reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-923 - Surrender of charter upon domestication.

47-1A-923. Surrender of charter upon domestication.
Whenever a domestic business corporation has adopted and approved, in the manner required by §§47-1A-920 to 47-1A-925.1, inclusive, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)The name of the corporation;
(2)A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;
(3)A statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of incorporation; and
(4)The corporation's new jurisdiction of incorporation.
Source:
SL 2005, ch 239, §206.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-924 - Effect of domestication.

47-1A-924. Effect of domestication.
When a domestication becomes effective:
(1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;
(2)The liabilities of the corporation remain the liabilities of the corporation;
(3)An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;
(4)The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;
(5)The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and
(6)The corporation is deemed to:
(a)Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;
(b)Be the same corporation without interruption as the domesticating corporation; and
(c)Have been incorporated on the date the domesticating corporation was originally incorporated.
Source:
SL 2005, ch 239, §209.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-924.1 - Effect of domestication of domestic business corporation in foreign jurisdiction.

47-1A-924.1. Effect of domestication of domestic business corporation in foreign jurisdiction.
When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:
(1)Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and
(2)Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §210.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-924.2 - Owner liability of shareholder in domesticated foreign corporation.

47-1A-924.2. Owner liability of shareholder in domesticated foreign corporation.
The owner liability of a shareholder in a foreign corporation that is domesticated in this state is as follows:
(1)The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication;
(2)The shareholder does not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;
(3)The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the domestication had not occurred; and
(4)The shareholder has whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subdivision (1), as if the domestication had not occurred.
Source:
SL 2005, ch 239, §211.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-924.3 - Owner liability only for debts arising after effective time of articles of domestication.

47-1A-924.3. Owner liability only for debts arising after effective time of articles of domestication.
A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this state has owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication.
Source:
SL 2005, ch 239, §212.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-925 - Abandonment of a domestication of domestic business corporation.

47-1A-925. Abandonment of a domestication of domestic business corporation.
Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by §§47-1A-920 to 47-1A-925, inclusive, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.
If a domestication is abandoned under this section after articles of charter surrender have been filed with the Office of the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective.
Source:
SL 2005, ch 239, §213.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-925.1 - Abandonment of domestication of foreign business corporation.

47-1A-925.1. Abandonment of domestication of foreign business corporation.
If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Office of the Secretary of State, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing. The statement shall take effect upon filing and the domestication shall be deemed abandoned and does not become effective.
Source:
SL 2005, ch 239, §214.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950 - Domestic business corporation to become domestic unincorporated entity.

47-1A-950. Domestic business corporation to become domestic unincorporated entity.
A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.
Source:
SL 2005, ch 239, §215.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950.1 - Domestic business corporation to become foreign unincorporated entity.

47-1A-950.1. Domestic business corporation to become foreign unincorporated entity.
A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
Source:
SL 2005, ch 239, §216.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950.2 - Domestic unincorporated entity to become domestic business corporation.

47-1A-950.2. Domestic unincorporated entity to become domestic business corporation.
A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and appraisal rights exercised, in accordance with the procedures in §§47-1A-950 to 47-1A-956, inclusive, and §§47-1A-1301 to 47-1A-1331.2, inclusive. Without limiting the provisions of this section, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion is subject to §§47-1A-950.4 and 47-1A-952. For purposes of applying §§47-1A-950 to 47-1A-956, inclusive and §§47-1A-1301 to 47-1A-1331.2, inclusive:
(1)The unincorporated entity, its interest holders, interests and organic documents taken together, are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa, as the context may require; and
(2)If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group is deemed to be the board of directors.
Source:
SL 2005, ch 239, §217.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950.3 - Foreign unincorporated entity to become domestic business corporation.

47-1A-950.3. Foreign unincorporated entity to become domestic business corporation.
A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.
Source:
SL 2005, ch 239, §218.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950.4 - Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion.

47-1A-950.4. Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion.
If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July1, 2005, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time as the provision is amended subsequent to that date.
Source:
SL 2005, ch 239, §219.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-950.5 - Definition of terms applying to §§ 47-1A-950 to 47-1A-956.

47-1A-950.5. Definition of terms applying to §§47-1A-950 to 47-1A-956.
Terms used in §§47-1A-950 to 47-1A-956, inclusive, mean:
(1)"Converting entity," the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;
(2)"Surviving entity," the corporation or unincorporated entity that is in existence immediately after consummation of an entity conversion pursuant to §§47-1A-950 to 47-1A-956, inclusive.
Source:
SL 2005, ch 239, §220.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-951 - Plan of entity conversion--Content.

47-1A-951. Plan of entity conversion--Content.
A plan of entity conversion must include:
(1)A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2)The terms and conditions of the conversion;
(3)The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4)The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.
Source:
SL 2005, ch 239, §221.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-951.1 - Plan of entity conversion--Amendments.

