust formed for the purpose of consummating a merger or consolidation) shall be the governing instrument of the surviving or resulting business trust.
Source:
SL 2001, ch 245, §69.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-70 - Rights, property, and obligations of merging entities vest in resulting entity.

47-14A-70. Rights, property, and obligations of merging entities vest in resulting entity.
When any merger or consolidation has become effective under this chapter, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of such business trusts and other business entities, as well as all other things and causes of action belonging to each of such business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated. The title to any real property vested by deed or otherwise, under the laws of the state, in any of such business trusts and other business entities, may not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of such business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the such business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
Source:
SL 2001, ch 245, §70.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-71 - Provision for contractual appraisal rights.

47-14A-71. Provision for contractual appraisal rights.
A governing instrument or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a beneficial interest or another interest in a business trust shall be available for any class or group of beneficial owners or beneficial interests in connection with any amendment of a governing instrument, any merger or consolidation in which the business trust is a constituent party to the merger or consolidation or the sale of all or substantially all of the business trust's assets.
Source:
SL 2001, ch 245, §71.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-72 - Authority of beneficial owner to bring derivative action.

47-14A-72. Authority of beneficial owner to bring derivative action.
A beneficial owner may bring an action in the circuit court in the right of a business trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed.
Source:
SL 2001, ch 245, §72.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-73 - Qualifications of plaintiff in derivative action.

47-14A-73. Qualifications of plaintiff in derivative action.
In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and:
(1)At the time of the transaction of which the plaintiff complains; or
(2)Plaintiff's status as a beneficial owner had devolved upon plaintiff by operation of law or pursuant to the terms of the governing instrument of the business trust from a person who was a beneficial owner at the time of the transaction.
Source:
SL 2001, ch 245, §73.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-74 - Complaint to specify efforts to secure action by trustees.

47-14A-74. Complaint to specify efforts to secure action by trustees.
In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.
Source:
SL 2001, ch 245, §74.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-75 - Costs and attorney's fees of successful derivative action.

47-14A-75. Costs and attorney's fees of successful derivative action.
If a derivative action is successful, in whole or in part, or if anything is received by a business trust as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make such award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the business trust the remainder thereof, and if those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any such award of plaintiff's expenses or a portion thereof be paid by the business trust.
Source:
SL 2001, ch 245, §75.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-76 - Beneficial owner's right to bring derivative action determined by governing instrument.

47-14A-76. Beneficial owner's right to bring derivative action determined by governing instrument.
A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the business trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the business trust join in the bringing of the derivative action.
Source:
SL 2001, ch 245, §76.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-77 - Indemnification of trustee or beneficial owner.

47-14A-77. Indemnification of trustee or beneficial owner.
Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a business trust, a business trust may indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.
Source:
SL 2001, ch 245, §77.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-78 - Absence of indemnity provision in governing instrument not conclusive.

47-14A-78. Absence of indemnity provision in governing instrument not conclusive.
The absence of a provision for indemnity in the governing instrument of a business trust may not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state.
Source:
SL 2001, ch 245, §78.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-79 - Power of business trust to acquire interest held by beneficial owner.

47-14A-79. Power of business trust to acquire interest held by beneficial owner.
Except to the extent otherwise provided in the governing instrument of a business trust, a business trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the business trust held by a beneficial owner of the business trust. Except to the extent otherwise provided in the governing instrument of a business trust, any such interest so acquired by a business trust shall be deemed canceled.
Source:
SL 2001, ch 245, §79.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-80 - Beneficial owners entitled to obtain certain information.

47-14A-80. Beneficial owners entitled to obtain certain information.
Except to the extent otherwise provided in the governing instrument of a business trust, each beneficial owner of a business trust has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be established by the trustees, to obtain from the business trust from time to time upon reasonable demand for any purpose reasonably related to the beneficial owner's interest as a beneficial owner of the business trust:
(1)A copy of the governing instrument and certificate of trust and all amendments thereto, together with copies of any written powers of attorney pursuant to which the governing instrument and any certificate and any amendments thereto have been executed;
(2)A current list of the name and last known business, residence, or mailing address of each beneficial owner and trustee;
(3)Information regarding the business and financial condition of the business trust; and
(4)Other information regarding the affairs of the business trust as is just and reasonable.
Source:
SL 2001, ch 245, §80.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-81 - Trustees entitled to examine certain information.

