South Dakota 01A — South Dakota Business Corporation Act
- 47-1A-101 — Short title.SUBPART B. FILING DOCUMENTS.
- 47-1A-120 — Requirements for documents.
- 47-1A-120.1 — Terms of plan or filed document dependent on extrinsic facts--Applicableprovisions.
- 47-1A-120.2 — Provision of filed document dependent on extrinsic fact but fact notascertainable by reference or shareholders not noticed of fact--Article ofamendment.
- 47-1A-120.3 — Dependency on extrinsic facts prohibited for specified provisions of plan orfiled document.
- 47-1A-121 — Forms.
- 47-1A-122 — Filing and service.
- 47-1A-122.1 — Copying and certification fees.
- 47-1A-123 — Effective time and date of document--Exceptions.
- 47-1A-123.1 — Delayed effective time and date of document.
- 47-1A-124 — Correction filed document--Circumstances when allowed.
- 47-1A-124.1 — Correction of filed document--Procedure.
- 47-1A-124.2 — Articles of correction--Effective date.
- 47-1A-125 — Filing duty of Office of Secretary of State.
- 47-1A-126 — Appeal from Office of Secretary of State's refusal to file document.
- 47-1A-127 — Evidentiary effect of copy of filed document.
- 47-1A-128 — Certificate of existence.
- 47-1A-129 — Penalty for signing false document.SUBPART C. RESERVED.SUBPART D. DEFINITIONS.
- 47-1A-140 — Chapter definitions.
- 47-1A-141 — Type of notice--Written or oral.
- 47-1A-141.1 — Method of notice.
- 47-1A-141.2 — Effective date of written notice by domestic or foreign corporation toshareholder.
- 47-1A-141.3 — Address of written notice.
- 47-1A-141.4 — Effective date of written notice--Exception.
- 47-1A-141.5 — Notice requirements governing particular circumstances.
- 47-1A-142 — Number of shareholders.PART 2. INCORPORATION
- 47-1A-201 — Incorporators.
- 47-1A-202 — Articles of incorporation--Required provisions.
- 47-1A-202.1 — Articles of incorporation--Optional provisions.
- 47-1A-202.2 — Articles of incorporation--Corporate powers.
- 47-1A-202.3 — Articles of incorporation--Extrinsic facts.
- 47-1A-203 — Incorporation.
- 47-1A-204 — Liability for pre-incorporation transactions.
- 47-1A-205 — Organization of corporation.
- 47-1A-206 — Bylaws.
- 47-1A-207 — Emergency bylaws.PART 3. PURPOSES AND POWERS
- 47-1A-301 — Purposes.
- 47-1A-302 — General powers.
- 47-1A-303 — Emergency powers.
- 47-1A-304 — Ultra vires.PART 4. NAME
- 47-1A-401 — Corporate name--Use of particular words--Purpose.
- 47-1A-401.1 — Corporate name--Distinguishable from specified names--Exceptions.
- 47-1A-401.2 — Corporate name--Application to use name not distinguishable from specifiednames--Authorization.
- 47-1A-401.3 — Corporate name--Use of name upon merger, reorganization, or acquisitionof assets.
- 47-1A-402 — Reserved name.
- 47-1A-403 — Foreign corporation--Registration of corporate name.
- 47-1A-403.1 — Foreign corporation--Renewal of registration of corporate name.
- 47-1A-403.2 — Foreign corporation--Qualification under registered name--Use of name byanother--Termination.PART 5. OFFICE AND AGENT
- 47-1A-501 — Registered office and registered agent.
- 47-1A-502 — Change of registered office or registered agent.
- 47-1A-503 — Resignation of registered agent.
- 47-1A-504 — Service on corporation.PART 6. SHARES AND DISTRIBUTIONSSUBPART A. SHARES.
- 47-1A-601 — Authorized shares in articles of incorporation--Class or series--Terms.
- 47-1A-601.1 — Classes or series of shares articles of incorporation required to authorize.
