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2020 South Dakota Codified Laws
Title 47 - Corporations
Chapter 01A - South Dakota Business Corporation Act
- Section 47-1A-101 - Short title.
- Section 47-1A-120 - Requirements for documents.
- Section 47-1A-120.1 - Terms of plan or filed document dependent on extrinsic facts--Applicable provisions.
- Section 47-1A-120.2 - Provision of filed document dependent on extrinsic fact but fact not ascertainable by reference or shareholders not noticed of fact--Article of amendment.
- Section 47-1A-120.3 - Dependency on extrinsic facts prohibited for specified provisions of plan or filed document.
- Section 47-1A-121 - Forms.
- Section 47-1A-122 - Fees for filing and service.
- Section 47-1A-122.1 - Copying and certification fees.
- Section 47-1A-123 - Effective time and date of document--Exceptions.
- Section 47-1A-123.1 - Delayed effective time and date of document.
- Section 47-1A-124 - Correction filed document--Circumstances when allowed.
- Section 47-1A-124.1 - Correction of filed document--Procedure.
- Section 47-1A-124.2 - Articles of correction--Effective date.
- Section 47-1A-125 - Filing duty of Office of Secretary of State.
- Section 47-1A-126 - Appeal from Office of Secretary of State's refusal to file document.
- Section 47-1A-127 - Evidentiary effect of copy of filed document.
- Section 47-1A-128 - Certificate of existence.
- Section 47-1A-129 - Penalty for signing false document.
- Section 47-1A-140 - Chapter definitions.
- Section 47-1A-141 - Type of notice--Written or oral.
- Section 47-1A-141.1 - Method of notice.
- Section 47-1A-141.2 - Effective date of written notice by domestic or foreign corporation to shareholder.
- Section 47-1A-141.3 - Address of written notice.
- Section 47-1A-141.4 - Effective date of written notice--Exception.
- Section 47-1A-141.5 - Notice requirements governing particular circumstances.
- Section 47-1A-142 - Number of shareholders.
- Section 47-1A-201 - Incorporators.
- Section 47-1A-202 - Articles of incorporation--Required provisions.
- Section 47-1A-202.1 - Articles of incorporation--Optional provisions.
- Section 47-1A-202.2 - Articles of incorporation--Corporate powers.
- Section 47-1A-202.3 - Articles of incorporation--Extrinsic facts.
- Section 47-1A-203 - Incorporation.
- Section 47-1A-204 - Liability for pre-incorporation transactions.
- Section 47-1A-205 - Organization of corporation.
- Section 47-1A-206 - Bylaws.
- Section 47-1A-207 - Emergency bylaws.
- Section 47-1A-301 - Purposes.
- Section 47-1A-302 - General powers.
- Section 47-1A-303 - Emergency powers.
- Section 47-1A-304 - Ultra vires.
- Section 47-1A-401 - Corporate name--Use of particular words--Purpose.
- Section 47-1A-401.1 - Corporate name--Distinguishable from specified names--Exceptions.
- Section 47-1A-401.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.
- Section 47-1A-401.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.
- Section 47-1A-402 - Reserved name.
- Section 47-1A-403 - Foreign corporation--Registration of corporate name.
- Section 47-1A-403.1 - Foreign corporation--Renewal of registration of corporate name.
- Section 47-1A-403.2 - Foreign corporation--Qualification under registered name--Use of name by another--Termination.
- Section 47-1A-501 - 47-1A-501 to 47-1A-504.Repealed by SL 2008, ch 275, §32.
- Section 47-1A-601 - Authorized shares in articles of incorporation--Class or series--Terms.
- Section 47-1A-601.1 - Classes or series of shares articles of incorporation required to authorize.
- Section 47-1A-601.2 - Classes or series of shares articles of incorporation may authorize.
- Section 47-1A-602 - Classification or reclassification of unissued shares determined by board of directors.
- Section 47-1A-602.1 - Terms of class or series determined by board of directors.
- Section 47-1A-603 - Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled.
- Section 47-1A-603.1 - Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required.
- Section 47-1A-604 - Fractional shares--Scrip.
