There is a newer version of the South Dakota Codified Laws
2006 South Dakota Code - 47-1A-921 — Action on a plan of domestication.
47-1A-921. Action on a plan of domestication. In the case of a domestication of a domestic business corporation in a foreign jurisdiction:
(1) The plan of domestication must be
adopted by the board of directors;
(2) After adopting the plan of
domestication 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 shall transmit to the
shareholders the basis for that determination;
(3) The board of directors may condition
its submission of the plan of domestication to the shareholders on
any basis;
(4) If the approval of the shareholders 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 plan of domestication 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 articles of
incorporation as they will be in effect immediately after the
domestication;
(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 domestication 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 plan exists,
and, if any class or series of shares is entitled to vote as a
separate group on the plan, 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 domestication by that voting group exists;
(6) Separate voting by voting groups is
required by each class or series of shares that:
(a) Are to be reclassified under the plan
of domestication into other securities, obligations, rights to
acquire shares or other securities, cash, other property, or any
combination of the foregoing;
(b) Would be entitled to vote as a
separate group on a provision of the plan that, if contained in a
proposed amendment to articles of incorporation, would require
action by separate voting groups under § 47-1A-1004;
or
(c) Is entitled under the articles of
incorporation to vote as a voting group to approve an amendment of
the articles;
(7) 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
that document does not refer to a domestication of the corporation,
the provision is deemed to apply to a domestication of the
corporation until such time as the provision is amended subsequent
to that date.
Source: SL 2005, ch 239, § 202.
Source: SL 2005, ch 239, § 202.
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