- 47-1A-601.2 — Classes or series of shares articles of incorporation may authorize.
- 47-1A-602 — Classification or reclassification of unissued shares determined by board ofdirectors.
- 47-1A-602.1 — Terms of class or series determined by board of directors.
- 47-1A-603 — Issuance of shares--Outstanding until reacquired, redeemed, converted, orcancelled.
- 47-1A-603.1 — Outstanding shares--Shares with unlimited voting rights and entitled toreceipt of net assets upon dissolution required.
- 47-1A-604 — Fractional shares--Scrip.
- 47-1A-604.1 — Scrip--Label on certificate--Information.
- 47-1A-604.2 — Rights of holder of fractional share--Scrip.
- 47-1A-604.3 — Issuance of script--Authorization by board of directors--Conditions.SUBPART B. ISSUANCE OF SHARES.
- 47-1A-620 — Subscription for shares before incorporation.
- 47-1A-621 — Issuance of shares by board of directors--Powers reserved to shareholders.
- 47-1A-621.1 — Issuance of shares requiring approval of shareholders.
- 47-1A-622 — Liability of shareholders.
- 47-1A-623 — Share dividends.
- 47-1A-624 — Share options.
- 47-1A-625 — Form and content of certificates generally.
- 47-1A-625.1 — Certificate requirements when corporation authorized to issue differentclasses of shares or different series within a class.
- 47-1A-625.2 — Signatures on certificate--Seal.
- 47-1A-626 — Shares without certificates.
- 47-1A-627 — Restriction on transfer of shares or registration of transfer of shares inarticles, bylaws, or agreements--Effect on shares.
- 47-1A-627.1 — Purposes for which restriction on transfer of shares and registration oftransfer of shares authorized--Validity and enforceability of restriction.
- 47-1A-627.2 — Terms of restriction on transfer or registration of transfer of shares.
- 47-1A-628 — Expense of issue.SUBPART C. SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS ANDCORPORATION.
- 47-1A-630 — Shareholders' preemptive rights.
- 47-1A-631 — Corporation's acquisition of its own shares.SUBPART D. DISTRIBUTIONS.
- 47-1A-640 — Distributions to shareholders authorized--Distribution entitlement date.
- 47-1A-640.1 — Distribution to shareholders prohibited if certain financial conditions result.
- 47-1A-640.2 — Factors used to measure effect of distribution.
- 47-1A-640.3 — Indebtedness to shareholder by reason of distribution at parity withindebtedness to general unsecured creditor.
- 47-1A-640.4 — Indebtedness of corporation for purposes of determinations under § 47-1A-640.1.
- 47-1A-640.5 — Application of provisions in §§ 47-1A-640 to 47-1A-640.4.PART 7. SHAREHOLDERSSUBPART A. MEETINGS.
- 47-1A-701 — Annual meeting.
- 47-1A-702 — Special meeting.
- 47-1A-703 — Court-ordered meeting.
- 47-1A-704 — Action without meeting.
- 47-1A-704.1 — Notice to nonvoting shareholders of action to be taken by unanimousconsent of voting shareholders.
- 47-1A-705 — Notice of meeting.
- 47-1A-706 — Waiver of notice.
- 47-1A-707 — Record date.
- 47-1A-708 — Conduct of the meeting.SUBPART B. VOTING.
- 47-1A-720 — Shareholders' list for meeting.
- 47-1A-721 — Voting entitlement of shares.
- 47-1A-721.1 — Limitation on voting entitlement of shares when owned by a secondcorporation--Shares held in fiduciary capacity.
- 47-1A-721.2 — Voting entitlement of redeemable shares.
- 47-1A-722 — Voting shares in person or by proxy--Appointment of proxy.
- 47-1A-722.1 — Effective date and duration of appointment of proxy.
- 47-1A-722.2 — Appointment of proxy revocable--Exception.