- Section 47-1A-604.1 - Scrip--Label on certificate--Information.
- Section 47-1A-604.2 - Rights of holder of fractional share--Scrip.
- Section 47-1A-604.3 - Issuance of script--Authorization by board of directors--Conditions.
- Section 47-1A-620 - Subscription for shares before incorporation.
- Section 47-1A-621 - Issuance of shares by board of directors--Powers reserved to shareholders.
- Section 47-1A-621.1 - Issuance of shares requiring approval of shareholders.
- Section 47-1A-622 - Liability of shareholders.
- Section 47-1A-623 - Share dividends.
- Section 47-1A-624 - Share options.
- Section 47-1A-625 - Form and content of certificates generally.
- Section 47-1A-625.1 - Certificate requirements when corporation authorized to issue different classes of shares or different series within a class.
- Section 47-1A-625.2 - Signatures on certificate--Seal.
- Section 47-1A-626 - Shares without certificates.
- Section 47-1A-627 - Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares.
- Section 47-1A-627.1 - Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction.
- Section 47-1A-627.2 - Terms of restriction on transfer or registration of transfer of shares.
- Section 47-1A-628 - Expense of issue.
- Section 47-1A-630 - Shareholders' preemptive rights.
- Section 47-1A-631 - Corporation's acquisition of its own shares.
- Section 47-1A-640 - Distributions to shareholders authorized--Distribution entitlement date.
- Section 47-1A-640.1 - Distribution to shareholders prohibited if certain financial conditions result.
- Section 47-1A-640.2 - Factors used to measure effect of distribution.
- Section 47-1A-640.3 - Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor.
- Section 47-1A-640.4 - Indebtedness of corporation for purposes of determinations under § 47-1A-640.1.
- Section 47-1A-640.5 - Application of provisions in §§ 47-1A-640 to 47-1A-640.4.
- Section 47-1A-701 - Annual meeting.
- Section 47-1A-702 - Special meeting.
- Section 47-1A-703 - Court-ordered meeting.
- Section 47-1A-704 - Action without meeting.
- Section 47-1A-704.1 - Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders.
- Section 47-1A-705 - Notice of meeting.
- Section 47-1A-706 - Waiver of notice.
- Section 47-1A-707 - Record date.
- Section 47-1A-708 - Conduct of the meeting.
- Section 47-1A-709 - Shareholders' meeting--Remote communication--Requirements.
- Section 47-1A-720 - Shareholders' list for meeting.
- Section 47-1A-721 - Voting entitlement of shares.
- Section 47-1A-721.1 - Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity.
- Section 47-1A-721.2 - Voting entitlement of redeemable shares.
- Section 47-1A-722 - Voting shares in person or by proxy--Appointment of proxy.
- Section 47-1A-722.1 - Effective date and duration of appointment of proxy.
- Section 47-1A-722.2 - Appointment of proxy revocable--Exception.
- Section 47-1A-722.3 - Death or incapacity of shareholder appointing proxy.
- Section 47-1A-722.4 - Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.
- Section 47-1A-722.5 - Acceptance of proxy's vote or other action--Limitations.
- Section 47-1A-723 - Shares held by nominees.
- Section 47-1A-724 - Corporation's acceptance of votes.
- Section 47-1A-724.1 - Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.
- Section 47-1A-725 - Quorum and voting requirements for voting groups.
- Section 47-1A-726 - Action by single and multiple voting groups.
- Section 47-1A-727 - Greater quorum or voting requirements.
- Section 47-1A-728 - Cumulative voting for directors.
- Section 47-1A-729 - Inspectors of election.
- Section 47-1A-730 - Voting trusts--Creation--Effective date and duration.
- Section 47-1A-730.1 - Extension of voting trust for additional terms--Agreement.
- Section 47-1A-731 - Voting agreements.
- Section 47-1A-732 - Shareholder agreements--Effectiveness.
- Section 47-1A-732.1 - Form, approval, amendment, and term of shareholder agreements.
- Section 47-1A-732.2 - Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement.
- Section 47-1A-732.3 - Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.
