TITLE 47
CORPORATIONS
Chapter
01 General Provisions
01A South Dakota Business Corporation Act
02 Business Corporations--Formation And General Powers [Repealed]
03 Business Corporations--Capitalization And Distributions [Repealed]
04 Business Corporations--Shareholders' Rights [Repealed]
05 Business Corporations--Directors, Officers And Agents
06 Business Corporations--Reorganization [Repealed]
07 Business Corporations--Dissolution [Repealed]
08 Foreign Business Corporations [Repealed]
09 Business Corporations--Supervision By Secretary Of State [Repealed]
09A Corporate Farming Restrictions
10 Business Development Credit Corporations
11 Medical Corporations
11A Chiropractic Corporations
11B Optometric Corporations
11C Podiatric Corporations
11D Physician's Assistants Corporations
11E Nursing Corporations
11F Health Care Corporations, Limited Liability Companies And Limited Liability Partnerships
11G Physical Therapy, Occupational Therapy, And Speech-Language Pathology Corporations
12 Dental Corporations
13 Veterinary Corporations
13A Professional Corporations For The Practice Of Law
13B Professional Corporations For The Practice Of Public Accounting
14 Business Trusts [Repealed]
14A South Dakota Business Trust Act
14B South Dakota Foreign Business Trust Act
15 Cooperatives--Formation And General Powers
16 Cooperatives--Membership, Stock And Distributions
17 Cooperatives--Directors, Officers And Employees
18 Cooperatives--Reorganization And Dissolution
19 Foreign Cooperatives
20 Cooperatives--Records, Accounts And Reports
21 Rural Electric Cooperatives
22 Nonprofit Corporations--Formation And General Powers
23 Nonprofit Corporations--Members, Directors, Officers And Agents
24 Nonprofit Corporations--Records, Fiscal Affairs And Reports
25 Nonprofit Corporations--Reorganization
25A Nonprofit Corporations--Domestication And Conversion
26 Nonprofit Corporations--Dissolution And Liquidation
27 Foreign Nonprofit Corporations
28 Nonprofit Corporations--Supervision By Secretary Of State
29 Cemetery Corporations
30 Corporate Frauds And Mismanagement
31 Securities Registration And Sales [Repealed]
31A Uniform Securities Act [Repealed]
31B Uniform Securities Act Of 2002
32 Corporate Take-Over Offers [Repealed]
33 South Dakota Domestic Public Corporation Takeover Act
34 Limited Liability Companies [Repealed]
34A Uniform Limited Liability Company Act
47-1-1, 47-1-2.
Repealed.
47-1-3
Repealed.
47-1-4
Terms to include blockchain technology.
CHAPTER 47-1A
SOUTH DAKOTA BUSINESS CORPORATION ACT
47-1A-101 Short title.
47-1A-120 Requirements for documents.
47-1A-120.1 Terms of plan or filed document dependent on extrinsic facts--Applicable provisions.
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.
47-1A-120.3 Dependency on extrinsic facts prohibited for specified provisions of plan or filed document.
47-1A-121 Forms.
47-1A-122 Fees for 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.
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 to shareholder.
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.
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.
47-1A-301 Purposes.
47-1A-302 General powers.
47-1A-303 Emergency powers.
47-1A-304 Ultra vires.
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 specified names--Authorization.
47-1A-401.3 Corporate name--Use of name upon merger, reorganization, or acquisition of 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 by another--Termination.
47-1A-501 47-1A-501 to 47-1A-504. Repealed by SL 2008, ch 275, § 32.
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 of directors.
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, or cancelled.
47-1A-603.1 Outstanding shares--Shares with unlimited voting rights and entitled to receipt 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.
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 different classes 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 in articles, bylaws, or agreements--Effect on shares.
47-1A-627.1 Purposes for which restriction on transfer of shares and registration of transfer 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.
47-1A-630 Shareholders' preemptive rights.
47-1A-631 Corporation's acquisition of its own shares.
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 with indebtedness 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.
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 unanimous consent 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.
47-1A-709 Shareholders' meeting--Remote communication--Requirements.
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 second corporation--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 Cumulative voting for directors.
47-1A-729 Inspectors of election.
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 on purchase of shares without notice of agreement.
47-1A-732.3 Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.
47-1A-732.4 Liability of directors limited to extent discretion or powers limited by agreement.
47-1A-732.5 Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.
47-1A-732.6 Incorporators or subscribers for shares to act as shareholders with respect to agreement.
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 best interests of corporation.
47-1A-744.1 Groups authorized to make determination that maintenance of proceeding not 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--Complaint requirements.
47-1A-744.4 Burden of proof dependent on whether or not board consists of independent directors.
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.
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.
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 of conduct.
47-1A-825.3 Absent or disqualified committee member--Appointment of alternate member.
47-1A-830 Standards of conduct for directors.
47-1A-830.1 Director reliance on performance or information supplied by specified persons.
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 47-1A-832. Reserved.
47-1A-833 Directors' liability for unlawful distributions.
47-1A-833.1 Contribution or recoupment--Limitation of action.
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 persons authorized 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.
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 subpart.
47-1A-859 Exclusivity of subpart.
47-1A-860 Subpart definitions.
47-1A-861 Judicial action--Transaction other than director's conflicting interest transaction.
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 is controlled by director or relative.
47-1A-863.3 Court authority upon failure of shareholder vote to comply with § 47-1A-863.
47-1A-901 Excluded transactions.
47-1A-902 Required approvals.
47-1A-920 Domestication--Foreign business corporation to be domestic business corporation.
47-1A-920.1 Domestication--Domestic business corporation to be foreign business corporation.
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 not reference 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 cancelled upon 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 foreign jurisdiction.
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 of domestication.
47-1A-925 Abandonment of a domestication of domestic business corporation.
47-1A-925.1 Abandonment of domestication of foreign business corporation.
47-1A-950 Domestic business corporation to become domestic unincorporated entity.
47-1A-950.1 Domestic business corporation to become foreign unincorporated 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 no reference 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 of certificate 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 entity conversion.
47-1A-955.3 Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation.
47-1A-956 Abandonment of an entity conversion.
47-1A-957 Cooperative converted to business corporation.
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 in effect.
47-1A-1008 Amendment pursuant to reorganization.
47-1A-1009 Effect of amendment.
47-1A-1020 Amendment by board of directors or shareholders.
47-1A-1021 Bylaw increasing quorum or voting requirement for directors.
47-1A-1101 Definitions.
47-1A-1102 Merger allowed generally.
47-1A-1102.1 Foreign business corporation or foreign eligible entities allowed to parties to 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 effective time 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 had owner liability for obligations of party to merger or share exchange.
47-1A-1108 Abandonment of a merger or share exchange.
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 of resolution 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 of parent corporation.
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 articles of 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 in name.
47-1A-1303.1 Assertion of appraisal rights of beneficial shareholder.
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.
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.
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 of dissolution.
47-1A-1407.1 Time for bringing action to enforce claim against dissolved corporation after notice publication.
47-1A-1407.2 Enforcement of claims against dissolved corporations.
47-1A-1408 Court proceedings for determination of amount and form of security for contingent, unknown, or future claims.
47-1A-1408.1 Court-ordered security satisfaction for contingent, unknown, or future claims.
47-1A-1409 Director duties.
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.
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 in election--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 reach agreement.
47-1A-1434.4 Order directing purchase of shares--Terms and conditions--Fees and expenses.
47-1A-1434.5 Dismissal of petition to dissolve corporation.
47-1A-1434.6 Time for purchase--Intent of corporation to adopt articles of dissolution--Dissolution--Fees and expenses--Claims.
47-1A-1434.7 Provisions applicable to payment by corporation pursuant to order to purchase shares.
47-1A-1440 Deposit with state treasurer.
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 determined and 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--Fictitious name.
47-1A-1506.1 Corporate name--Distinguishable from specified names.
47-1A-1506.2 Corporate name--Application to use name not distinguishable from specified names--Authorization.
47-1A-1506.3 Corporate name--Use of name upon merger, reorganization, or acquisition of assets.
47-1A-1506.4 Corporation prohibited from transacting business in state upon change to unauthorized name--Amended certificate of authority.
47-1A-1507 47-1A-1507 to 47-1A-1510. Repealed by SL 2008, ch 275, § 48.
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.
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 process for corporation--Registered agent.
47-1A-1532 Appeal from revocation.
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-1602.
47-1A-1604.1 Court-ordered inspection of other records.
47-1A-1604.2 Court-ordered inspection--Order to pays costs--Restrictions on use or distribution 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.
47-1A-1620 Financial statements for shareholders.
47-1A-1621 47-1A-1621 to 47-1A-1621.3. Repealed by SL 2008, ch 275, § 53.
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.
47-2-1 to 47-2-70. Repealed.
47-3-1 to 47-3-83. Repealed.
47-5-1 to 47-5-23.
Repealed.
47-5-24
Repealed.
47-5-24.1 to 47-5-27.
Repealed.
47-6-1 to 47-6-23.3.
Repealed.
47-6-24 to 47-6-39.
Repealed.
47-6-40 to 47-6-50.
Repealed.
47-7-1 to 47-7-3.
Repealed.
47-7-4
Repealed.
47-7-4.1
Repealed.
47-7-5
Repealed.
47-7-5.1
Repealed.
47-7-6
Repealed.
47-7-6.1
Repealed.
47-7-7
Repealed.
47-7-7.1
Repealed.
47-7-8 to 47-7-13.
Repealed.
47-7-14
Repealed.
47-7-15
Repealed.
47-7-15.1
Repealed.
47-7-16 to 47-7-23.
Repealed.
47-7-24 to 47-7-28.
Repealed.
47-7-29
Repealed.
47-7-29.1
Repealed.
47-7-30
Repealed.
47-7-30.1 to 47-7-42.
Repealed.
47-7-43
Repealed.
47-7-44 to 47-7-51.
Repealed.
47-7-52 to 47-7-59.
Repealed.
47-9-1 to 47-9-20. Repealed.
CHAPTER 47-9A
CORPORATE FARMING RESTRICTIONS
47-9A-1 Agriculture prohibited as corporate or limited liability company purpose.
47-9A-1.1 Certain breeding stock, products, and facilities exempt.
47-9A-2 Definition of terms.
47-9A-3 Corporate farming and acquisition of interest in farm real estate prohibited.
47-9A-3.1 Certain greenhouse operations exempt.
47-9A-3.2 Facilities for feeding poultry or producing meat or eggs exempt.
47-9A-3.3 Dairy on agricultural lands exempt.
47-9A-4 Banks and trust companies exempt--Purchase of agricultural land through pooled investment fund excepted.