- 47-1A-722.3 — Death or incapacity of shareholder appointing proxy.
- 47-1A-722.4 — Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.
- 47-1A-722.5 — Acceptance of proxy's vote or other action--Limitations.
- 47-1A-723 — Shares held by nominees.
- 47-1A-724 — Corporation's acceptance of votes.
- 47-1A-724.1 — Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.
- 47-1A-725 — Quorum and voting requirements for voting groups.
- 47-1A-726 — Action by single and multiple voting groups.
- 47-1A-727 — Greater quorum or voting requirements.
- 47-1A-728 — Voting for directors; cumulative voting.
- 47-1A-729 — Inspectors of election.SUBPART C. VOTING TRUSTS AND AGREEMENTS.
- 47-1A-730 — Voting trusts--Creation--Effective date and duration.
- 47-1A-730.1 — Extension of voting trust for additional terms--Agreement.
- 47-1A-731 — Voting agreements.
- 47-1A-732 — Shareholder agreements--Effectiveness.
- 47-1A-732.1 — Form, approval, amendment, and term of shareholder agreements.
- 47-1A-732.2 — Existence of agreement to be noted on certificate--Right of rescission onpurchase of shares without notice of agreement.
- 47-1A-732.3 — Limitations on effectiveness of agreement--Amendment to articles ofincorporation or bylaws.
- 47-1A-732.4 — Liability of directors limited to extent discretion or powers limited byagreement.
- 47-1A-732.5 — Agreement not grounds for imposition of personal liability on shareholderfor acts or debts of corporation.
- 47-1A-732.6 — Incorporators or subscribers for shares to act as shareholders with respect toagreement.SUBPART D. DERIVATIVE PROCEEDINGS.
- 47-1A-740 — Subpart definitions.
- 47-1A-741 — Standing.
- 47-1A-742 — Demand.
- 47-1A-743 — Stay of proceedings.
- 47-1A-744 — Dismissal upon determination that maintenance of proceeding not in bestinterests of corporation.
- 47-1A-744.1 — Groups authorized to make determination that maintenance of proceedingnot in best interest of corporation.
- 47-1A-744.2 — Factors not pertinent to determining independence of directors.
- 47-1A-744.3 — Proceeding commenced after rejection of shareholder demand--Complaintrequirements.
- 47-1A-744.4 — Burden of proof dependent on whether or not board consists of independentdirectors.
- 47-1A-744.5 — Appointment of panel to make determination--Burden of proof.
- 47-1A-745 — Discontinuance or settlement.
- 47-1A-746 — Payment of expenses.
- 47-1A-747 — Applicability to foreign corporations.PART 8. DIRECTORS AND OFFICERSSUBPART A. BOARD OF DIRECTORS.
- 47-1A-801 — Requirement for and duties of board of directors.
- 47-1A-802 — Qualifications of directors.
- 47-1A-803 — Number and election of directors.
- 47-1A-804 — Election of directors by certain classes of shareholders.
- 47-1A-805 — Terms of directors generally.
- 47-1A-806 — Staggered terms for directors.
- 47-1A-807 — Resignation of directors.
- 47-1A-808 — Removal of directors by shareholders.
- 47-1A-809 — Removal of directors by judicial proceeding.
- 47-1A-810 — Vacancy on board.
- 47-1A-811 — Compensation of directors.SUBPART B. MEETINGS AND ACTION OF THE BOARD.
- 47-1A-820 — Meetings.
- 47-1A-821 — Action without meeting.
- 47-1A-822 — Notice of meeting.
- 47-1A-823 — Waiver of notice.
- 47-1A-824 — Quorum and voting.
- 47-1A-824.1 — Director presence assent to action taken--Exceptions.
- 47-1A-825 — Committees--Creation--Appointment of members.
- 47-1A-825.1 — Powers of committees.
- 47-1A-825.2 — Acts relating to committees not compliance by director with standards ofconduct.