- Section 47-1A-732.4 - Liability of directors limited to extent discretion or powers limited by agreement.
- Section 47-1A-732.5 - Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.
- Section 47-1A-732.6 - Incorporators or subscribers for shares to act as shareholders with respect to agreement.
- Section 47-1A-740 - Subpart definitions.
- Section 47-1A-741 - Standing.
- Section 47-1A-742 - Demand.
- Section 47-1A-743 - Stay of proceedings.
- Section 47-1A-744 - Dismissal upon determination that maintenance of proceeding not in best interests of corporation.
- Section 47-1A-744.1 - Groups authorized to make determination that maintenance of proceeding not in best interest of corporation.
- Section 47-1A-744.2 - Factors not pertinent to determining independence of directors.
- Section 47-1A-744.3 - Proceeding commenced after rejection of shareholder demand--Complaint requirements.
- Section 47-1A-744.4 - Burden of proof dependent on whether or not board consists of independent directors.
- Section 47-1A-744.5 - Appointment of panel to make determination--Burden of proof.
- Section 47-1A-745 - Discontinuance or settlement.
- Section 47-1A-746 - Payment of expenses.
- Section 47-1A-747 - Applicability to foreign corporations.
- Section 47-1A-801 - Requirement for and duties of board of directors.
- Section 47-1A-802 - Qualifications of directors.
- Section 47-1A-803 - Number and election of directors.
- Section 47-1A-804 - Election of directors by certain classes of shareholders.
- Section 47-1A-805 - Terms of directors generally.
- Section 47-1A-806 - Staggered terms for directors.
- Section 47-1A-807 - Resignation of directors.
- Section 47-1A-808 - Removal of directors by shareholders.
- Section 47-1A-809 - Removal of directors by judicial proceeding.
- Section 47-1A-810 - Vacancy on board.
- Section 47-1A-811 - Compensation of directors.
- Section 47-1A-820 - Meetings.
- Section 47-1A-821 - Action without meeting.
- Section 47-1A-822 - Notice of meeting.
- Section 47-1A-823 - Waiver of notice.
- Section 47-1A-824 - Quorum and voting.
- Section 47-1A-824.1 - Director presence assent to action taken--Exceptions.
- Section 47-1A-825 - Committees--Creation--Appointment of members.
- Section 47-1A-825.1 - Powers of committees.
- Section 47-1A-825.2 - Acts relating to committees not compliance by director with standards of conduct.
- Section 47-1A-825.3 - Absent or disqualified committee member--Appointment of alternate member.
- Section 47-1A-830 - Standards of conduct for directors.
- Section 47-1A-830.1 - Director reliance on performance or information supplied by specified persons.
- Section 47-1A-831 - Standards of liability for directors.
- Section 47-1A-831.1 - Specific burdens when seeking specified money damages or payment.
- Section 47-1A-831.2 - Limitations on the effect of §§ 47-1A-831 and 47-1A-831.1.
- Section 47-1A-832 - 47-1A-832.Reserved.
- Section 47-1A-833 - Directors' liability for unlawful distributions.
- Section 47-1A-833.1 - Contribution or recoupment--Limitation of action.
- Section 47-1A-840 - Officers.
- Section 47-1A-841 - Duties of officers.
- Section 47-1A-842 - Standards of conduct for officers.
- Section 47-1A-842.1 - Reliance on performance of or information supplied by specified persons authorized in discharge of duties.
- Section 47-1A-842.2 - Liability of officer.
- Section 47-1A-843 - Resignation and removal of officers.
- Section 47-1A-844 - Contract rights of officers.
- Section 47-1A-850 - Subpart definitions.
- Section 47-1A-851 - Permissible indemnification.
- Section 47-1A-851.1 - Prohibited indemnification--Exception.
- Section 47-1A-852 - Mandatory indemnification.
- Section 47-1A-853 - Advance for expenses.
- Section 47-1A-853.1 - Authorizations under § 47-1A-853--Board of directors or shareholders.
- Section 47-1A-854 - Court-ordered indemnification and advance for expenses.
- Section 47-1A-855 - Determination and authorization of indemnification.