47-9A-5 Certain limited liability entities exempt from restrictions.
47-9A-6 Encumbrance taken for security exempt.
47-9A-7 Lands acquired in collection of debt or enforcement of claim exempt--Period allowed for disposition--Covenant runs with land.
47-9A-8 Agricultural land--Gift--Restrictions--Applicability.
47-9A-9 Farms, for scientific, medical, research, or experimental purposes exempt if sale of products incidental.
47-9A-10 Raising breeding stock for resale exempt--Nurseries and seed farms.
47-9A-11 Livestock feeding exempt.
47-9A-12 Land acquired for nonfarming uses exempt--Acreage allowed--Restrictions on farming pending development.
47-9A-12.1 Cement Plant Commission property used for nonfarming purposes.
47-9A-13 Family farm and authorized farm corporations exempt.
47-9A-13.1 47-9A-13.1. Repealed by SL 2016, ch 220, § 2.
47-9A-13.2 Pork production subject to same provisions as other operations.
47-9A-14 Family farm corporation defined.
47-9A-15 Qualifications of authorized small farm corporation.
47-9A-16 Report required of corporation engaged in farming--Contents.
47-9A-17 Additional information for qualification as family or authorized farm corporation.
47-9A-18 Farming prohibited without certification by secretary of state.
47-9A-19 47-9A-19. Repealed by SL 2017, ch 192, § 1.
47-9A-20 Corporation failing to file or filing false report--Civil fine.
47-9A-21 Attorney general to prosecute violations--Order of court declaring violation.
47-9A-22 Recording of order--Divestiture within prescribed period--Covenant running with land--Public sale of lands not divested.
47-9A-23 Citation of chapter.
47-10-1
Purposes of corporations.
47-10-2
Powers of corporations.
47-10-3
Borrowing--Pledging security for borrowings.
47-10-4
Lending--Competition with lending institutions prohibited.
47-10-5
Terms and conditions of loans.
47-10-6
Purchase and sale of property.
47-10-7
Promotion of local development corporations.
47-10-8
Participation in federal programs.
47-10-9
Lending--Duty to give first opportunity to lending institution.
47-10-10
Incorporators.
47-10-11
Directors--Number and term of office.
47-10-12
Capitalization--Minimum capital before commencing business.
47-10-13
Accumulation of surplus--Use of surplus.
47-10-14
Persons authorized to hold common stock.
47-10-15
First annual meeting--Conditions--Subsequent annual meetings.
47-10-16
Classes of members--Stockholder members--Nonstockholder members.
47-10-17
Nonstockholder members--Establishment of line of credit.
47-10-18
Nonstockholder members--Duty to lend.
47-10-19
Nonstockholder members--Right to withdraw--Conditions.
47-10-20
Nonstockholder members--Liability for debts.
47-10-21
Nonstockholder members--Right to share in surplus.
47-10-22
Nonstockholder members--Payment before dissolution of corporation.
47-10-23
Legal investments.
47-10-24
Applicability of other laws.
CHAPTER 47-11
MEDICAL CORPORATIONS
47-11-1 Medical corporations authorized--Formation and purposes--Number of stockholders, directors, and officers.
47-11-1.1 Definition of terms.
47-11-2 Corporate name.
47-11-3 Medical license required for all officers, directors, and shareholders.
47-11-3.1 Revocable trust as shareholder--Conditions.
47-11-4 Death of shareholder--Computation of book value.
47-11-5 Contracts for personal services with licensed persons.
47-11-6 Employees subject to Medical Practice Act.
47-11-7 Certificate of registration required--Application for certificate--Contents.
47-11-8 Action on application--Conditions to issuance of certificate--Duration of certificate.
47-11-9 Posting of certificate required.
47-11-10 Amending certificate upon change of location.
47-11-11 Certificate not assignable.
47-11-12 Annual renewal of certificate--Conditions.
47-11-13 Suspension or revocation of certificate--Grounds.
47-11-14 Notice and hearing required--Contents of notice.
47-11-15 Appeal from denial of certificate--Power of court on appeal.
47-11-16 Service of notice of appeal.
47-11-17 Physician-patient relationship unaffected.
47-11-18 Private corporations law as applicable.
47-11-19 Severability and saving clause.
47-11-20 Conflict with Medical Practice Act.
47-11-21 Citation of chapter.
CHAPTER 47-11A
CHIROPRACTIC CORPORATIONS
47-11A-1 Formation of corporation and limited liability company authorized.
47-11A-1.1 Definition of terms.
47-11A-2 Purpose of corporation.
47-11A-3 Powers and privileges restricted to corporate purpose.
47-11A-4 Words or abbreviations required in corporate name--Ethical standards.
47-11A-5 Shareholding restricted to licensed chiropractors--Active practice required.
47-11A-5.1 Revocable trust as shareholder--Conditions.
47-11A-6 Disposition of shares when shareholder no longer eligible.
47-11A-7 Qualifications of president, directors, and officers.
47-11A-8 47-11A-8 to 47-11A-12. Repealed by SL 2005, ch 240, § 4.
47-11A-12.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11A-12.2 Amendment of articles of incorporation to be consistent with law.
47-11A-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11A-13 Articles of incorporation filed with chiropractic examiners--List of shareholders and employees.
47-11A-14 Purchase at book value of shares of deceased or ineligible shareholder.
47-11A-15 Corporate practice of chiropractic restricted--Application of canons of ethics.
47-11A-16 Pension and insurance plans for employees--Restrictions on terms.
47-11A-17 Standards of professional conduct binding on corporation.
47-11A-18 Violation as ground for revocation of chiropractic license.
47-11A-19 Individual professional obligations unimpaired--Individual subject to discipline.
47-11A-20 Relationship with patient unchanged.
47-11A-21 Management of deceased or substantially disabled chiropractor's practice.
CHAPTER 47-11B
OPTOMETRIC CORPORATIONS
47-11B-1 Optometric corporations and liability companies authorized.
47-11B-1.1 Definition of terms.
47-11B-2 Corporate name--Ethical standards.
47-11B-3 Optometric license required for officers, directors and shareholders.
47-11B-3.1 Revocable trust as shareholder--Conditions.
47-11B-4 Purchase at book value of shares of deceased or ineligible shareholder.
47-11B-5 Contracts for personal services with licensed optometrists.
47-11B-6 Professional services limited to licensed agents.
47-11B-7 Licensed employees subject to discipline under practice act.
47-11B-8 Certificate of registration required--Contents of application.
47-11B-9 Investigation on application--Conditions to issuance of certificate--Duration of certificate.
47-11B-10 Posting of certificate.
47-11B-11 Change of location of corporation--Certificate amended.
47-11B-12 Certificate not assignable.
47-11B-13 Annual renewal of certificate--Conditions.
47-11B-14 Suspension or revocation of certificate--Grounds.
47-11B-15 Suspension or revocation of certificate--Applicable procedure.
47-11B-16 Relationship with patient unchanged.
47-11B-17 47-11B-17 to 47-11B-21. Repealed by SL 2005, ch 240, § 5.
47-11B-21.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11B-21.2 Amendment of articles of incorporation to be consistent with law.
47-11B-21.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11B-22 Pension and insurance plans for employees--Restrictions on terms.
47-11B-23 Regulations issued by state board.
CHAPTER 47-11C
PODIATRIC CORPORATIONS
47-11C-1 Podiatric corporations and limited liability companies authorized.
47-11C-1.1 Definition of terms.
47-11C-2 Corporate name--Ethical standards.
47-11C-3 Podiatric license required for officers, directors, and shareholders.
47-11C-3.1 Revocable trust as shareholder--Conditions.
47-11C-4 Purchase at book value of shares of deceased or ineligible shareholder.
47-11C-5 Contracts for personal services with licensed podiatrists.
47-11C-6 Professional services limited to licensed agents.
47-11C-7 Licensed employees subject to discipline under practice act.
47-11C-8 Certificate of registration required--Contents of application.
47-11C-9 Investigation on application--Conditions to issuance of certificate--Duration of certificate.
47-11C-10 Posting of certificate.
47-11C-11 Change of location of corporation--Certificate amended.
47-11C-12 Certificate not assignable.
47-11C-13 Annual renewal of certificate--Conditions.
47-11C-14 Suspension or revocation of certificate--Grounds.
47-11C-15 Suspension or revocation proceedings deemed contested case.
47-11C-16 Relationship with patient unchanged.
47-11C-17 47-11C-17 to 47-11C-21. Repealed by SL 2005, ch 240, § 6.
47-11C-21.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11C-21.2 Amendment of articles of incorporation to be consistent with law.
47-11C-21.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11C-22 Pension and insurance plans for employees--Restrictions on terms.
47-11C-23 Private corporations law applicable.
CHAPTER 47-11D
PHYSICIAN'S ASSISTANTS CORPORATIONS
47-11D-1 Formation of corporation or limited liability company authorized.
47-11D-1.1 Definition of terms.
47-11D-2 Corporate name.
47-11D-3 Certification of officers, directors and shareholders.
47-11D-3.1 Revocable trust as shareholder--Conditions.
47-11D-4 Death of shareholders--Computation of book value.
47-11D-5 Contracts for personal services with certified persons.
47-11D-6 Professional services limited to certified employees.
47-11D-7 Certified employees subject to discipline.
47-11D-8 Certificate of registration required--Application.
47-11D-9 Investigation upon application--Issuance of certificate--Duration of certificate.
47-11D-10 Posting of certificate.
47-11D-11 Change of location--Amending certificate.
47-11D-12 Certificate not assignable.
47-11D-13 Annual renewal of certificate.
47-11D-14 Suspension or revocation of certificate of registration--Grounds.
47-11D-15 Procedure for suspension or revocation of certificate.
47-11D-16 Relationship with patient unchanged.
47-11D-17 47-11D-17 to 47-11D-21. Repealed by SL 2005, ch 240, § 7.
47-11D-21.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11D-21.2 Amendment of articles of incorporation to be consistent with law.
47-11D-21.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11D-22 Pension, profit sharing, insurance, and welfare plans for employees--Restrictions.
47-11D-23 Application of private corporations law.
CHAPTER 47-11E
NURSING CORPORATIONS
47-11E-1 Professional service corporations and limited liability companies for the practice of nursing authorized.
47-11E-1.1 Definition of terms.
47-11E-2 Formation of corporation authorized.
47-11E-3 Powers and privileges.
47-11E-4 Name of corporation or limited liability company.
47-11E-5 Shareholders must be licensed and engaged in practice of nursing.
47-11E-5.1 Revocable trust as shareholder--Conditions.