- 47-1A-825.3 — Absent or disqualified committee member--Appointment of alternatemember.SUBPART C. DIRECTORS.
- 47-1A-830 — Standards of conduct for directors.
- 47-1A-830.1 — Director reliance on performance or information supplied by specifiedpersons.
- 47-1A-831 — Standards of liability for directors.
- 47-1A-831.1 — Specific burdens when seeking specified money damages or payment.
- 47-1A-831.2 — Limitations on the effect of §§ 47-1A-831 and 47-1A-831.1.
- 47-1A-832 — Reserved.
- 47-1A-833 — Directors' liability for unlawful distributions.
- 47-1A-833.1 — Contribution or recoupment--Limitation of action.SUBPART D. OFFICERS.
- 47-1A-840 — Officers.
- 47-1A-841 — Duties of officers.
- 47-1A-842 — Standards of conduct for officers.
- 47-1A-842.1 — Reliance on performance of or information supplied by specified personsauthorized in discharge of duties.
- 47-1A-842.2 — Liability of officer.
- 47-1A-843 — Resignation and removal of officers.
- 47-1A-844 — Contract rights of officers.SUBPART E. INDEMNIFICATION AND ADVANCE FOR EXPENSES.
- 47-1A-850 — Subpart definitions.
- 47-1A-851 — Permissible indemnification.
- 47-1A-851.1 — Prohibited indemnification--Exception.
- 47-1A-852 — Mandatory indemnification.
- 47-1A-853 — Advance for expenses.
- 47-1A-853.1 — Authorizations under § 47-1A-853--Board of directors or shareholders.
- 47-1A-854 — Court-ordered indemnification and advance for expenses.
- 47-1A-855 — Determination and authorization of indemnification.
- 47-1A-856 — Indemnification of officers.
- 47-1A-857 — Insurance.
- 47-1A-858 — Variation by corporate action; application of subchapter.
- 47-1A-859 — Exclusivity of subpart.SUBPART F. DIRECTORS' CONFLICTING INTEREST TRANSACTIONS.
- 47-1A-860 — Subpart definitions.
- 47-1A-861 — Judicial action--Transaction other than director's conflicting interesttransaction.
- 47-1A-861.1 — Judicial action--Director's conflicting interest transaction.
- 47-1A-862 — Directors' action respecting transaction--Effectiveness.
- 47-1A-862.1 — Sufficiency of director disclosure.
- 47-1A-862.2 — Quorum of qualified directors.
- 47-1A-862.3 — Qualified director defined.
- 47-1A-863 — Shareholders' action respecting transaction--Effectiveness.
- 47-1A-863.1 — Quorum of qualified shareholders.
- 47-1A-863.2 — Notice by director of all shares beneficially owned or voting of which iscontrolled by director or relative.
- 47-1A-863.3 — Court authority upon failure of shareholder vote to comply with § 47-1A-863.PART 9. DOMESTICATION AND CONVERSIONSUBPART A. PRELIMINARY PROVISIONS.
- 47-1A-901 — Excluded transactions.
- 47-1A-902 — Required approvals.SUBPART B. DOMESTICATION.
- 47-1A-920 — Domestication--Foreign business corporation to be domestic businesscorporation.
- 47-1A-920.1 — Domestication--Domestic business corporation to be foreign businesscorporation.
- 47-1A-920.2 — Plan of domestication--Content.
- 47-1A-920.3 — Plan of domestication--Amendments.
- 47-1A-920.4 — Terms of plan of domestication dependent on extrinsic facts.
- 47-1A-920.5 — Evidence of indebtedness or contract with merger provision containing notreference to domestication--Provision application to domestication.
- 47-1A-921 — Action on a plan of domestication.
- 47-1A-921.1 — Articles of domestication--Content.
- 47-1A-921.2 — Articles of domestication--Filing and effectiveness.
- 47-1A-921.3 — Certificate of authority to transact business by foreign corporation cancelledupon domestication.
- 47-1A-922 — Articles of domestication--Execution--Content.