47-14A-81. Trustees entitled to examine certain information.
Except to the extent otherwise provided in the governing instrument of a business trust, each trustee may examine all the information described in §47-14A-80 for any purpose reasonably related to the trustee's position as a trustee.
Source:
SL 2001, ch 245, §81.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-82 - Trustees authorized to keep certain information confidential.

47-14A-82. Trustees authorized to keep certain information confidential.
Except to the extent otherwise provided in the governing instrument of a business trust, the trustees of a business trust may keep confidential from the beneficial owners, for such period of time as the trustees deem reasonable, any information that the trustees reasonably believe to be in the nature of trade secrets or other information, the disclosure of which the trustees in good faith believe is not in the best interest of the business trust or could damage the business trust or its business or which the business trust is required by law or by agreement with a third party to keep confidential.
Source:
SL 2001, ch 245, §82.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-83 - Records maintained in other than written form--Demand for information to be in writing.

47-14A-83. Records maintained in other than written form--Demand for information to be in writing.
A business trust may maintain its records in other than a written form if such form is capable of conversion into a written form within a reasonable time.
Any demand by a beneficial owner or trustee under §47-14A-80 shall be in writing and shall state the purpose of such demand.
Source:
SL 2001, ch 245, §83.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-84 - Conversion of existing business entity to business trust--Filing requirements.

47-14A-84. Conversion of existing business entity to business trust--Filing requirements.
Any other business entity formed or organized or existing under the laws of the State of South Dakota or any other state or the United States or any foreign country or other foreign jurisdiction may convert to a business trust by complying with §47-14A-89 and filing in the Office of the Secretary of State in accordance with this chapter:
(1)A certificate of conversion to business trust that has been executed by the trustees in accordance with this chapter; and
(2)A certificate of trust that complies with this chapter and has been executed by the trustees in accordance with this chapter.
Source:
SL 2001, ch 245, §84.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-85 - Certificate of conversion--Contents.

47-14A-85. Certificate of conversion--Contents.
The certificate of conversion to business trust shall state:
(1)The date on which and jurisdiction where the other business entity was first formed or organized or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a business trust;
(2)The name of the other business entity immediately prior to the filing of the certificate of conversion to business trust;
(3)The name of the business trust as set forth in its certificate of trust filed in accordance with §47-14A-84; and
(4)The future effective date or time (which shall be a date or time certain) of the conversion to a business trust if it is not to be effective upon the filing of the certificate of conversion to business trust and the certificate of trust.
Source:
SL 2001, ch 245, §85.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-86 - Effective of date of conversion to business trust--Effective date of commencement of business.

47-14A-86. Effective of date of conversion to business trust--Effective date of commencement of business.
Upon the filing in the Office of the Secretary of State of the certificate of conversion to business trust and the certificate of trust or upon the future effective date or time of the certificate of conversion to business trust and the certificate of trust, the other business entity shall be converted into a business trust and the business trust shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding §47-14A-43, the existence of the business trust shall be deemed to have commenced on the date the other business entity commenced its existence in the jurisdiction in which the other business entity was first formed or organized or otherwise came into being.
Source:
SL 2001, ch 245, §86.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-87 - Conversion to business trust not to affect liabilities incurred prior to conversion.

47-14A-87. Conversion to business trust not to affect liabilities incurred prior to conversion.
The conversion of any other business entity into a business trust may not be deemed to affect any obligations or liabilities of the other business entity incurred prior to its conversion to a business trust, or the personal liability of any person incurred prior to such conversion.
Source:
SL 2001, ch 245, §87.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-88 - Rights, property, and obligations of converting entities vest in resulting entity.

47-14A-88. Rights, property, and obligations of converting entities vest in resulting entity.
When any conversion has become effective under this chapter, for all purposes of the laws of the State of South Dakota, all of the rights, privileges, and powers of the other business entity that has converted, and all property, real, personal, and mixed, and all debts due to such other business entity, as well as all other things and causes of action belonging to such other business entity, shall remain vested in the business trust to which such other business entity has converted and shall be the property of such business trust. The title to any real property vested by deed or otherwise in such other business entity may not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other business entity shall be preserved unimpaired, and all debts, liabilities, and duties of the other business entity that has converted shall remain attached to the business trust to which such other business entity has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it in its capacity as a business trust. The rights, privileges, powers, and interests in property of the other business entity, as well as the debts, liabilities, and duties of the other business entity, may not be deemed as a consequence of the conversion, to have been transferred to the business trust to which such other business entity has converted for any purpose of the laws of the State of South Dakota.
Source:
SL 2001, ch 245, §88.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-89 - Conversion deemed continuation of business entity as business trust.