47-11E-6 Ineligible shareholder to dispose of shares.
47-11E-7 Qualifications of president, directors and officers.
47-11E-8 47-11E-8 to 47-11E-12. Repealed by SL 2005, ch 240, § 8.
47-11E-12.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11E-12.2 Amendment of articles of incorporation to be consistent with law.
47-11E-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11E-13 Filing of articles of incorporation.
47-11E-14 Corporations not to engage in practice of nursing outside of chapter.
47-11E-15 Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions.
47-11E-16 Standards of professional conduct--Compliance.
47-11E-17 Suspension of corporation or members from practice of nursing.
47-11E-18 Standards of professional conduct--Discipline.
47-11E-19 Effect of act.
47-11E-20 Board of Nursing to promulgate rules.
CHAPTER 47-11F
HEALTH CARE CORPORATIONS, LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS
47-11F-1 Definition of terms.
47-11F-2 Professional corporation defined.
47-11F-3 Professional corporations rendering more than one professional service authorized.
47-11F-4 Certificates of registration required--Application.
47-11F-5 Action upon application--Duration of certificate.
47-11F-6 Posting of certificate required.
47-11F-7 Amending certificate upon change of location or ownership--Certificates not assignable.
47-11F-8 Suspension or revocation of certificate--Grounds.
47-11F-9 Notice and hearing required--Appeal--Certain situations where prior notice and hearing not required.
47-11F-10 Additional information required in forming, organizing, or registration documents.
47-11F-11 Corporate name.
47-11F-12 Ownership of property--Investment of funds.
47-11F-13 Professional practice or service without license not permitted.
47-11F-14 Exercise of powers accorded by governing law--Conditions.
47-11F-15 Corporate policies and actions to adhere to standards of professional conduct--Violations reported to licensing board--Board to have access to records.
47-11F-16 Relationship between health care provider and patient unaffected.
47-11F-17 Confidentiality of patient records.
47-11F-18 Licensing boards to promulgate rules to implement chapter.
47-11F-19 Insurance title unaffected.
CHAPTER 47-11G
PHYSICAL THERAPY, OCCUPATIONAL THERAPY, AND SPEECH-LANGUAGE PATHOLOGY CORPORATIONS
47-11G-1 Definition of terms.
47-11G-2 Professional service corporations and limited liability companies for physical, occupational, and speech-language pathologists.
47-11G-3 Formation of corporation—Powers and privileges.
47-11G-4 Name of corporation or limited liability company.
47-11G-5 Shareholders—Requirements.
47-11G-6 Directors and officers.
47-11G-7 Personal liability--Exception.
47-11G-8 Articles of incorporation—Shareholder and employee information.
47-11G-9 Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions.
47-11G-10 Standards of professional conduct--Compliance--Discipline.
47-12-1
Dentists authorized to form business entities.
47-12-1.1, 47-12-2.
Repealed.
47-12-3
Only dentists or qualified entities to have ownership or control of entity.
47-12-3.1
Revocable trust as shareholder, member, or partner--Conditions.
47-12-4 to 47-12-6.
Repealed.
47-12-7
Certificate of registration required--Unprofessional or dishonorable conduct.
47-12-8
Contents of application for registration--Acceptance or denial--Certificate not
assignable--Posting--Change in location.
47-12-9 to 47-12-11.
Repealed.
47-12-12
Annual renewal of certificate--Conditions.
47-12-13
Condition, limitation, suspension, or revocation of certificate--Grounds--Opportunity
for hearing.
47-12-14
Hearings--Appeal.
47-12-15, 47-12-16.
Repealed.
47-12-17
Dentist-patient relationship unaffected.
47-12-18
Repealed.
47-12-19
Severability and saving clause.
47-12-20
Conflict with chapter 36-6A.
47-12-21
Citation of chapter.
CHAPTER 47-13
VETERINARY CORPORATIONS
47-13-1 Veterinary corporations authorized--Formation and purposes of corporation--Limited liability companies authorized.
47-13-1.1 Definition of terms.
47-13-2 Corporate name.
47-13-3 Veterinary license required for all officers, directors, and shareholders.
47-13-3.1 Revocable trust as shareholder--Conditions.
47-13-4 Death of shareholder--Computation of book value.
47-13-5 Contracts for personal services with licensed persons.
47-13-6 Employees subject to Veterinary Practice Act.
47-13-7 Certificate of registration required--Application for certificate--Contents.
47-13-8 Action on application--Conditions to issuance of certificate--Duration of certificate.
47-13-9 Posting of certificate required.
47-13-10 Amending certificate upon change of location.
47-13-11 Certificate not assignable.
47-13-12 Annual renewal of certificate--Conditions.
47-13-13 Suspension or revocation of certificate--Grounds.
47-13-14 Notice and hearing required--Contents of notice.
47-13-15 Appeal from denial of certificate--Power of court on appeal.
47-13-16 Service of notice of appeal.
47-13-17 Veterinary-customer relationship unaffected.
47-13-18 Private corporations law as applicable.
47-13-19 Severability and saving clause.
47-13-20 Conflict with Veterinary Practice Act.
47-13-21 Citation of chapter.
CHAPTER 47-13A
PROFESSIONAL CORPORATIONS FOR THE PRACTICE OF LAW
47-13A-1 Professional corporations for practice of law authorized--Limited liability company.
47-13A-1.1 Definition of terms.
47-13A-2 Contents of articles of incorporation.
47-13A-2.1 Revocable trust as shareholder--Conditions.
47-13A-2.2 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-13A-2.3 Amendment of articles of incorporation to be consistent with law.
47-13A-2.4 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-13A-3 Certified copy of articles and amendments filed with Supreme Court clerk.
47-13A-4 List of shareholders and employees filed with Supreme Court clerk.
47-13A-5 Corporation's violation of standards of professional conduct and rules of court prohibited--Compliance with standards and provisions of chapter.
47-13A-6 Violation as grounds for termination or suspension of right to practice law.
47-13A-7 Attorneys employed by corporation subject to standards of professional conduct--Personal liability.
47-13A-8 Attorney-client privilege unaffected.
47-13A-9 Adoption of pension, profit-sharing, and insurance plans authorized.
47-13A-10 Practice of law by corporations prohibited--Professional service corporations not deemed to be lay agencies.
CHAPTER 47-13B
PROFESSIONAL CORPORATIONS FOR THE PRACTICE OF PUBLIC ACCOUNTING
47-13B-1 Formation of corporations or limited liability companies authorized.
47-13B-1.1 Definition of terms.
47-13B-2 Purpose of corporation.
47-13B-3 Powers exercised only for authorized purpose--Incompatible services prohibited.
47-13B-4 Corporate name.
47-13B-5 47-13B-5. Repealed by SL 2002, ch 179, § 72
47-13B-5.1 Revocable trust as shareholder--Conditions.
47-13B-6 Disposition of shares held by person no longer qualified.
47-13B-7 Qualifications of directors and officers--Restrictions on powers of lay directors and officers.
47-13B-8 47-13B-8 to 47-13B-12. Repealed by SL 2005, ch 240, § 10.
47-13B-12.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-13B-12.2 Amendment of articles of incorporation to be consistent with law.
47-13B-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-13B-13 Articles of incorporation filed with board of accountancy--List of shareholders and professional employees--Notice of changes.
47-13B-14 Restrictions on corporate practice of accounting.
47-13B-15 Pension and insurance plans for employees.
47-13B-16 Corporation held to professional standards of conduct--Violation as ground for suspension or revocation of professional certificate.
47-13B-17 Professional obligations unchanged by incorporation--Personal responsibility for corporate acts in violation.
47-13B-18 Accountant-client privileges unchanged.
47-14A-1
Definitions.
47-14A-2
Beneficial owner's contribution to business trust--Contribution not required.
47-14A-3
Obligation of beneficial owner--Cash value of contribution as option in addition to
other remedies.
47-14A-4
Penalties or consequences for failure to make contribution.
47-14A-5
Liability of beneficial owners.
47-14A-6
Liability of trustees.
47-14A-7
Liability of officers, employees, and others managing business of trust.
47-14A-8
Usury not a defense against beneficial owner's obligation.
47-14A-9
Power to sue and be sued--Liabilities--Property subject to attachment--Exception for
separately designed series.
47-14A-10
Trustee may be served with process.
47-14A-11
Service of process--Fee if service made on secretary of state.
47-14A-12
Time for responsive pleading.
47-14A-13
Trustee or beneficial owner may consent to jurisdiction.
47-14A-14
Service of process not limited.
47-14A-15
Circuit court jurisdiction over business trusts.
47-14A-16
Doing business in state by reason of being trustee.
47-14A-17
Beneficial owner to have undivided interest in trust property--Proportionate share in
profits and losses.
47-14A-18
Creditors of beneficial owners have no rights in business trust property.
47-14A-19
Beneficial owner's interest in business trust as personal property.
47-14A-20
Beneficial owner's interest transferable.
47-14A-21
Beneficial owner entitled to distribution becomes creditor of business trust.
47-14A-22
Title to property of business trust may be held by trustee.
47-14A-23
Creditors of trustee have no rights in business trust property.
47-14A-24
Trustees to manage affairs of business trust--Persons entitled to direct trustees--Power to direct trustees does not cause person to be trustee nor to create duties or
liabilities.
47-14A-25
Provisions of governing instrument.
47-14A-26
Trustee acting in reliance on governing instrument not liable to trust or beneficial
owner--Duties determined by governing instrument.
47-14A-27
Officer or employer acting in reliance on governing instrument not liable--Duties
determined by governing instrument.
47-14A-28
Action by beneficial owners--Notice and meeting not necessary if consent exists--Proxy.
47-14A-29
Action by trustees--Notice and meeting not necessary if consent exists--Proxy.
47-14A-30
One trustee required to have residence or principal place of business in state.
47-14A-31
Exception to § 47-14A-30 for registered investment companies.
47-14A-32
Change of registered agent or location of office--Amendment to certificate of trust.
47-14A-33
Service of process on registered agent valid.
47-14A-34
Change of name or address of trustee or registered agent--Fee--Certificate.
47-14A-35
Business trust to have perpetual existence--Termination determined by governing
instrument.
47-14A-36
Death or incapacity of beneficial owner need not terminate business trust.
47-14A-37
Dissolution of trust determined by governing instrument.
47-14A-38
Powers of trust managers upon dissolution of trust.
47-14A-39 Payment of claims and obligations of trust upon dissolution--Distribution of remaining assets--Liability of persons winding up business.
47-14A-40 Dissolution of series need not cause dissolution of trust--Series dissolution determined by governing instrument--Death or incapacity of beneficial owner need not terminate series.