- Section 47-1A-856 - Indemnification of officers.
- Section 47-1A-857 - Insurance.
- Section 47-1A-858 - Variation by corporate action--Application of subpart.
- Section 47-1A-859 - Exclusivity of subpart.
- Section 47-1A-860 - Subpart definitions.
- Section 47-1A-861 - Judicial action--Transaction other than director's conflicting interest transaction.
- Section 47-1A-861.1 - Judicial action--Director's conflicting interest transaction.
- Section 47-1A-862 - Directors' action respecting transaction--Effectiveness.
- Section 47-1A-862.1 - Sufficiency of director disclosure.
- Section 47-1A-862.2 - Quorum of qualified directors.
- Section 47-1A-862.3 - Qualified director defined.
- Section 47-1A-863 - Shareholders' action respecting transaction--Effectiveness.
- Section 47-1A-863.1 - Quorum of qualified shareholders.
- Section 47-1A-863.2 - Notice by director of all shares beneficially owned or voting of which is controlled by director or relative.
- Section 47-1A-863.3 - Court authority upon failure of shareholder vote to comply with § 47-1A-863.
- Section 47-1A-901 - Excluded transactions.
- Section 47-1A-902 - Required approvals.
- Section 47-1A-920 - Domestication--Foreign business corporation to be domestic business corporation.
- Section 47-1A-920.1 - Domestication--Domestic business corporation to be foreign business corporation.
- Section 47-1A-920.2 - Plan of domestication--Content.
- Section 47-1A-920.3 - Plan of domestication--Amendments.
- Section 47-1A-920.4 - Terms of plan of domestication dependent on extrinsic facts.
- Section 47-1A-920.5 - Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication.
- Section 47-1A-921 - Action on a plan of domestication.
- Section 47-1A-921.1 - Articles of domestication--Content.
- Section 47-1A-921.2 - Articles of domestication--Filing and effectiveness.
- Section 47-1A-921.3 - Certificate of authority to transact business by foreign corporation cancelled upon domestication.
- Section 47-1A-922 - Articles of domestication--Execution--Content.
- Section 47-1A-922.1 - Articles of charter surrender--Filing and effectiveness.
- Section 47-1A-923 - Surrender of charter upon domestication.
- Section 47-1A-924 - Effect of domestication.
- Section 47-1A-924.1 - Effect of domestication of domestic business corporation in foreign jurisdiction.
- Section 47-1A-924.2 - Owner liability of shareholder in domesticated foreign corporation.
- Section 47-1A-924.3 - Owner liability only for debts arising after effective time of articles of domestication.
- Section 47-1A-925 - Abandonment of a domestication of domestic business corporation.
- Section 47-1A-925.1 - Abandonment of domestication of foreign business corporation.
- Section 47-1A-950 - Domestic business corporation to become domestic unincorporated entity.
- Section 47-1A-950.1 - Domestic business corporation to become foreign unincorporated entity.
- Section 47-1A-950.2 - Domestic unincorporated entity to become domestic business corporation.
- Section 47-1A-950.3 - Foreign unincorporated entity to become domestic business corporation.
- Section 47-1A-950.4 - Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion.
- Section 47-1A-950.5 - Definition of terms applying to §§ 47-1A-950 to 47-1A-956.
- Section 47-1A-951 - Plan of entity conversion--Content.
- Section 47-1A-951.1 - Plan of entity conversion--Amendments.
- Section 47-1A-951.2 - Terms of plan of entity conversion dependent on extrinsic facts.
- Section 47-1A-952 - Action on a plan of entity conversion.
- Section 47-1A-953 - Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content.
- Section 47-1A-953.1 - Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
- Section 47-1A-953.2 - Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
- Section 47-1A-953.3 - Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority.
- Section 47-1A-954 - Surrender of charter upon conversion.
- Section 47-1A-955 - Effect of entity conversion.
- Section 47-1A-955.1 - Effect of conversion of domestic business to a foreign other entity.
- Section 47-1A-955.2 - Owner liability only for debts arising after effective time of articles of entity conversion.
- Section 47-1A-955.3 - Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.