- 47-1A-922.1 — Articles of charter surrender--Filing and effectiveness.
- 47-1A-923 — Surrender of charter upon domestication.
- 47-1A-924 — Effect of domestication.
- 47-1A-924.1 — Effect of domestication of domestic business corporation in foreignjurisdiction.
- 47-1A-924.2 — Owner liability of shareholder in domesticated foreign corporation.
- 47-1A-924.3 — Owner liability only for debts arising after effective time of articles ofdomestication.
- 47-1A-925 — Abandonment of a domestication of domestic business corporation.
- 47-1A-925.1 — Abandonment of domestication of foreign business corporation.SUBPART C. ENTITY CONVERSION.
- 47-1A-950 — Domestic business corporation to become domestic unincorporated entity.
- 47-1A-950.1 — Domestic business corporation to become foreign unincorporated foreignunincorporated entity.
- 47-1A-950.2 — Domestic unincorporated entity to become domestic business corporation.
- 47-1A-950.3 — Foreign unincorporated entity to become domestic business corporation.
- 47-1A-950.4 — Evidence of indebtedness or contract applying to merger containing noreference to entity conversion--Provision application to entity conversion.
- 47-1A-950.5 — Definition of terms applying to §§ 47-1A-950 to 47-1A-956.
- 47-1A-951 — Plan of entity conversion--Content.
- 47-1A-951.1 — Plan of entity conversion--Amendments.
- 47-1A-951.2 — Terms of plan of entity conversion dependent on extrinsic facts.
- 47-1A-952 — Action on a plan of entity conversion.
- 47-1A-953 — Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.
- 47-1A-953.1 — Domestic 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.
- 47-1A-953.3 — Articles of entity conversion--Filing and effectiveness--Cancellation ofcertificate of authority.
- 47-1A-954 — Surrender of charter upon conversion.
- 47-1A-955 — Effect of entity conversion.
- 47-1A-955.1 — Effect of conversion of domestic business to a foreign other entity.
- 47-1A-955.2 — Owner liability only for debts arising after effective time of articles of entityconversion.
- 47-1A-955.3 — Owner liability of an interest holder in an unincorporated entity convertedto domestic business corporation.
- 47-1A-956 — Abandonment of an entity conversion.PART 10. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWSSUBPART A. AMENDMENT OF ARTICLES OF INCORPORATION.
- 47-1A-1001 — Authority to amend.
- 47-1A-1002 — Amendment before issuance of shares.
- 47-1A-1003 — Amendment by board of directors and shareholders.
- 47-1A-1004 — Voting on amendments by voting groups.
- 47-1A-1005 — Amendment by board of directors.
- 47-1A-1006 — Articles of amendment.
- 47-1A-1007 — Restated articles of incorporation--Adoption.
- 47-1A-1007.1 — Restated articles of incorporation--Delivery to Office of Secretary of State.
- 47-1A-1007.2 — Restated articles of incorporation--Certification as articles currently ineffect.
- 47-1A-1008 — Amendment pursuant to reorganization.
- 47-1A-1009 — Effect of amendment.SUBPART B. AMENDMENT OF BYLAWS.
- 47-1A-1020 — Amendment by board of directors or shareholders.
- 47-1A-1021 — Bylaw increasing quorum or voting requirement for directors.PART 11. MERGERS AND SHARE EXCHANGES
- 47-1A-1101 — Definitions.
- 47-1A-1102 — Merger allowed generally.
- 47-1A-1102.1 — Foreign business corporation or foreign eligible entities allowed to partiesto merger.
- 47-1A-1102.2 — Procedures for approval of merger if not in organic law of entity.
- 47-1A-1102.3 — Plan of merger--Required content.
- 47-1A-1102.4 — Plan of merger--Amendment.
- 47-1A-1102.5 — Property held in trust or for charitable purposes--Disposition by court order.
- 47-1A-1103 — Share exchange generally.