47-14A-41 Powers of trust series managers upon dissolution of series--Liability.
47-14A-42 Laws applicable to business trusts.
47-14A-43 Certificate of trust to be filed with secretary--Contents--Trust formed upon filing.
47-14A-44 Certificate of amendment--Contents--Certificate of trust may be freely amended.
47-14A-45 Restated certificate of trust integrating all amendments--Contents.
47-14A-46 Certificate of cancellation to be filed upon termination of trust--Contents.
47-14A-47 Certificate of correction or corrected certificate of trust to be filed to correct defective information--Contents--Effective date.
47-14A-48 Termination of certificate containing future effective date.
47-14A-49 Execution of certificates.
47-14A-50 Execution by agent--Authorization of agent.
47-14A-51 Execution of certificate by trustee constitutes oath as to truth of contents.
47-14A-52 Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing.
47-14A-53 Certificates effective upon filing or upon effective date contained in certificate.
47-14A-54 Fees paid at request of secretary or upon filing of certificate.
47-14A-55 Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted.
47-14A-56 Certificate of trust on file with secretary is notice of business trust.
47-14A-57 Fees-Documents not effective until fee paid.
47-14A-58 Name of business trust to be distinguishable from other businesses--Exception.
47-14A-59 Name of person in name of business trust.
47-14A-60 Terms contained in name of business trust.
47-14A-61 Reservation of name.
47-14A-62 Reservation of name--Application--Duration--Transfer--Cancellation.
47-14A-63 Fees for reservation--When paid.
47-14A-64 Merger or consolidation of business trusts.
47-14A-65 Certificate of merger or consolidation to be filed with secretary--Contents.
47-14A-66 Validity of certain mergers not affected by failure to file certificate.
47-14A-67 Effective date of merger or consolidation.
47-14A-68 Certificate of merger or consolidation as certificate of cancellation.
47-14A-69 Amendment to or adoption of governing instrument upon merger--Effective date.
47-14A-70 Rights, property, and obligations of merging entities vest in resulting entity.
47-14A-71 Provision for contractual appraisal rights.
47-14A-72 Authority of beneficial owner to bring derivative action.
47-14A-73 Qualifications of plaintiff in derivative action.
47-14A-74 Complaint to specify efforts to secure action by trustees.
47-14A-75 Costs and attorney's fees of successful derivative action.
47-14A-76 Beneficial owner's right to bring derivative action determined by governing instrument.
47-14A-77 Indemnification of trustee or beneficial owner.
47-14A-78 Absence of indemnity provision in governing instrument not conclusive.
47-14A-79 Power of business trust to acquire interest held by beneficial owner.
47-14A-80 Beneficial owners entitled to obtain certain information.
47-14A-81 Trustees entitled to examine certain information.
47-14A-82 Trustees authorized to keep certain information confidential.
47-14A-83 Records maintained in other than written form--Demand for information to be in writing.
47-14A-84 Conversion of existing business entity to business trust--Filing requirements.
47-14A-85 Certificate of conversion--Contents.
47-14A-86 Effective of date of conversion to business trust--Effective date of commencement of business.
47-14A-87 Conversion to business trust not to affect liabilities incurred prior to conversion.
47-14A-88 Rights, property, and obligations of converting entities vest in resulting entity.
47-14A-89 Conversion deemed continuation of business entity as business trust.
47-14A-90 Conversion to be approved under business entity's governing instrument.
47-14A-91 Construction of chapter with other laws.
47-14A-92 Disposition of rights and interests of business entity upon conversion.
47-14A-93 Conversion of business trust to other business entity.
47-14A-94 Provisions of law subject to change.
47-14A-95 Construction.
47-14A-96 Citation of chapter.
47-14B-1
Laws governing organization of foreign business trust.
47-14B-2
Registration of foreign business trust.
47-14B-3
Doing business in the state.
47-14B-4
Certification and filing of application.
47-14B-5
Name of foreign business trust.
47-14B-6
Office and agent of foreign business trust.
47-14B-7
Change of address of registered office of foreign business trust.
47-14B-8
Resignation of foreign business trust registered agent--Successor--Appointment.
47-14B-9
Resignation of foreign business trust registered agent--No successor appointed.
47-14B-10
Correction of false application of foreign business trust.
47-14B-11
Canceling a foreign business trust.
47-14B-12
Action, suit, or proceeding by foreign business trust.
47-14B-13
Failure of foreign business trust to register.
47-14B-14
Liability of beneficial owner or trustee of foreign business trust.
47-14B-15
Jurisdiction of circuit court for failure to register or for false registration.
47-14B-16
Application of § 47-14A-51.
47-14B-17
Service of process on foreign business trust.
47-14B-18
Service of process when due diligence fails.
47-14B-19
Service of process on unregistered foreign business trust.
47-14B-20
"Doing business" defined.
47-14B-21
Service upon secretary of state--Notice to foreign business trust.
47-14B-22
Filing fees-Documents not effective until fee paid.
47-14B-23
Application of chapter.
47-14B-24
Compliance with requirements--Violation.
47-14B-25
Citation of chapter.
CHAPTER 47-15
COOPERATIVES--FORMATION AND GENERAL POWERS
47-15-1 Definitions.
47-15-2 Purposes--Banking and insurance prohibited.
47-15-3 Requisites for formation.
47-15-4 Articles of incorporation--Contents.
47-15-5 Particular provisions in articles or bylaws.
47-15-6 Filing articles with secretary of state--Beginning of corporate existence.
47-15-7 Issuance of certificate of incorporation--Certificate as conclusive evidence of proper incorporation.
47-15-8 Amendment of articles--Majority vote required.
47-15-9 Procedure for amending articles.
47-15-10 Filing with secretary of state--Certificate of amendment.
47-15-11 Effect of amendment.
47-15-12 Articles and bylaws--Action to invalidate amendment--Limitations.
47-15-13 Bankruptcy proceeding as amendment.
47-15-14 Amendment converting corporation to cooperative.
47-15-15 Adoption of restated articles.
47-15-15.1 Restated articles effective when restated certificate issued--Original articles superseded.
47-15-16 Bylaws--Adoption and amendment.
47-15-17 Bylaws--Majority vote.
47-15-18.1 47-15-18.1. Repealed by SL 2008, ch 275, § 56.
47-15-20 Offices and agents of preexisting cooperatives.
47-15-21 47-15-21 to 47-15-26. Repealed by SL 2008, ch 275, § 56.
47-15-27 Powers of cooperatives--Existence.
47-15-28 Powers of cooperatives--Actions.
47-15-29 Powers of cooperatives--Seals.
47-15-30 Powers of cooperatives--Contracts--Encumbrances.
47-15-31 Powers of cooperatives--Securities holdings.
47-15-32 Powers of cooperatives--Investments and lending.
47-15-33 Powers of cooperatives--Territorial.
47-15-34 Powers of cooperatives--Officers and agents.
47-15-35 Powers of cooperatives--Bylaws.
47-15-36 Powers of cooperatives--Donations.
47-15-37 Powers of cooperatives--Indemnification of agents.
47-15-38 Powers of cooperatives--Cessation of activities.
47-15-39 Powers of cooperatives--Effectuation of purpose.
47-15-40 Promotion expenses--Commissions on stock sales--Limitations.
47-15-41 Use of term "cooperative".
47-15-42 Unauthorized use of term "cooperative" as petty offense.
47-15-43 Injunction against unauthorized use of term "cooperative".
47-15-44 Cooperatives governed by chapter--Preexisting cooperatives.
47-15-45 Continuation of preexisting cooperatives.
47-15-46 Duration of existence of preexisting cooperatives.
47-15-47 Method of giving notice--Waiver of notice.
47-15-48 Cooperatives governed by other laws.
47-15-49 Severability and saving clause.
47-15-50 Citation of cooperative provisions.
47-15-51 Filing false document as felony.
CHAPTER 47-16
COOPERATIVES--MEMBERSHIP, STOCK AND DISTRIBUTIONS
47-16-1 Classes of members--Provisions in bylaws.
47-16-2 Annual member meeting--Time of meeting.
47-16-3 Special meetings.
47-16-4 Member meetings--Location--Virtual participation.
47-16-5 Member meetings--Notice--Virtual meeting.
47-16-6 Notice to delegates or alternates.
47-16-7 Member meetings--Quorum.
47-16-8 Action without meeting.
47-16-9 Consent to action without meeting.
47-16-10 Votes at meeting.
47-16-11 Votes by member cooperatives.
47-16-12 Vote by member owning membership stock.
47-16-13 Proxy votes--Delegate votes.
47-16-14 Member voting.
47-16-15 Voting by representatives.
47-16-16 Voting by organizations.
47-16-17 Voting rights conditioned upon membership payment.
47-16-18 Other votes prohibited.
47-16-19 Bylaws provisions for voting.
47-16-20 Percentage of vote.
47-16-21 Capital stock--Classes of stock.
47-16-22 Membership stock--Transfer of stock.
47-16-23 Cooperative dealing in own stock.
47-16-24 Consideration for stock.
47-16-25 Reacquisition of stock.
47-16-26 Stockholders' preemptive rights.
47-16-27 Stock certificates--Conditions to issuance.
47-16-28 Statements required on stock certificates.
47-16-29 Stock subscriptions--Irrevocability.
47-16-30 Liability of subscribers.
47-16-31 Missing securities--Issuance of duplicate.
47-16-32 Missing securities--Redemption--Procedure.
47-16-33 Liability on securities wrongfully transferred--Notice.
47-16-34 Definition of transfers and transferors.
47-16-35 Actions by stockholders or members--Allegations respecting ownership.
47-16-36 Actions by stockholders or members--Additional allegations.
47-16-37 Approval of court required for termination of action.
47-16-38 Expenses of maintaining action--Disposition of proceeds.
47-16-39 Security for costs--Amount of security.
47-16-40 Distribution of net proceeds.
47-16-41 Deductions from total proceeds.
47-16-42 Procedure for distribution.
47-16-43 47-16-43. Repealed by SL 2009, ch 230, § 1.
47-16-44 Payments to employees.
47-16-45 Dividends on capital stock--Conditions to payment.
47-16-46 Distributions to patrons.
47-16-47 Creation of reserves--Credit to patrons.
47-16-48 Ratio of patronage as determining payment to patron.
47-16-49 Classification of patrons.
47-16-50 Credit to surplus and reserves.
47-16-51 Remaining funds--Distribution to patrons--Distinction between members and nonmembers--Classification of patrons.
47-16-52 Manner of payment.
47-16-53 Application of proceeds to prior losses.