47-1A-951.1. Plan of entity conversion--Amendments.
The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change:
(1)The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan by the shareholders;
(2)The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to §47-1A-1005; or
(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
Source:
SL 2005, ch 239, §222.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-951.2 - Terms of plan of entity conversion dependent on extrinsic facts.

47-1A-951.2. Terms of plan of entity conversion dependent on extrinsic facts.
Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive.
Source:
SL 2005, ch 239, §223.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-952 - Action on a plan of entity conversion.

47-1A-952. Action on a plan of entity conversion.
In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:
(1)The plan of entity conversion must be adopted by the board of directors;
(2)After adopting the plan of entity conversion, the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;
(3)The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;
(4)If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion;
(5)Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the conversion by that voting group exists;
(6)If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2005, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended;
(7)If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.
Source:
SL 2005, ch 239, §224.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-953 - Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.

47-1A-953. Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.
After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall:
(1)Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which shall be a name that satisfies the organic law of the surviving entity;
(2)State the type of unincorporated entity that the surviving entity will be;
(3)Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;
(4)If the surviving entity is a filing entity, either contain all of the provisions required to be set forth in its public organic document and any other desired provisions that are permitted, or have attached a public organic document. However, in either case, provisions that would not be required to be included in a restated public organic document may be omitted.
Source:
SL 2005, ch 239, §225.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-953.1 - Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.

47-1A-953.1. Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any officer or other duly authorized representative. The articles shall:
(1)Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;
(2)Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity;
(3)Either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.
Source:
SL 2005, ch 239, §226.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-953.2 - Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.

47-1A-953.2. Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall:
(1)Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;
(2)Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;
(3)Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and
(4)Either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.
Source:
SL 2005, ch 239, §227.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-953.3 - Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority.

47-1A-953.3. Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority.
The articles of entity conversion 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. Articles of entity conversion filed under §47-1A-953 or 47-1A-953.1 may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of §§47-1A-953 to 47-1A-953.3, inclusive, and the other organic law.
If the converting entity is a foreign unincorporated entity that is authorized to transact business in this state under a provision of law similar to §§47-1A-1501 to 47-1A-1532, inclusive, its certificate of authority or other type of foreign qualification shall be cancelled automatically on the effective date of its conversion.
Source:
SL 2005, ch 239, §228.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-954 - Surrender of charter upon conversion.

47-1A-954. Surrender of charter upon conversion.
Whenever a domestic business corporation has adopted and approved, in the manner required by §§47-1A-950 to 47-1A-956, inclusive, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1)The name of the corporation;
(2)A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;
(3)A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the articles of incorporation;
(4)The jurisdiction under the laws of which the surviving entity will be organized;
(5)If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.
The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§47-1A-123 and 47-1A-123.1.
Source:
SL 2005, ch 239, §229.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-955 - Effect of entity conversion.

47-1A-955. Effect of entity conversion.
When a conversion under §§47-1A-950 to 47-1A-956, inclusive, becomes effective:
(1)The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment;
(2)The liabilities of the converting entity remain the liabilities of the surviving entity;
(3)An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred;
(4)In the case of a surviving entity that is a filing entity, its articles of incorporation or public organic document and its private organic document become effective;
(5)In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective;
(6)The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights that they may have under the organic law of the converting entity; and
(7)The surviving entity is deemed to:
(a)Be incorporated or organized under and subject to the organic law of the converting entity for all purposes;
(b)Be the same corporation or unincorporated entity without interruption as the converting entity; and
(c)Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
Source:
SL 2005, ch 239, §230.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-955.1 - Effect of conversion of domestic business to a foreign other entity.

47-1A-955.1. Effect of conversion of domestic business to a foreign other entity.
When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to:
(1)Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion; and
(2)Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under §§47-1A-1301 to 47-1A-1331.2, inclusive.
Source:
SL 2005, ch 239, §231.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-955.2 - Owner liability only for debts arising after effective time of articles of entity conversion.

47-1A-955.2. Owner liability only for debts arising after effective time of articles of entity conversion.
Any shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion.
Source:
SL 2005, ch 239, §232.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-955.3 - Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.

47-1A-955.3. Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.
The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as follows:
(1)The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liability arose before the effective time of the articles of entity conversion;
(2)The interest holder does not have owner liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion;
(3)The provisions of the organic law of the unincorporated entity continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the conversion had not occurred;
(4)The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by subdivision (1), as if the conversion had not occurred.
Source:
SL 2005, ch 239, §233.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-956 - Abandonment of an entity conversion.

47-1A-956. Abandonment of an entity conversion.
Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by §§47-1A-950 to 47-1A-956, inclusive, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the Office of the Secretary of State, but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the Office of the Secretary of State for filing prior to the effective date of the entity conversion. Upon filing, the statement shall take effect, and the entity conversion shall be deemed abandoned and does not become effective.
Source:
SL 2005, ch 239, §234.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-957 - Cooperative converted to business corporation.