- Section 47-1A-956 - Abandonment of an entity conversion.
- Section 47-1A-957 - Cooperative converted to business corporation.
- Section 47-1A-1001 - Authority to amend.
- Section 47-1A-1002 - Amendment before issuance of shares.
- Section 47-1A-1003 - Amendment by board of directors and shareholders.
- Section 47-1A-1004 - Voting on amendments by voting groups.
- Section 47-1A-1005 - Amendment by board of directors.
- Section 47-1A-1006 - Articles of amendment.
- Section 47-1A-1007 - Restated articles of incorporation--Adoption.
- Section 47-1A-1007.1 - Restated articles of incorporation--Delivery to Office of Secretary of State.
- Section 47-1A-1007.2 - Restated articles of incorporation--Certification as articles currently in effect.
- Section 47-1A-1008 - Amendment pursuant to reorganization.
- Section 47-1A-1009 - Effect of amendment.
- Section 47-1A-1020 - Amendment by board of directors or shareholders.
- Section 47-1A-1021 - Bylaw increasing quorum or voting requirement for directors.
- Section 47-1A-1101 - Definitions.
- Section 47-1A-1102 - Merger allowed generally.
- Section 47-1A-1102.1 - Foreign business corporation or foreign eligible entities allowed to parties to merger.
- Section 47-1A-1102.2 - Procedures for approval of merger if not in organic law of entity.
- Section 47-1A-1102.3 - Plan of merger--Required content.
- Section 47-1A-1102.4 - Plan of merger--Amendment.
- Section 47-1A-1102.5 - Property held in trust or for charitable purposes--Disposition by court order.
- Section 47-1A-1103 - Share exchange generally.
- Section 47-1A-1103.1 - Foreign corporation or eligible party allowed to be party to share exchange.
- Section 47-1A-1103.2 - Procedures for approval of share exchange if not in organic law of entity.
- Section 47-1A-1103.3 - Plan of share exchange--Required content.
- Section 47-1A-1103.4 - Plan of share exchange--Amendments.
- Section 47-1A-1103.5 - Acquisition of shares in transactions other than share exchange.
- Section 47-1A-1104 - Action on a plan of merger or share exchange.
- Section 47-1A-1105 - Merger between parent and subsidiary or between subsidiaries.
- Section 47-1A-1105.1 - Parent corporation notice to subsidiary shareholders of merger effectiveness.
- Section 47-1A-1105.2 - Provisions applicable to merger between parent and subsidiary.
- Section 47-1A-1106 - Articles of merger or share exchange.
- Section 47-1A-1107 - Effect of merger or share exchange.
- Section 47-1A-1107.1 - Rights of shares of domestic corporation exchanged.
- Section 47-1A-1107.2 - Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange.
- Section 47-1A-1107.3 - Effect of merger on surviving foreign corporation or foreign eligible entity.
- Section 47-1A-1107.4 - Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange.
- Section 47-1A-1108 - Abandonment of a merger or share exchange.
- Section 47-1A-1201 - Disposition of assets not requiring shareholder approval.
- Section 47-1A-1202 - Shareholder approval of certain dispositions.
- Section 47-1A-1202.1 - Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.
- Section 47-1A-1202.2 - Meeting of shareholders to consider disposition--Notice.
- Section 47-1A-1202.3 - Votes required for approval of disposition.
- Section 47-1A-1202.4 - Abandonment of disposition.
- Section 47-1A-1202.5 - Provisions not governing disposition of assets in course of dissolution.
- Section 47-1A-1202.6 - Assets of direct or indirect consolidated subsidiary considered assets of parent corporation.
- Section 47-1A-1301 - Definitions.
- Section 47-1A-1302 - Right to appraisal.
- Section 47-1A-1302.1 - Limitations on availability of appraisal rights.
- Section 47-1A-1302.2 - Limits on or elimination of appraisal rights for preferred shares by articles of incorporation--Application.
- Section 47-1A-1302.3 - Challenge of specified completed corporate actions--Limitation.
- Section 47-1A-1303 - Assertion of appraisal rights by record shareholders for part of shares in name.