- 47-1A-1103.1 — Foreign corporation or eligible party allowed to be party to share exchange.
- 47-1A-1103.2 — Procedures for approval of share exchange if not in organic law of entity.
- 47-1A-1103.3 — Plan of share exchange--Required content.
- 47-1A-1103.4 — Plan of share exchange--Amendments.
- 47-1A-1103.5 — Acquisition of shares in transactions other than share exchange.
- 47-1A-1104 — Action on a plan of merger or share exchange.
- 47-1A-1105 — Merger between parent and subsidiary or between subsidiaries.
- 47-1A-1105.1 — Parent corporation notice to subsidiary shareholders of merger effectiveness.
- 47-1A-1105.2 — Provisions applicable to merger between parent and subsidiary.
- 47-1A-1106 — Articles of merger or share exchange.
- 47-1A-1107 — Effect of merger or share exchange.
- 47-1A-1107.1 — Rights of shares of domestic corporation exchanged.
- 47-1A-1107.2 — Owner liability only as in organic law and for debts arising after effectivetime of articles of merger or share exchange.
- 47-1A-1107.3 — Effect of merger on surviving foreign corporation or foreign eligible entity.
- 47-1A-1107.4 — Effect of merger or share exchange on owner liability of person who hadowner liability for obligations of party to merger or share exchange.
- 47-1A-1108 — Abandonment of a merger or share exchange.PART 12. DISPOSITION OF ASSETS
- 47-1A-1201 — Disposition of assets not requiring shareholder approval.
- 47-1A-1202 — Shareholder approval of certain dispositions.
- 47-1A-1202.1 — Resolution authorizing disposition--Recommendation and submission ofresolution to shareholders--Conditions.
- 47-1A-1202.2 — Meeting of shareholders to consider disposition--Notice.
- 47-1A-1202.3 — Votes required for approval of disposition.
- 47-1A-1202.4 — Abandonment of disposition.
- 47-1A-1202.5 — Provisions not governing disposition of assets in course of dissolution.
- 47-1A-1202.6 — Assets of direct or indirect consolidated subsidiary considered assets ofparent corporation.PART 13. APPRAISAL RIGHTSSUBPART A. RIGHT TO APPRAISAL AND PAYMENT FOR SHARES.
- 47-1A-1301 — Definitions.
- 47-1A-1302 — Right to appraisal.
- 47-1A-1302.1 — Limitations on availability of appraisal rights.
- 47-1A-1302.2 — Limits on or elimination of appraisal rights for preferred shares by articlesof incorporation--Application.
- 47-1A-1302.3 — Challenge of specified completed corporate actions--Limitation.
- 47-1A-1303 — Assertion of appraisal rights by record shareholders for part of shares inname.
- 47-1A-1303.1 — Assertion of appraisal rights of beneficial shareholder.SUBPART B. PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS.
- 47-1A-1320 — Notice of appraisal rights.
- 47-1A-1321 — Notice of intent to demand payment.
- 47-1A-1322 — Appraisal notice and form--Delivery to shareholders.
- 47-1A-1322.1 — Appraisal notice and form--Time limits and content.
- 47-1A-1323 — Perfection of rights; right to withdraw.
- 47-1A-1323.1 — Subsequent withdrawal from appraisal process.
- 47-1A-1323.2 — Loss of payment upon failure to return form and deposit share certificates.
- 47-1A-1324 — Payment for shares.
- 47-1A-1325 — Withholding of payment for after-acquired shares.
- 47-1A-1325.1 — Notice required upon withholding of payment for after-acquired shares.
- 47-1A-1325.2 — Payment for shares upon shareholder acceptance of offer in notice.
- 47-1A-1325.3 — Payment for shares of amount offered in notice to specified shareholders.
- 47-1A-1326 — Procedure if shareholder dissatisfied with payment or offer.SUBPART C. JUDICIAL APPRAISAL OF SHARES.
- 47-1A-1330 — Court action.