47-14A-89. Conversion deemed continuation of business entity as business trust.
Unless otherwise agreed, or as required under applicable non-South Dakota law, the converting other business entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of such other business entity and shall constitute a continuation of the existence of the converting other business entity in the form of a business trust. When the other business entity has been converted to a business trust pursuant to this chapter, the business trust shall, for all purposes of the laws of the State of South Dakota, be deemed to be the same entity as the converting other business entity.
Source:
SL 2001, ch 245, §89.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-90 - Conversion to be approved under business entity's governing instrument.

47-14A-90. Conversion to be approved under business entity's governing instrument.
Prior to filing a certificate of conversion to business trust with the Office of the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the other business entity and the conduct of its business or by applicable law, as appropriate, and a governing instrument shall be approved by the same authorization required to approve the conversion.
Source:
SL 2001, ch 245, §90.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-91 - Construction of chapter with other laws.

47-14A-91. Construction of chapter with other laws.
The provisions of this chapter may not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other business entity to the State of South Dakota by any other means provided for in an agreement governing the internal affairs of the other business entity or as otherwise permitted by law, including by the amendment of an agreement governing the internal affairs of the other business entity.
Source:
SL 2001, ch 245, §91.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-92 - Disposition of rights and interests of business entity upon conversion.

47-14A-92. Disposition of rights and interests of business entity upon conversion.
In connection with a conversion pursuant to this chapter, rights or securities of, or interests in, the other business entity which is to be converted to a business trust may be exchanged for or converted into cash, property, rights, or securities of, or interests in, such business trust or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, another business trust or other business entity.
Source:
SL 2001, ch 245, §92.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-93 - Conversion of business trust to other business entity.

47-14A-93. Conversion of business trust to other business entity.
A business trust may convert to an other business entity formed or organized under the laws of the State of South Dakota, upon the authorization of such conversion in accordance with this section. If the governing instrument specifies the manner of authorizing a conversion of the business trust, the conversion shall be authorized as specified in the governing instrument. If the governing instrument does not specify the manner of authorizing a conversion of the business trust and does not prohibit a conversion of the business trust, the conversion shall be authorized in the same manner as is specified in the governing instrument for authorizing a merger or consolidation that involves the business trust as a constituent party to the merger or consolidation. If the governing instrument does not specify the manner of authorizing a conversion of the business trust or a merger or consolidation that involves the business trust as a constituent party and does not prohibit a conversion of the business trust, the conversion shall be authorized by the approval by all of the beneficial owners and all of the trustees. When the conversion of a business trust has become effective, the business trust shall file a certificate of cancellation in the Office of the Secretary of State in accordance with this chapter. Unless otherwise agreed, the conversion of a business trust to an other business entity pursuant to this section shall not require such business trust to wind up its affairs under §§47-14A-35 to 47-14A-41, inclusive, or pay its liabilities and distribute its assets under §§47-14A-35 to 47-14A-41, inclusive. In connection with a conversion of a business trust to an other business entity pursuant to this section, rights or securities of, or interests in, the business trust which is to be converted may be exchanged for or converted into cash, property, rights, or securities of, or interests in the other business entity into which the business trust is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, any other business entity.
Source:
SL 2001, ch 245, §93.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-94 - Provisions of law subject to change.

47-14A-94. Provisions of law subject to change.
All provisions of this section may be altered from time to time or repealed and all rights of business trusts, trustees, beneficial owners, and other persons are subject to this reservation.
Source:
SL 2001, ch 245, §94.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14A - South Dakota Business Trust Act › Section 47-14A-95 - Construction.

47-14A-95. Construction.
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this section.
It is the policy of this section to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
Source:
SL 2001, ch 245, §95.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-1 - Laws governing organization of foreign business trust.

