There is a newer version of the South Dakota Codified Laws
2006 South Dakota Code - 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.
Disclaimer: These codes may not be the most recent version. South Dakota may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.