47-16-54 Unclaimed credits--Forfeiture to cooperative.
47-16-55 Procedure for forfeiture--Resolution--Time limit for claim.
47-16-56 Notice to claimant--Contents of notice.
47-16-57 Notice by publication.
47-16-58 Applicability to preexisting claims.
47-16-59 Discretionary payment to claimant after forfeiture.
47-16-60 Filing false document as felony.
47-16-61 Report of forfeited sums to administrator.
CHAPTER 47-17
COOPERATIVES--DIRECTORS, OFFICERS AND EMPLOYEES
47-17-1 Board of directors as manager of cooperative--Qualifications of directors.
47-17-2 Compensation of directors.
47-17-3 Number of directors.
47-17-4 First directors as temporary board--Election of permanent directors--Territorial directors--Directors' terms of office--Alternates.
47-17-4.1 Use of funds or employee activity to promote election to office prohibited--Directors and officers permitting violation subject to civil fine.
47-17-5 Removal of directors.
47-17-6 Vacancies on board of directors.
47-17-7 Liability of directors for improper distribution of assets.
47-17-7.1 Directors not liable for distribution in good faith reliance on financial statements or accountant's representation.
47-17-8 Board meetings.
47-17-9 Quorum at meeting.
47-17-10 Waiver of notice of meeting.
47-17-11 Specification of purpose of meeting.
47-17-12 Directors' executive committee--Powers of committee.
47-17-13 Action without meeting of directors--Written consent.
47-17-14 Principal officers of cooperative--Election by board of directors.
47-17-15 Other officers.
47-17-16 Authority of officers.
47-17-17 Removal of officers.
47-17-18 Compensation of officers.
47-17-19 47-17-19. Repealed by SL 2007, ch 260, § 8.
47-17-20 Filing false document as felony.
47-17-21 Indemnification of directors, officers, agents, and employees against liability under certain circumstances.
47-17-22 Circumstances under which directors, officers, agents, and employees may not be indemnified.
47-17-23 Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.
47-18-1
Merger or consolidation--Preparation of plan--Approval of plan.
47-18-2
Articles of merger or consolidation--Contents--Effective date.
47-18-3
Effect of merger or consolidation--Surviving cooperative.
47-18-4
Rights and duties of surviving cooperative.
47-18-5
Amendment of surviving cooperative's articles.
47-18-5.1
Merger or consolidation of cooperative and its subsidiary.
47-18-6
Division of cooperative--Plan of division--Approval of plan.
47-18-7
Manner of approval of plan.
47-18-8
Articles of division--Contents and filing.
47-18-9
Disposal of assets--Authorization by members--Notice and approval.
47-18-10
Mortgaging assets to secure payment of debts.
47-18-11
Voluntary dissolution--Notice and approval.
47-18-12
Liquidation of assets--Distribution of proceeds.
47-18-13
Certificate of dissolution--Contents of certificate.
47-18-14
Filing and recording certificate of dissolution.
47-18-15
Involuntary dissolution--Action by attorney general--Grounds for involuntary
dissolution.
47-18-16
Default cured prior to entry of decree--Abatement of action.
47-18-16.1
Repealed.
47-18-16.2
Petition for reinstatement--Filing fee--Penalty for expired years.
47-18-16.3
Administrative dissolution of cooperative.
47-18-16.4
Notice of grounds for dissolution--Time limit for corrections--Subsequent existence--Authority of agent.
47-18-16.5
Application for reinstatement.
47-18-16.6
Denial of reinstatement--Appeal--Court action.
47-18-17
Liquidation of assets by court--Proper parties to bring action.
47-18-18
Power and authority of court--Appointment of receiver.
47-18-19
Creditors' claims--Notice--Time for filing.
47-18-20
Decree of dissolution--Filing and recording.
47-18-21
Action as staying all other proceedings.
47-18-22
Dismissal of action.
47-18-23
Title to property omitted from final distribution.
47-18-24
Appointment of trustee for property.
47-18-25
Court supervision of trustee.
47-18-26
Assets distributable to unknown persons--Deposit in state treasury--Subsequent
claim--Time limitation.
47-18-27
Dissolution as not impairing preexisting rights--Time limitation.
47-18-28
Filing false document as felony.
47-19-1
Authorization to do business locally--Certificate of authority.
47-19-2
Application for certificate--Contents--Filing.
47-19-3
Rights conferred by certificate.
47-19-4
Filing false document as felony.
47-20-1
Books and records required--List of members and stockholders.
47-20-2
Inspection of books and records.
47-20-3
Court order for production of books and records--Violation--Penalty.
47-20-4
Annual financial report to stockholders or members--Contents of report.
47-20-5, 47-20-6. Repealed.
47-20-7
Delivery of annual report to secretary of state--Fee--Returning improper report.
47-20-8 to 47-20-9. Repealed.
47-20-10
Filing and receipt of documents.
47-20-11
Recordation of documents.
47-20-12
Repealed.
47-20-12.1
Filing false document as felony.
47-20-13
Fees collectible by secretary of state.
47-20-14
Fees collectible from foreign corporations.
47-20-15
Registered office required.
47-20-16
Registered agent required.
47-20-17
Change of registered office or registered agent--Procedure.
47-21-1
Definitions.
47-21-2
Purpose and authority.
47-21-3
Name of cooperative--Exceptions.
47-21-4
Exclusive use of particular words.
47-21-5
Requirement that name be distinct.
47-21-6
Incorporators--Requisites and qualifications.
47-21-7
Articles of incorporation--Unnecessary recitals--Signing of articles.
47-21-8
Amendment of articles--Procedure--Two-thirds vote required.
47-21-9
Required recitals in amendment--Affidavit of compliance.
47-21-10
Board of directors--Bylaws--Meetings by teleconference.
47-21-11
Compensation of directors.
47-21-12
First directors--Term of office.
47-21-13
Election of directors--Maximum term of office.
47-21-14
Quorum of directors.
47-21-15
Husband and wife as directors.
47-21-16
Powers of board of directors.
47-21-17
Directors not disqualified from acknowledging instruments.
47-21-18
Adoption of first bylaws by directors--Subsequent bylaws adopted by members.
47-21-19
Provisions of bylaws.
47-21-20
Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited.
47-21-21
Officers--Election and qualifications--Removal of officers.
47-21-21.1
Repealed.
47-21-21.2
Indemnification of directors, officers, agents, and employees against liability under
certain circumstances.
47-21-21.3
Circumstances under which directors, officers, agents, and employees may not be
indemnified.
47-21-21.4
Indemnification of successful director, officer, agent, or employee for expenses
incurred in proceeding.
47-21-22
Conversion of corporation into cooperative.
47-21-23
Submission of conversion proposition to stockholders--Notice of meeting.
47-21-24
Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.
47-21-25
Consolidating cooperatives.
47-21-26
Submission of consolidation proposition to members--Notice of meeting.
47-21-27
Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance.
47-21-28
Merging cooperatives.
47-21-29
Submission of merger proposition to members--Notice of meeting.
47-21-30
Majority vote required for approval--Articles of merger--Contents of articles--Affidavit of compliance.
47-21-31
Articles of consolidation as governing consolidated cooperative--Articles of
surviving cooperative as governing merged cooperative.
47-21-32
Transfer of rights and obligations to surviving cooperative.
47-21-33
Liabilities after consolidation or merger--Preexisting claims--Substitution of parties.
47-21-34
Rights of creditors and lienors unaffected by consolidation or merger.
47-21-35
Dissolution before commencement of business--Articles of dissolution--Majority
approval required--Contents of articles.
47-21-36
Dissolution after commencement of business.
47-21-37
Submission of dissolution proposition to members--Majority vote required.
47-21-38
Certificate of election to dissolve--Contents of certificate--Submission to secretary
of state.
47-21-39
Cessation of business--Continuance of corporate existence--Notice to creditors--Publication.
47-21-40
Liquidation of affairs of cooperative--Distribution of assets--Rights of patrons--Rights of members--Distribution of remains.
47-21-41
Articles of dissolution--Contents of articles.
47-21-42
Delivery of articles to secretary of state--Fees--Effective date of action--Certificates
of election to dissolve.
47-21-43
Fee schedule of secretary of state.
47-21-44
Encumbering cooperative property in favor of governmental agency permitted.
47-21-45
Circumstances under which property may be transferred--Majority vote required--Transfer to security holders.
47-21-46
Place of recordation of encumbrance.
47-21-46.1
Filing and recording of trust deed or mortgage in Office of Secretary of State--Effect.
47-21-46.2
Filing required under chapter 57A-9 to be maintained in Office of Secretary of State--Contents of financing statement--Termination of effectiveness.
47-21-46.3
Filing of mortgage or trust deed covering less than fee simple interest--Effect--Termination--Sufficiency of description.
47-21-46.4
Applicability of other laws--Single filing--Index.
47-21-46.5
Assignment or discharge of trust deed or mortgage.
47-21-46.6
Filing fee.
47-21-47
After-acquired property as subject to encumbrance--Recordation as notice.
47-21-48
Encumbrance against personal property--Continuance of lien without refiling.
47-21-49
Members of cooperatives--Qualifications.
47-21-50
Use of electric energy required--Failure to make energy available.
47-21-51
Husband and wife as members--Membership not transferable--Additional
qualifications of members.
47-21-52
Liability of members for acts of cooperative.
47-21-53
Annual members' meeting.
47-21-54
Special meetings for members--Procedure for calling.
47-21-55
Notice of meeting--Contents of notice--Method of giving notice.
47-21-56
Quorum for members' meetings--Quorum for district meeting--Adjournment for
failure of quorum.
47-21-57
Voting by members--Spouse voting for member--Mail voting.
47-21-58
Waiver of notice--Attendance as waiver--Exceptions.
47-21-59
Powers of cooperative--Capacity to sue and be sued.
47-21-60
Powers of cooperative--Perpetual existence.
47-21-61
Powers of cooperative--Corporate seal.
47-21-62
Powers of cooperative--Generation and distribution of electric energy.
47-21-63
Powers of cooperative--Dealing in property and equipment.
47-21-64
Powers of cooperative--Franchises, licenses and easements.
47-21-65
Powers of cooperative--Borrowing--Security for borrowing.
47-21-66
Powers of cooperative--Construction and maintenance of facilities on public lands.
47-21-67
Powers of cooperative--Eminent domain.
47-21-68
Powers of cooperative--Joining other cooperatives.
47-21-69
Powers of cooperative--Extraterritorial powers.
47-21-70 Powers of cooperative--Bylaws.
47-21-71 Powers of cooperative--Other powers.
47-21-72 Requirement that cooperative be nonprofit--Disposition of revenues.