- Section 47-1A-1303.1 - Assertion of appraisal rights of beneficial shareholder.
- Section 47-1A-1320 - Notice of appraisal rights.
- Section 47-1A-1321 - Notice of intent to demand payment.
- Section 47-1A-1322 - Appraisal notice and form--Delivery to shareholders.
- Section 47-1A-1322.1 - Appraisal notice and form--Time limits and content.
- Section 47-1A-1323 - Perfection of rights--Right to withdraw.
- Section 47-1A-1323.1 - Subsequent withdrawal from appraisal process.
- Section 47-1A-1323.2 - Loss of payment upon failure to return form and deposit share certificates.
- Section 47-1A-1324 - Payment for shares.
- Section 47-1A-1325 - Withholding of payment for after-acquired shares.
- Section 47-1A-1325.1 - Notice required upon withholding of payment for after-acquired shares.
- Section 47-1A-1325.2 - Payment for shares upon shareholder acceptance of offer in notice.
- Section 47-1A-1325.3 - Payment for shares of amount offered in notice to specified shareholders.
- Section 47-1A-1326 - Procedure if shareholder dissatisfied with payment or offer.
- Section 47-1A-1330 - Court action.
- Section 47-1A-1330.1 - Venue.
- Section 47-1A-1330.2 - Parties--Service.
- Section 47-1A-1330.3 - Jurisdiction--Appraisers--Discovery--Jury trial.
- Section 47-1A-1330.4 - Judgment amount.
- Section 47-1A-1331 - Court costs.
- Section 47-1A-1331.1 - Counsel and expert fees and expenses.
- Section 47-1A-1331.2 - Counsel fees to be paid by benefited shareholders.
- Section 47-1A-1401 - Dissolution by incorporators or initial directors.
- Section 47-1A-1402 - Proposal to dissolve by board of directors--Requirements for adoption.
- Section 47-1A-1402.1 - Conditions for submission of proposal for dissolution.
- Section 47-1A-1402.2 - Meeting of shareholders to consider dissolving corporation--Notice.
- Section 47-1A-1402.3 - Votes required for adoption of proposal to dissolve.
- Section 47-1A-1403 - Articles of dissolution--Content--Filing--Effective date.
- Section 47-1A-1403.1 - Dissolved corporation defined.
- Section 47-1A-1404 - Revocation of dissolution.
- Section 47-1A-1405 - Effect of dissolution.
- Section 47-1A-1405.1 - Limitations on effect of dissolution.
- Section 47-1A-1406 - Known claims against dissolved corporation.
- Section 47-1A-1406.1 - Bar on known claims against dissolved corporation.
- Section 47-1A-1406.2 - Claim exclusions.
- Section 47-1A-1407 - Other claims against dissolved corporation--Publication of notice of dissolution.
- Section 47-1A-1407.1 - Time for bringing action to enforce claim against dissolved corporation after notice publication.
- Section 47-1A-1407.2 - Enforcement of claims against dissolved corporations.
- Section 47-1A-1408 - Court proceedings for determination of amount and form of security for contingent, unknown, or future claims.
- Section 47-1A-1408.1 - Court-ordered security satisfaction for contingent, unknown, or future claims.
- Section 47-1A-1409 - Director duties.
- Section 47-1A-1420 - Grounds for administrative dissolution.
- Section 47-1A-1421 - Procedure for and effect of administrative dissolution.
- Section 47-1A-1422 - Reinstatement following administrative dissolution.
- Section 47-1A-1423 - Appeal from denial of reinstatement.
- Section 47-1A-1430 - Grounds for judicial dissolution.
- Section 47-1A-1431 - Venue.
- Section 47-1A-1431.1 - Shareholders as parties.
- Section 47-1A-1431.2 - Authority of court until full hearing held.
- Section 47-1A-1431.3 - Shareholder right to avoid dissolution by purchase of petitioner shares--Notice.
- Section 47-1A-1432 - Receivership or custodianship.
- Section 47-1A-1433 - Decree of dissolution.
- Section 47-1A-1434 - Election to purchase in lieu of dissolution.