- 47-1A-1330.1 — Venue.
- 47-1A-1330.2 — Parties--Service.
- 47-1A-1330.3 — Jurisdiction--Appraisers--Discovery--Jury trial.
- 47-1A-1330.4 — Judgment amount.
- 47-1A-1331 — Court costs.
- 47-1A-1331.1 — Counsel and expert fees and expenses.
- 47-1A-1331.2 — Counsel fees to be paid by benefited shareholders.PART 14. DISSOLUTIONSUBPART A. VOLUNTARY DISSOLUTION.
- 47-1A-1401 — Dissolution by incorporators or initial directors.
- 47-1A-1402 — Proposal to dissolve by board of directors--Requirements for adoption.
- 47-1A-1402.1 — Conditions for submission of proposal for dissolution.
- 47-1A-1402.2 — Meeting of shareholders to consider dissolving corporation--Notice.
- 47-1A-1402.3 — Votes required for adoption of proposal to dissolve.
- 47-1A-1403 — Articles of dissolution--Content--Filing--Effective date.
- 47-1A-1403.1 — Dissolved corporation defined.
- 47-1A-1404 — Revocation of dissolution.
- 47-1A-1405 — Effect of dissolution.
- 47-1A-1405.1 — Limitations on effect of dissolution.
- 47-1A-1406 — Known claims against dissolved corporation.
- 47-1A-1406.1 — Bar on known claims against dissolved corporation.
- 47-1A-1406.2 — Claim exclusions.
- 47-1A-1407 — Other claims against dissolved corporation--Publication of notice ofdissolution.
- 47-1A-1407.1 — Time for bringing action to enforce claim against dissolved corporation afternotice publication.
- 47-1A-1407.2 — Enforcement of claims against dissolved corporations.
- 47-1A-1408 — Court proceedings for determination of amount and form of security forcontingent, unknown, or future claims.
- 47-1A-1408.1 — Court-ordered security satisfaction for contingent, unknown, or futureclaims.
- 47-1A-1409 — Director duties.SUBPART B. ADMINISTRATIVE DISSOLUTION.
- 47-1A-1420 — Grounds for administrative dissolution.
- 47-1A-1421 — Procedure for and effect of administrative dissolution.
- 47-1A-1422 — Reinstatement following administrative dissolution.
- 47-1A-1423 — Appeal from denial of reinstatement.SUBPART C. JUDICIAL DISSOLUTION.
- 47-1A-1430 — Grounds for judicial dissolution.
- 47-1A-1431 — Venue.
- 47-1A-1431.1 — Shareholders as parties.
- 47-1A-1431.2 — Authority of court until full hearing held.
- 47-1A-1431.3 — Shareholder right to avoid dissolution by purchase of petitioner shares--Notice.
- 47-1A-1432 — Receivership or custodianship.
- 47-1A-1433 — Decree of dissolution.
- 47-1A-1434 — Election to purchase in lieu of dissolution.
- 47-1A-1434.1 — Filing deadline for election to purchase--Notice of right to participate inelection--Participation.
- 47-1A-1434.2 — Agreement on fair value and terms of purchase of shares.
- 47-1A-1434.3 — Court determination of fair value of shares when parties unable to reachagreement.
- 47-1A-1434.4 — Order directing purchase of shares--Terms and conditions--Fees andexpenses.
- 47-1A-1434.5 — Dismissal of petition to dissolve corporation.
- 47-1A-1434.6 — Time to ordered purchase--Intent of corporation to adopt articles ofdissolution--Dissolution--Fees and expenses--Claims.
- 47-1A-1434.7 — Provisions applicable to payment by corporation pursuant to order topurchase shares.SUBPART D. MISCELLANEOUS.
- 47-1A-1440 — Deposit with state treasurer.PART 15. FOREIGN CORPORATIONSSUBPART A. CERTIFICATE OF AUTHORITY.
- 47-1A-1501 — Authority to transact business required.