47-21-72.1 Directors not liable for distribution in good faith reliance on financial statements or accountants' reports.
47-21-73 Municipal corporation or county grant to use public streets.
47-21-74 Foreign cooperatives--Conditions to local operation--Statement to secretary of state--Contents of statement.
47-21-75 Construction to comply with National Electrical Safety Code--Compliance establishes due care in negligence claim.
47-21-76 Change of location of principal office--Certificate to secretary of state.
47-21-77 Securities regulation laws inapplicable.
47-21-78 Construction of chapter.
47-21-79 Limitation of actions.
47-21-80 Severability and saving clause.
47-21-81 Citation of chapter.
47-21-82 Cooperatives able to use property and funds to promote economic development and may lend money--Restrictions on loans.
47-21-83 Forfeiture of unclaimed credits.
47-21-84 Application of South Dakota's Public Communications Network Infrastructure.
47-22-1
Definitions.
47-22-2
Applicability to domestic corporations.
47-22-2.1
Applicability to corporations existing prior to 1965.
47-22-3
Applicability to foreign corporations.
47-22-4
Purposes and authority of corporations--Particular purposes--Exceptions.
47-22-5
Incorporators--Articles of incorporation.
47-22-6
Contents of articles of incorporation--Necessary recitals.
47-22-7
Corporate name--Indication of purpose.
47-22-8
Repealed.
47-22-8.1
Use of same or similar name prohibited--Non-English name to be transliterated.
47-22-9
Reservation of name--Parties entitled to reserve.
47-22-10
Procedure for reservation of name--Maximum time of reservation.
47-22-11
Transfer of reserved right--Notification to secretary of state.
47-22-12
Articles of incorporation--Endorsement and filing by secretary of state--Issuance of
certificate of incorporation.
47-22-13
Commencement of corporate existence--Certificate as conclusive evidence of
compliance--Exceptions.
47-22-14
Amending articles of incorporation.
47-22-15
Procedure for amendment.
47-22-16
Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required.
47-22-17
Procedure in absence of members entitled to vote--Adoption of amendment by board
of directors.
47-22-18
Submission of more than one amendment.
47-22-19
Articles of amendment--Contents of articles.
47-22-20
Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate
of amendment.
47-22-21
Effective date of amendment.
47-22-22
Preexisting actions unaffected--Change of name as not abating action.
47-22-23
Restatement of articles of incorporation--Procedure.
47-22-24
Resolution of restatement--Submission to members.
47-22-25
Notice of proposed restatement--Contents of notice.
47-22-26
Vote of membership--Majority vote required.
47-22-27
Procedure in absence of members entitled to vote--Adoption of restatement by board
of directors.
47-22-28
Approval of restated articles--Contents of articles--Delivery to secretary of state.
47-22-28.1
Restated articles may incorporate proposed amendments--Conditions.
47-22-29
Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated
certificate of incorporation.
47-22-30
Effective date of restated articles.
47-22-31
Meeting of first board of directors--Organization meeting--Notice of meeting.
47-22-32
First meeting of members--Notice of meeting.
47-22-33
Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.
47-22-33.1
Method of providing notice to members or directors.
47-22-34
Changing number of board of directors--Bylaws controlling absent provision in
articles.
47-22-35
Emergency bylaws--Conditions creating emergency.
47-22-36 Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.
47-22-37 Modification of lines of succession during emergency.
47-22-38 Changing head office during emergency.
47-22-39 Duration of emergency bylaws.
47-22-40 Notice of meetings during emergency--Quorum.
47-22-41 Liability for actions during emergency--Willful misconduct.
47-22-42 to 47-22-51. Repealed.
47-22-52 Powers of corporation--Perpetual succession.
47-22-53 Powers of corporation--Capacity to sue and be sued.
47-22-54 Powers of corporation--Corporate seal.
47-22-55 Powers of corporation--Dealing in real or personal property.
47-22-56 Powers of corporation--Disposal of corporate assets.
47-22-57 Powers of corporation--Lending money.
47-22-58 Powers of corporation--Securities holdings--Government obligations.
47-22-59 Powers of corporation--Contracting--Borrowing--Issuance of securities.
47-22-60 Powers of corporation--Lending--Investing--Property holding.
47-22-61 Powers of corporation--Extraterritorial operations.
47-22-62 Powers of corporation--Officers and agents.
47-22-63 Powers of corporation--Adoption of bylaws.
47-22-64 Powers of corporation--Donations--Wartime donations.
47-22-65 Repealed.
47-22-65.1 Powers of corporation--Indemnification--Defense of actions.
47-22-65.2 Indemnification against expenses and attorneys' fees.
47-22-65.3 Authorization of indemnification--Requirements--Manner of determination.
47-22-65.4 Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions.
47-22-65.5 Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees.
47-22-65.6 Powers of corporation--Purchase and maintenance of liability insurance.
47-22-65.7 Corporation defined.
47-22-65.8 Definition of other terms.
47-22-66 Powers of corporation--Pension plans.
47-22-67 Powers of corporation--Cessation of activities.
47-22-68 Powers of corporation--Other powers.
47-22-68.1 Restrictions on private foundations--Definition of terms.
47-22-68.2 Restrictive provisions as to income and property deemed incorporated in foundation charter.
47-22-68.3 Self-dealing by foundation prohibited.
47-22-68.4 Distributions required of foundation.
47-22-68.5 Excess business holdings prohibited to foundation.
47-22-68.6 Investments which jeopardize charitable purpose prohibited to foundation.
47-22-68.7 Taxable expenditures prohibited to foundation.
47-22-68.8 Judicial determination that required restrictions would be contrary to charter.
47-22-68.9 State powers over corporation unimpaired.
47-22-69 Ultra vires unavailable to invalidate transfers of property.
47-22-70 Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.
47-22-71 Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors.
47-22-72 Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation.
47-22-73 Unauthorized acting as corporation--Liability.
47-22-74 Legislative power to prescribe additional regulations.
47-22-74.1 Privacy protection policy for social security numbers of volunteers.
47-22-75 Prior incorporations validated--Previously pending actions.
47-22-76 Rights vested under prior statutes unaffected.
47-22-77 Severability and saving clause.
47-22-78 Citation of nonprofit corporation law.
CHAPTER 47-23
NONPROFIT CORPORATIONS--MEMBERS, DIRECTORS, OFFICERS AND AGENTS
47-23-1 Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership.
47-23-2 Exoneration from personal liability.
47-23-2.1 Liability of director, trustee, committee member, or officer serving without compensation.
47-23-3 Members' meetings--Time and place.
47-23-4 Annual members' meeting--Time and place--Failure to hold meeting.
47-23-5 Special meetings--Electronic communication.
47-23-6 Taking action without meeting--Written consent--Effect of written consent.
47-23-7 Notice to members of meeting--Manner of giving notice.
47-23-8 Articles or bylaws as limiting right to vote--Vote in absence of limitation provision.
47-23-9 Voting procedure--Proxy votes--Ballots.
47-23-10 Cumulative voting for directors.
47-23-11 Corporations without members entitled to vote--Powers of directors.
47-23-12 Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required.
47-23-13 Board of directors--Qualifications of directors.
47-23-14 Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.
47-23-15 First board of directors--Term of office.
47-23-16 Election or appointment of directors--Term of office.
47-23-17 Classes of directors--Term of office.
47-23-18 Removal of directors.
47-23-19 Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office.
47-23-20 Quorum of directors--Provisions of articles or bylaws as governing.
47-23-21 Meetings by teleconference.
47-23-22 Committees--Authority and function--Responsibility of board of directors.
47-23-23 Articles or bylaws as governing vote of directors.
47-23-24 Corporate officers--Appointment and term of office--Ex officio members of board of directors.
47-23-25 Removal of officers--Contract rights unaffected.
47-23-26 Notice to members or directors--Written waiver.
47-23-27 Indemnification of corporate agents for liability from good faith acts on behalf of corporation.
47-23-28 Definition of terms.
47-23-29 Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.
47-23-30 Person not immune where negligent operation of vehicle caused injury.
47-23-31 Effect on other statutes concerning immunity.
47-23-32 Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.
CHAPTER 47-24
NONPROFIT CORPORATIONS--RECORDS, FISCAL AFFAIRS AND REPORTS
47-24-1 Books, records, minutes, and member lists.
47-24-2 Inspection of books or records.
47-24-3 Shares of stock prohibited--Dividends and profits prohibited.
47-24-3.1 Directors not liable for distribution in good faith reliance on financial statements or accountant's report.
47-24-4 Compensation of members, directors, or officers--Distributions upon final liquidation.
47-24-5 Loans to directors or officers--Liability for assenting to loan.
47-24-6 Report required of domestic corporation.
47-24-7 47-24-7. Repealed by SL 2008, ch 275, § 65.
47-24-8 47-24-8. Repealed by SL 2003, ch 8, § 16
47-24-9 47-24-9 to 47-24-12. Repealed by SL 2008, ch 275, § 65.
47-24-13 47-24-13. Repealed by SL 1989, ch 393, § 20
47-24-13.1 Administrative dissolution.
47-24-13.2 Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.
47-24-14 Petition for reinstatement after dissolution of corporate existence--Execution and filing.
47-24-14.1 Denial of reinstatement--Appeal--Court action.
47-24-15 Change of name required on reinstatement.
47-24-16 Conforming petition for reinstatement filed--Certificate.
47-24-17 Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state.
47-24-18 Definitions.
47-24-19 Protection--Nonprofit corporations--Charitable trusts.
47-24-20 Exceptions.
47-24-21 Personal affiliation information--Definitions.
47-24-22 Personal affiliation information--Right to privacy--Public agencies--Prohibitions.
47-24-23 Personal affiliation information--Privacy violation--Civil action.
47-24-24 Personal affiliation information--Exemptions.
47-24-25 Personal affiliation information--Public benefit.
47-24-26 Personal affiliation information--Fraud investigation.
47-25-1
Merger of corporations--Plan of merger--Contents of plan.
47-25-2
Amendment of surviving corporation's articles.
47-25-3
Consolidation of corporations--Plan of consolidation--Contents of plan.
47-25-4
Articles of consolidation as governing new corporation.
47-25-5
Adoption of plan of merger or consolidation.
47-25-6
Resolution of merger or consolidation--Submission to members--Notice of proposed plan.
47-25-7
Two-thirds vote required for approval.
47-25-8
Corporations having no members entitled to vote--Approval by directors.
47-25-9
Abandonment of merger or consolidation plan.
47-25-10
Approval of articles of merger or consolidation--Contents of approval--Delivery to
secretary of state.