- Section 47-1A-1434.1 - Filing deadline for election to purchase--Notice of right to participate in election--Participation.
- Section 47-1A-1434.2 - Agreement on fair value and terms of purchase of shares.
- Section 47-1A-1434.3 - Court determination of fair value of shares when parties unable to reach agreement.
- Section 47-1A-1434.4 - Order directing purchase of shares--Terms and conditions--Fees and expenses.
- Section 47-1A-1434.5 - Dismissal of petition to dissolve corporation.
- Section 47-1A-1434.6 - Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.
- Section 47-1A-1434.7 - Provisions applicable to payment by corporation pursuant to order to purchase shares.
- Section 47-1A-1440 - Deposit with state treasurer.
- Section 47-1A-1501 - Authority to transact business required.
- Section 47-1A-1502 - Consequences of transacting business without authority.
- Section 47-1A-1502.1 - Stay of proceeding until necessity for certificate of authority is determined and obtained.
- Section 47-1A-1502.2 - Penalties for transacting business without certificate of authority--Collection.
- Section 47-1A-1503 - Application for certificate of authority.
- Section 47-1A-1504 - Amended certificate of authority.
- Section 47-1A-1505 - Effect of certificate of authority.
- Section 47-1A-1506 - Corporate name of foreign corporation--Use of particular words--Fictitious name.
- Section 47-1A-1506.1 - Corporate name--Distinguishable from specified names.
- Section 47-1A-1506.2 - Corporate name--Application to use name not distinguishable from specified names--Authorization.
- Section 47-1A-1506.3 - Corporate name--Use of name upon merger, reorganization, or acquisition of assets.
- Section 47-1A-1506.4 - Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority.
- Section 47-1A-1507 - 47-1A-1507 to 47-1A-1510.Repealed by SL 2008, ch 275, §48.
- Section 47-1A-1520 - Withdrawal of foreign corporation.
- Section 47-1A-1521 - Automatic withdrawal upon certain conversions.
- Section 47-1A-1522 - Withdrawal upon conversion to a nonfiling entity.
- Section 47-1A-1523 - Transfer of authority.
- Section 47-1A-1530 - Grounds for revocation.
- Section 47-1A-1531 - Procedure for and effect of revocation.
- Section 47-1A-1531.1 - Revocation appoints Office of Secretary of State agent for service of process for corporation--Registered agent.
- Section 47-1A-1532 - Appeal from revocation.
- Section 47-1A-1601 - Corporate records--Requirements.
- Section 47-1A-1601.1 - Corporate records--Copies at principal office.
- Section 47-1A-1602 - Shareholder right to inspect and copy records specified in § 47-1A-1601.1.
- Section 47-1A-1602.1 - Shareholder right to inspect and copy specified records--Prerequisites in § 47-1A-1602.2.
- Section 47-1A-1602.2 - Prerequisites to shareholder right to inspect and copy records specified in § 47-1A-1602.1.
- Section 47-1A-1602.3 - Abolition or limitation of right of inspection prohibited--Application.
- Section 47-1A-1603 - Scope of inspection right.
- Section 47-1A-1604 - Court-ordered inspection of records specified in § 47-1A-1602.
- Section 47-1A-1604.1 - Court-ordered inspection of other records.
- Section 47-1A-1604.2 - Court-ordered inspection--Order to pays costs--Restrictions on use or distribution of records.
- Section 47-1A-1605 - Inspection of records by directors.
- Section 47-1A-1605.1 - Court-ordered inspection of records upon application of director.
- Section 47-1A-1605.2 - Court-ordered inspection for director--Limitations--Costs.
- Section 47-1A-1606 - Exception to notice requirement.
- Section 47-1A-1620 - Financial statements for shareholders.
- Section 47-1A-1621 - 47-1A-1621 to 47-1A-1621.3.Repealed by SL 2008, ch 275, §53.
- Section 47-1A-1701 - Application to existing domestic corporations.
- Section 47-1A-1702 - Application to qualified foreign corporations.
- Section 47-1A-1703 - Saving provisions.
- Section 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.
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