47-14B-1. Laws governing organization of foreign business trust.
The laws of the state, territory, possession, or other jurisdiction or country under which a foreign business trust is organized govern its organization and internal affairs and the liability of its beneficial owners and trustees. A foreign business trust may not be denied registration by reason of any difference between those laws and the laws of the state.
Source:
SL 2001, ch 245, §97.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-2 - Registration of foreign business trust.

47-14B-2. Registration of foreign business trust.
Before doing business in the state, a foreign business trust shall register with the secretary of state. In order to register, a foreign business trust shall submit to the secretary of state:
(1)A copy executed by a trustee or other authorized person of an application for registration as a foreign business trust, setting forth:
(a)The name of the foreign business trust and, if different, the name under which it proposes to register and do business in the state;
(b)The state, territory, possession, or other jurisdiction or country where formed, the date of its formation and a statement from a trustee or other authorized person that, as of the date of filing, the foreign business trust validly exists as a business trust under the laws of the jurisdiction of its formation;
(c)The nature of the business or purposes to be conducted or promoted in the state;
(d)The address of the registered office and the name and address of the registered agent for service of process required to be maintained by §§47-14B-5 to 47-14B-9, inclusive;
(e)A statement that the secretary of state is appointed the agent of the trust for service of process under the circumstances set forth in §47-14B-17; and
(f)The date on which the foreign business trust first did, or intends to do, business in the state.
(2)A fee as set forth in §47-14B-22 shall be paid.
Source:
SL 2001, ch 245, §98.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-3 - Doing business in the state.

47-14B-3. Doing business in the state.
No person may be deemed to be doing business in the state solely by reason of being a trustee or a beneficial owner of a foreign business trust.
Source:
SL 2001, ch 245, §99.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-4 - Certification and filing of application.

47-14B-4. Certification and filing of application.
If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the secretary of state shall:
(1)Certify that the application has been filed in the secretary of state's office by endorsing upon the original application the word, Filed, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;
(2)File and index the endorsed application.
The secretary of state shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application.
Source:
SL 2001, ch 245, §100.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-5 - Name of foreign business trust.

47-14B-5. Name of foreign business trust.
A foreign business trust may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) that could be registered by a domestic business trust. However, a foreign business trust may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic or foreign corporation, business trust, limited liability company, or limited partnership reserved, registered, or organized under the laws of the state with the written consent of the other corporation, business trust, limited liability company, or limited partnership, which written consent shall be filed with the secretary of state.
Source:
SL 2001, ch 245, §101.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-6 - Office and agent of foreign business trust.

47-14B-6. Office and agent of foreign business trust.
Each foreign business trust shall have and maintain in the state:
(1)A registered office which may but need not be a place of its business in the state; and
(2)A registered agent for service of process on the foreign business trust, which agent may be either an individual resident of the state whose business office is identical with the foreign business trust's registered office, or a domestic corporation, or a domestic limited partnership, or a business trust, or a domestic limited liability company, or a foreign corporation, or a foreign limited partnership, or a foreign business trust, or a foreign limited liability company authorized to do business in the state having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent.
Source:
SL 2001, ch 245, §102.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-7 - Change of address of registered office of foreign business trust.

47-14B-7. Change of address of registered office of foreign business trust.
A registered agent may change the address of the registered office of the foreign business trust for which he or she is registered agent to another address in the state by paying a fee as set forth in §47-14B-22 and filing with the secretary of state a certificate, executed by such registered agent, setting forth the names of all the foreign business trusts represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign business trusts, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the foreign business trusts recited in the certificate. Upon the filing of such certificate, the secretary of state shall furnish to the registered agent a certified copy of the same under the secretary of state's hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the state of each of the foreign business trusts recited in the certificate shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a foreign business trust, such registered agent shall file with the secretary of state a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, the names of all the foreign business trusts represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such foreign business trusts, and shall pay a fee as set forth in §47-14B-22. Upon the filing of such certificate, the secretary of state shall furnish to the registered agent a certified copy of the same under the secretary of state's hand and seal of office. Filing a certificate under this section shall be deemed to be an amendment of the application of each foreign business trust affected thereby and each foreign business trust need not take any further action with respect thereto, to amend its application under §47-14B-10. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each foreign business trust affected thereby.
Source:
SL 2001, ch 245, §103.