47-25-11
Endorsement and approval by secretary of state--Issuance of certificate of merger or
consolidation.
47-25-12
Effective date of merger or consolidation.
47-25-13
Formation of single corporation--Surviving corporation.
47-25-14
Cessation of previous corporate existence.
47-25-15
Rights and duties of surviving corporation.
47-25-16
Transfer of assets and liabilities to surviving corporation--Title to real estate.
47-25-17
New corporation as responsible for claims and liabilities--Preexisting rights unimpaired.
47-25-18
Merger or consolidation involving foreign corporation.
47-25-19
Compliance with local law by local corporation--Compliance with foreign law by foreign
corporation.
47-25-20
Compliance with local law by surviving corporation--Submission to service of process
locally.
47-25-21
Effect of merger or consolidation of foreign and domestic corporation.
47-25-22
Surviving corporation as governed by foreign law.
47-25-23
Abandonment of merger or consolidation.
47-25-24
Transfer of substantially all corporate assets.
47-25-25
Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.
47-25-26
Authorization of transfer by members--Two-thirds vote required.
47-25-27
Abandonment of transfer plan after vote of members--Rights of third parties.
47-25-28
Authorization for transfer in corporation having no members entitled to vote.
47-25A-1
Definitions.
47-25A-2
Required approvals.
47-25A-3
Domestication--Plan of domestication.
47-25A-4
Domestication of a domestic nonprofit corporation in a foreign jurisdiction.
47-25A-5
Articles of domestication.
47-25A-6
Effect of domestication--Liability of member of foreign nonprofit corporation
domesticated in this state.
47-25A-7
Abandonment of domestication.
47-25A-8
For-profit conversion--Plan of for-profit conversion.
47-25A-9
Conversion of domestic nonprofit corporation to domestic or foreign business
corporation.
47-25A-10
Articles of for-profit conversion.
47-25A-11
Effect of for-profit conversion--Liability of member of domestic nonprofit
corporation that converts to domestic business corporation.
47-25A-12
Abandonment of for-profit conversion.
47-25A-13
Foreign for-profit domestication and conversion.
47-25A-14
Articles of domestication and conversion.
47-25A-15
Effect of foreign for-profit domestication and conversion--Liability of shareholder.
47-25A-16
Abandonment of foreign for-profit domestication and conversion.
47-25A-17
Effect of conversion.
47-25A-18
Abandonment of entity conversion.
47-25A-19
Conversion of domestic business corporation to domestic nonprofit corporation.
47-25A-20
Plan of nonprofit conversion.
47-25A-21
Effect of conversion of domestic business corporation to domestic nonprofit
corporation.
47-25A-22
Abandonment of conversion of domestic business corporation to domestic nonprofit
corporation.
47-26-1
Procedure for dissolution.
47-26-2
Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required.
47-26-3
Dissolution by board of directors in corporation without members entitled to vote.
47-26-4
Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution
to creditors--Collection and distribution of assets.
47-26-5
Manner of distribution of assets--Particular assets--Remaining assets.
47-26-6
Plan for distribution of assets--Adoption of plan.
47-26-6.1
Notice to attorney general.
47-26-7
Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.
47-26-8
Adoption of plan by corporation having no members entitled to vote.
47-26-9
Articles of dissolution--Time for adoption--Contents.
47-26-10
Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution.
47-26-11
Cessation of corporate existence--Exceptions.
47-26-12
Revocation of dissolution action--Procedure.
47-26-13
Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote
required.
47-26-14
Revocation in corporation having no members entitled to vote.
47-26-15
Effect of adoption of revocation resolution.
47-26-16
Involuntary dissolution by court decree--Action by attorney general--Grounds of
action.
47-26-17
Repealed.
47-26-18
Repealed.
47-26-19
Venue of attorney general's action--Service of process.
47-26-20
Service by publication--Contents of publication--Newspaper of publication.
47-26-21
Including several corporations in one notice--Mailing notice to corporation--Attorney
general's certificate of mailing--Number and time of publication--Time for default.
47-26-22
Power of court in liquidation proceedings--Actions by member or director.
47-26-23
Power of court in liquidation proceedings--Action by creditor.
47-26-24
Power of court in liquidation proceedings--Application by corporation.
47-26-25
Power of court in liquidation proceedings--Action by attorney general.
47-26-26
Venue of actions.
47-26-27
Proper parties to action.
47-26-28
Preservation of corporate assets--Injunctions and receivers.
47-26-29
Appointment of liquidating receiver--Authority of receiver--Order appointing
receiver.
47-26-30
Disposition of assets resulting from sale of corporate property--Manner of
distribution--Disposition of remaining assets.
47-26-31
Expenses of liquidation--Compensation of receiver--Attorneys' fees.
47-26-32
Capacity of receiver to sue and be sued--Jurisdiction of court.
47-26-33
Qualifications of receiver--Bond.
47-26-34
Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs.
47-26-35
Discontinuance of liquidation proceedings--Redelivery of assets to corporation.
47-26-36
Decree of involuntary dissolution--Cessation of corporate existence.
47-26-37
Copy of decree filed with secretary of state--Fee.
47-26-38
Disposition of undistributable assets--Unknown claimants--Deposit with state
treasurer for subsequent payment.
47-26-39
Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy.
47-26-40
Dissolution by expiration of period of duration--Extension of period of duration.
47-27-1
Certificate of authority to do business--Application--Contents of application--Forms--Execution.
47-27-2
Delivery of application to secretary of state.
47-27-3
Approval by secretary of state--Endorsement and filing.
47-27-4
Issuance of certificate of authority--Authority conferred by certificate.
47-27-5
Circumstances under which certificate may not be denied--Difference between
local and foreign law--Regulation of internal affairs of corporation prohibited.
47-27-6
Certificate as conferring no greater rights than those enjoyed by local
corporations.
47-27-7
Corporate name as affecting right to certificate--Purpose indicated by name.
47-27-8
Name similar to or same as other corporation.
47-27-9
Change of name to prohibited name--Suspension of certificate of authority.
47-27-10
Certificate as not authorizing acts prohibited locally.
47-27-11
Certificate as requisite for doing business.
47-27-12
Failure to obtain certificate as barring suit within state.
47-27-13
Failure to obtain certificate as not barring defense to action within state.
47-27-14
Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general.
47-27-15, 47-27-16.
Repealed.
47-27-17
Circumstances under which new certificate of authority is necessary--Change
of corporate name--Additional corporate purposes--Application for new
certificate of authority.
47-27-18
Annual reports by foreign corporations.
47-27-19 to 47-27-28. Repealed.
47-27-29
Contract or tort within state as consent to serve secretary of state.
47-27-30, 47-27-31. Repealed.
47-27-32
Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.
47-27-33
Endorsement and filing by secretary of state--Issuance of certificate of
withdrawal.
47-27-34
Cessation of authority to conduct local business.
47-27-35
Revocation of certificate of authority--Grounds for revocation.
47-27-36
Notice and procedure for revocation--Time for notice--Corrective action by
corporation.
47-27-37
Issuance and filing of certificate of revocation--Notice to corporation.
47-27-38
Cessation of authority to do business locally.
47-28-1
General powers of secretary of state.
47-28-2
Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice.
47-28-3
Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo.
47-28-4
Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo.
47-28-5
Appeal from order of circuit court--Procedure.
47-28-6
Filing fees.
47-28-7
Fee for service of process.
47-28-8
Fee for certified copy.
47-28-9
Prima facie effect of certificates of secretary of state--Admissibility.
47-28-10
Repealed.
47-28-11
Interrogatories by secretary of state to determine compliance with statutes.
47-28-12
Answer to interrogatories--Time for answer--Extension of time--Proper party to
answer.
47-28-13
Withholding filing of documents pending answer--Certification of certain answers
to attorney general.
47-28-14
Interrogatories and answers as confidential--Exception in case of criminal
proceedings.
47-28-15
Failure to answer interrogatories--Civil fine.
47-28-16
Director or officer failing to answer interrogatories or signing false report--Civil fine.
47-28-17
Forms prescribed by secretary of state--Use not mandatory.
47-28-18
Filing by electronic transmission.
47-28-19
Delayed effective time and date of filings.
47-29-1
Cemetery corporations authorized--Nonprofit corporation law as applicable.
47-29-2
Permissible bylaw provisions--General management--Conformity with other
corporation law.
47-29-3
Cemetery lot owners as members of corporation--Vote--Jointly owned lots--Proxy
voting.
47-29-4
Quorum of members--Proxies counted.
47-29-5
Notice of election of directors--Publication of notice--Time of publication--Notice
of other meetings.
47-29-6
Directors required to be members.
47-29-7
Grounds previously used for burial--Lot owners as members of corporation.
47-29-8
Transfer of lot to individual owner for burial--Succession to ownership of lot--Joint
owners.
47-29-9
Failure to inter or care for lot or mausoleum--Resale of lot--Transfer of mausoleum
to municipality--Notice required.
47-29-10
Other laws applicable to nonperpetual care cemeteries.
47-29-11
Power of corporation to hold real estate--Maximum holdings--Platting and sale of
lots.
47-29-12
Additional holdings of real property--Sale of additional holdings.
47-29-13
Surveying and platting of cemetery grounds--Recordation--Lot numbering.
47-29-14
Sale of unplatted and unused ground.
47-29-15
Sale of platted but unused, unsold and unneeded ground--Determination by
governing body of corporation--Confirmation.
47-29-16
Circuit court petition for confirmation--Contents of petition--Hearing--Notice of
hearing--Method of notice--Including multiple tracts in petition.
47-29-17
Order granting or denying petition--Order as conclusive absent appeal.
47-29-18
Judgment as vacating plat or survey--Replatting.
47-29-19
Extension of cemetery boundaries--Purchase of lands--Condemnation of lands--Condemnation laws applicable.
47-29-20
Improvements on cemetery lands--Prohibited uses.
47-29-21
Authorization to hold personal property.
47-29-22
Authorization to establish perpetual fund--Donations--Election of trustees--Bond and
accounting of trustees.
47-29-23
Distribution of proceeds from sale of cemetery lots--Use in care of cemetery--Expenses--Profit prohibited.
47-29-24
Percentage of proceeds used to pay debts.
47-29-25
Cemetery property as exempt from taxation and local assessments--Appropriation for
state highway purposes of unused lands.
47-29-26
Validation of previous cemetery lot deeds.
47-30-1
Fraudulent subscription agreement--Misdemeanor.
47-30-2
Fraudulent deception of public officer in connection with issuance of stock--Felony.
47-30-3
Fraudulent prospectus or report--Felony.
47-30-4
Receipt of corporate property without proper accounting entry as theft.