47-1A-957. Cooperative converted to business corporation.
Any cooperative may convert itself into a business corporation by adopting an amendment to its articles by which it elects to become subject to chapter 47-1A, together with changes in its articles required by the chapter and other desirable changes permitted by the chapter. Such amendment shall be adopted, filed, and recorded in the manner provided by the law then applicable to the cooperative. The conversion is effective upon the issuance of the certificate of amendment by the secretary of state.
Source:
SL 2007, ch 258, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1001 - Authority to amend.

47-1A-1001. Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Source:
SL 2005, ch 239, §235.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1002 - Amendment before issuance of shares.

47-1A-1002. Amendment before issuance of shares.
If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
Source:
SL 2005, ch 239, §236.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1003 - Amendment by board of directors and shareholders.

47-1A-1003. Amendment by board of directors and shareholders.
If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(1)The proposed amendment must be adopted by the board of directors;
(2)Except as provided in §§47-1A-1005, and 47-1A-1007 to 47-1A-1008, inclusive, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination;
(3)The board of directors may condition its submission of the amendment to the shareholders on any basis;
(4)If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment;
(5)Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), requires a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in §47-1A-1004, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
Source:
SL 2005, ch 239, §237.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1004 - Voting on amendments by voting groups.

47-1A-1004. Voting on amendments by voting groups.
If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
(1)Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(2)Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(3)Change the rights, preferences, or limitations of all or part of the shares of the class;
(4)Change the shares of all or part of the class into a different number of shares of the same class;
(5)Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(6)Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(7)Limit or deny an existing preemptive right of all or part of the shares of the class; or
(8)Cancel or otherwise affect rights to distributions that have accumulated, but not yet been authorized, on all or part of the shares of the class.
If a proposed amendment would affect a series of a class of shares in one or more of the ways described in this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
Source:
SL 2005, ch 239, §238.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1005 - Amendment by board of directors.

47-1A-1005. Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:
(1)To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2)To delete the names and addresses of the initial directors;
(3)To change the information required by §59-11-6;
(4)If the corporation has only one class of shares outstanding:
(a)To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(b)To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(5)To change the corporate name by substituting the term, corporation, incorporated, company, limited, or the abbreviation, corp., inc., co., or ltd., for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(6)To reflect a reduction in authorized shares, as a result of the operation of §47-1A-631, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(7)To delete a class of shares from the articles of incorporation, as a result of the operation of §47-1A-631, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(8)To make any change expressly permitted by §§47-1A-602 or 47-1A-602.1 to be made without shareholder approval.
Source:
SL 2005, ch 239, §239; SL 2008, ch 275, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1006 - Articles of amendment.

47-1A-1006. Articles of amendment.
After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Office of the Secretary of State, for filing, articles of amendment, which shall set forth:
(1)The name of the corporation;
(2)The text of each amendment adopted, or the information required by §47-1A-120.2;
(3)If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with §47-1A-120.2;
(4)The date of each amendment's adoption; and
(5)If an amendment:
(a)Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;
(b)Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or
(c)Is being filed pursuant to §47-1A-120.2, a statement to that effect.
Source:
SL 2005, ch 239, §240.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1007 - Restated articles of incorporation--Adoption.

47-1A-1007. Restated articles of incorporation--Adoption.
A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in §47-1A-1003. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
Source:
SL 2005, ch 239, §241.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1007.1 - Restated articles of incorporation--Delivery to Office of Secretary of State.

47-1A-1007.1. Restated articles of incorporation--Delivery to Office of Secretary of State.
A corporation that restates its articles of incorporation shall deliver to the Office of the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under §47-1A-1006.
Source:
SL 2005, ch 239, §242.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1007.2 - Restated articles of incorporation--Certification as articles currently in effect.

47-1A-1007.2. Restated articles of incorporation--Certification as articles currently in effect.
The Office of the Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by §47-1A-1007.1.
Source:
SL 2005, ch 239, §243.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1008 - Amendment pursuant to reorganization.

47-1A-1008. Amendment pursuant to reorganization.
A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
The individual or individuals designated by the court shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth:
(1)The name of the corporation;
(2)The text of each amendment approved by the court;
(3)The date of the court's order or decree approving the articles of amendment;
(4)The title of the reorganization proceeding in which the order or decree was entered; and
(5)A statement that the court had jurisdiction of the proceeding under federal statute.
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Source:
SL 2005, ch 239, §244.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1009 - Effect of amendment.

47-1A-1009. Effect of amendment.
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Source:
SL 2005, ch 239, §245.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1020 - Amendment by board of directors or shareholders.

47-1A-1020. Amendment by board of directors or shareholders.
A corporation's shareholders may amend or repeal the corporation's bylaws.
A corporation's board of directors may amend or repeal the corporation's bylaws, unless:
(1)The articles of incorporation or §47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or
(2)The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Source:
SL 2005, ch 239, §246.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-1021 - Bylaw increasing quorum or voting requirement for directors.

47-1A-1021. Bylaw increasing quorum or voting requirement for directors.
A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
(1)If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
(2)If adopted by the board of directors, either by the shareholders or by the board of directors.
A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
Action by the board of directors under this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Source:
SL 2005, ch 239, §247.