- 47-1A-1502 — Consequences of transacting business without authority.
- 47-1A-1502.1 — Stay of proceeding until necessity for certificate of authority is determinedand obtained.
- 47-1A-1502.2 — Penalties for transacting business without certificate of authority--Collection.
- 47-1A-1503 — Application for certificate of authority.
- 47-1A-1504 — Amended certificate of authority.
- 47-1A-1505 — Effect of certificate of authority.
- 47-1A-1506 — Corporate name of foreign corporation--Use of particular words--Fictitiousname.
- 47-1A-1506.1 — Corporate name--Distinguishable from specified names.
- 47-1A-1506.2 — Corporate name--Application to use name not distinguishable from specifiednames--Authorization.
- 47-1A-1506.3 — Corporate name--Use of name upon merger, reorganization, or acquisitionof assets.
- 47-1A-1506.4 — Corporation prohibited from transacting business in state upon change tounauthorized name--Amended certificate of authority.
- 47-1A-1507 — Registered office and registered agent of foreign corporation.
- 47-1A-1508 — Change of registered office or registered agent of foreign corporation.
- 47-1A-1509 — Resignation of registered agent of foreign corporation.
- 47-1A-1510 — Service on foreign corporation.SUBPART B. WITHDRAWAL OR TRANSFER OF AUTHORITY.
- 47-1A-1520 — Withdrawal of foreign corporation.
- 47-1A-1521 — Automatic withdrawal upon certain conversions.
- 47-1A-1522 — Withdrawal upon conversion to a nonfiling entity.
- 47-1A-1523 — Transfer of authority.SUBPART C. REVOCATION OF CERTIFICATE OF AUTHORITY.
- 47-1A-1530 — Grounds for revocation.
- 47-1A-1531 — Procedure for and effect of revocation.
- 47-1A-1531.1 — Revocation appoints Office of Secretary of State agent for service of processfor corporation--Registered agent.
- 47-1A-1532 — Appeal from revocation.PART 16. RECORDS AND REPORTSSUBPART A. RECORDS.
- 47-1A-1601 — Corporate records--Requirements.
- 47-1A-1601.1 — Corporate records--Copies at principal office.
- 47-1A-1602 — Shareholder right to inspect and copy records specified in § 47-1A-1601.1.
- 47-1A-1602.1 — Shareholder right to inspect and copy specified records--Prerequisites in§ 47-1A-1602.2.
- 47-1A-1602.2 — Prerequisites to shareholder right to inspect and copy records specified in§ 47-1A-1602.1.
- 47-1A-1602.3 — Abolition or limitation of right of inspection prohibited--Application.
- 47-1A-1603 — Scope of inspection right.
- 47-1A-1604 — Court-ordered inspection of records specified in § 47-1A-1601.
- 47-1A-1604.1 — Court-ordered inspection of other records.
- 47-1A-1604.2 — Court-ordered inspection--Order to pays costs--Restrictions on use ordistribution of records.
- 47-1A-1605 — Inspection of records by directors.
- 47-1A-1605.1 — Court-ordered inspection of records upon application of director.
- 47-1A-1605.2 — Court-ordered inspection for director--Limitations--Costs.
- 47-1A-1606 — Exception to notice requirement.SUBPART B. REPORTS.
- 47-1A-1620 — Financial statements for shareholders.
- 47-1A-1621 — Annual report to be filed in Office of Secretary of State.
- 47-1A-1621.1 — Time requirements for delivery and filing of annual report.
- 47-1A-1621.2 — Annual report lacking required information--Correction.
- 47-1A-1621.3 — Short form in lieu of annual report.PART 17. TRANSITION PROVISIONS
- 47-1A-1701 — Application to existing domestic corporations.
- 47-1A-1702 — Application to qualified foreign corporations.
- 47-1A-1703 — Saving provisions.
- 47-1A-1703.1 — Penalty imposition for violation of repealed statute.