47-30-5
Fraudulent corporate insolvency--Participating directors--Misdemeanor.
47-30-6
Fraudulent mutilation or falsification of corporate books as felony.
47-30-7
Refusal to permit stockholder access to books--Misdemeanor.
47-30-8
Unauthorized use of another's name in corporate publications--Misdemeanor.
47-30-9
Participation in false report or refusing to make report as misdemeanor.
47-30-10
Director's liability for failure to perform duties--Misdemeanor.
47-30-11
Director deemed to possess knowledge.
47-30-12
Presence of director at meeting as concurrence--Written dissent--Procedure.
47-30-13
Definition of director.
47-30-14
Foreign incorporation no defense.
47-31B-101
Short title.
47-31B-102
Definitions.
47-31B-103
References to federal statutes.
47-31B-104
References to federal agencies.
47-31B-105
Electronic records and signatures.
47-31B-201 Exempt securities.
47-31B-202 Exempt transactions.
47-31B-203 Additional exemptions and waivers.
47-31B-204 Denial, suspension, revocation, condition, or limitation of exemptions.
47-31B-302 Notice filing.
47-31B-303 Securities registration by coordination.
47-31B-304 Securities registration by qualification.
47-31B-305 Securities registration filings.
47-31B-306 Denial, suspension, and revocation of securities registration.
47-31B-307 Waiver and modification.
47-31B-402 Agent registration requirement and exemptions.
47-31B-403 Investment adviser registration and exemptions.
47-31B-404 Investment adviser representative registration requirement and exemptions.
47-31B-405 Federal covered investment adviser notice filing requirement.
47-31B-406 Registration by broker-dealer, agent, investment adviser, and investment adviser representative.
47-31B-407 Succession and change in registration of broker-dealer or investment advisor.
47-31B-408 Termination of employment or association of agent and investment adviser representative--Transfer of employment or association.
47-31B-409 Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative.
47-31B-410 Filing fees.
47-31B-411 Postregistration requirements.
47-31B-412 Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration.
47-31B-501 General fraud.
47-31B-502 Prohibited conduct in providing investment advice.
47-31B-503 Evidentiary burden.
47-31B-504 Filing of sales and advertising literature.
47-31B-505 Misleading filings.
47-31B-506 Misrepresentations concerning registration or exemption.
47-31B-507 Qualified immunity.
47-31B-508 Criminal penalties.
47-31B-509 Civil liability.
47-31B-510 Rescission offers.
47-31B-601 Administration.
47-31B-602 Investigations and subpoenas.
47-31B-603 Civil enforcement.
47-31B-604 Administrative enforcement.
47-31B-605 Rules, forms, orders, interpretive opinions, and hearings.
47-31B-606 Administrative files and opinions.
47-31B-607 Public records--Confidentiality.
47-31B-608 Uniformity and cooperation with other agencies.
47-31B-609 Judicial review.
47-31B-610 Jurisdiction.
47-31B-611 Service of process.
47-31B-612 Severability clause.
47-31B-701, 47-31B-702. Reserved.
47-31B-703 Application of chapter to existing proceeding and existing rights and duties.
47-33-1
Citation of chapter.
47-33-2
Declaration of public policy.
47-33-3
Definition of terms.
47-33-4
Factors considered by board in discharging duties.
47-33-5
Creation of shares--Rights and options.
47-33-6
Right to sue.
47-33-7
Conflicting provisions of law.
47-33-8
Control share acquisition--Voting rights.
47-33-9
Information statement by control share acquisitioner--Controls.
47-33-10
Request for special meeting by acquiring person--Consideration of voting rights.
47-33-11
Notice of special shareholders meeting.
47-33-12
Voting rights of shares acquired in control share acquisition.
47-33-13
Redemption of shares in absence of information statement or negative vote by
shareholders.
47-33-14
Right to demand fair value of voting shares--Notice of right of demand.
47-33-15
Written demand for fair value of shares--Remittance by acquiring person--Court settlement
after sixty days--Court procedure--Costs.
47-33-16
Application of chapter to acquiring person--Application to non-public domestic
corporations.
47-33-17
Business combinations between corporation and interested shareholder.
47-33-18
Required conditions for business combination--Aggregate amount of cash and marked
value--Consideration--Beneficial owners.
47-33-19
Conditions making § 47-33-17 inapplicable--Effect of corporation changes after
acquisition date.
CHAPTER 47-34A
UNIFORM LIMITED LIABILITY COMPANY ACT
ARTICLE I. GENERAL PROVISIONS.
47-34A-101 Definitions.
47-34A-102 47-34A-102. Reserved
47-34A-103 Operating agreement--Scope--Limitations.
47-34A-103.1 Effect of records that conflict with § 47-34A-103 or operating agreement.
47-34A-104 Supplemental principles of law.
47-34A-105 Name.
47-34A-106 Reserved name.
47-34A-107 Registration of name--Procedure.
47-34A-108 47-34A-108 to 47-34A-111. Repealed by SL 2008, ch 275, § 74.
47-34A-112 Nature of business and powers.
47-34A-113 Governing Law.
47-34A-114 Freedom of contract.
ARTICLE II. ORGANIZATION.
47-34A-201 Limited liability company as legal entity.
47-34A-202.1 Organization.
47-34A-202.2 Certificate of organization.
47-34A-203 Articles of organization.
47-34A-204 Amendment or restatement of articles of organization.
47-34A-205 Signing of records.
47-34A-206 Filing in Office of Secretary of State.
47-34A-207 Correcting filed record.
47-34A-208 Certificate of existence or authorization.
47-34A-209 47-34A-209. Reserved
47-34A-210 Failure or refusal to sign record.
47-34A-211 Annual report for secretary of state.
47-34A-212 Fees.
ARTICLE III. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY.
47-34A-301 Agency of members and managers.
47-34A-302 Limited liability company liable for member's or manager's actionable conduct.
47-34A-303 Liability of members and managers.
ARTICLE IV. RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY.
47-34A-401 Becoming a member.
47-34A-401.1 Form of contribution.
47-34A-402 Liability for contributions.
47-34A-403 Member's and manager's rights to payments and reimbursement.
47-34A-404.1 Management of limited liability company.
47-34A-404.2 Classes and voting.
47-34A-405 Sharing of and right to distributions.
47-34A-406 Limitations on distributions.
47-34A-407 Liability for improper distributions.
47-34A-408 Members' and managers' right to information.
47-34A-409 General standards of member's and manager's conduct.
47-34A-410 Actions by members.
47-34A-411 Good faith reliance upon information.
ARTICLE V. TRANSFEREES AND CREDITORS OF MEMBER.
47-34A-501 Member's distributional interest.
47-34A-502 Transfer of distributional interest.
47-34A-503 Rights of a transferee.
47-34A-504 Rights of creditor.
ARTICLE VI. MEMBER'S DISSOCIATION.
47-34A-601 Events causing a member's dissociation.
47-34A-602 Member's power to dissociate; wrongful dissociation.
47-34A-603 Effect of a member's dissociation.
47-34A-604 Dissociated member's power to bind limited liability company.
47-34A-605 State of dissociation.
ARTICLE VII. SERIES LIMITED LIABILITY COMPANIES.
47-34A-701 Series of members, managers, or limited liability company interests permitted.
47-34A-702 Liability of series for debts of limited liability company or other series.
47-34A-703 Name of series.
47-34A-704 Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office.
47-34A-705 Rights, powers, and duties relating to series governed by operating agreement.
47-34A-706 Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.
47-34A-707 Requirements for application for certificate of designation.
ARTICLE VIII. WINDING UP COMPANY'S BUSINESS.
47-34A-801 Events causing dissolution and winding up of company's business.
47-34A-802 Limited liability company continues after dissolution.
47-34A-803 Right to wind up the limited liability company's business.
47-34A-804 Member's or manager's power and liability as agent after dissolution.
47-34A-805 Articles of termination.
47-34A-806 Distribution of assets in winding up the limited liability company's business.
47-34A-807 Known claims against dissolved limited liability company.
47-34A-808 Notice--Other claims against dissolved limited liability company.
47-34A-809 Grounds for administrative dissolution.
47-34A-810 Procedure for and effect of administrative dissolution.
47-34A-811 Reinstatement following administrative dissolution.
47-34A-812 Appeal from denial of reinstatement.
ARTICLE IX. MERGER, CONVERSION, AND DOMESTICATION.
47-34A-901 Definitions.
47-34A-902 Merger.
47-34A-903 Action on plan of merger by constituent limited liability company.
47-34A-904 Filings required for merger--Effective date.
47-34A-905 Effect of merger.
47-34A-906 Conversion.
47-34A-907 Action on plan of conversion by converting limited liability company.
47-34A-908 Filings required for conversion--Effective date.
47-34A-909 Effect of conversion.
47-34A-910 Domestication.
47-34A-911 Action on plan of domestication by domesticating limited liability company.
47-34A-912 Filings required for domestication--Effective date.
47-34A-913 Effect of domestication.
47-34A-914 Restrictions on approval of mergers, conversions, and domestications.
47-34A-915 Article not exclusive.
ARTICLE X. FOREIGN LIMITED LIABILITY COMPANIES.
47-34A-1001 Law governing foreign limited liability companies.
47-34A-1002 Application for certificate of authority.
47-34A-1003 Activities not constituting transacting business.
47-34A-1004 Filing of certificate of authority.
47-34A-1005 Noncomplying name of foreign limited liability company.
47-34A-1006 Revocation of certificate of authority.
47-34A-1007 Cancellation of certificate of authority.
47-34A-1008 Effect of failure to obtain certificate of authority.
47-34A-1009 Action by attorney general.
47-34A-1010 Repealed.
47-34A-1011 Repealed.
47-34A-1012 Repealed.
47-34A-1013 Repealed.
47-34A-1014 Repealed.
47-34A-1015 Repealed.
47-34A-1016 Repealed.
ARTICLE XI. DERIVATIVE ACTIONS.
47-34A-1101 Direct action by member.
47-34A-1102 Derivative action.
47-34A-1103 Proper plaintiff.
47-34A-1104 Pleading.
47-34A-1105 Special litigation committee.
47-34A-1106 Proceeds and expenses.
ARTICLE XII. MISCELLANEOUS PROVISIONS.
47-34A-1201 Uniformity of application and construction.
47-34A-1202 Short title.
47-34A-1203 47-34A-1203, 47-34A-1204. Reserved.
47-34A-1205 Limited liability company--Organization--Effective date.
47-34A-1206 Fees.
47-34A-1206.1 Filing of documents with secretary of state.
47-34A-1207 Savings clause.
