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47-28-10      Repealed.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.

47-28-1. General powers of secretary of state.

The secretary of state shall have the power and authority reasonably necessary to enable him to administer chapters 47-22 to 47-28, inclusive, efficiently and to perform the duties therein imposed upon him.

Source: SL 1965, ch 24, § 91.

47-28-2. Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice.

If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by chapters 47-22 to 47-28, inclusive, to be approved by the secretary of state before the same shall be filed in his office, he shall, within ten days after the delivery thereof to him give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor.

Source: SL 1965, ch 24, § 92.

47-28-3. Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo.

From disapproval of any articles or document described in § 47-28-2, the person or corporation delivering the same to the secretary of state may appeal to the circuit court for the county in which the registered office of such corporation is, or is proposed to be, situated by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

Source: SL 1965, ch 24, § 92.

47-28-4. Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo.

If the secretary of state shall revoke the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of chapter 47-27, such foreign corporations may, in the manner provided by § 47-28-3, appeal to the circuit court for the county where the registered office of such corporation in this state is situated, by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper.

Source: SL 1965, ch 24, § 92.

47-28-5. Appeal from order of circuit court--Procedure.

Appeals from all final orders and judgments entered by the circuit court under § 47-28-3 or 47-28-4 in review of any ruling or decision of the secretary of state may be taken as in other civil actions.

Source: SL 1965, ch 24, § 92.

47-28-6. Filing fees.

The secretary of state shall charge and collect for:

(1)    Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars;

(2)    Filing articles of amendment and issuing a certificate of amendment, fifteen dollars;

(3)    Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, fifteen dollars;

(4)    Repealed by SL 2008, ch 275, § 72;

(5)    Filing articles of dissolution, five dollars;

(6)    Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, one hundred twenty-five dollars;

(7)    Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars;

(8)    Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, five dollars;

(9)    Filing any other statement or report, including an annual report, of a foreign corporation, ten dollars;

(10)    Filing an annual report of a domestic nonprofit corporation under chapter 47-24, ten dollars;

(11)    Filing a petition for reinstatement and issuing a certificate of reinstatement, thirty dollars; and

(12)    Filing a notice of sale, transfer, or merger, fifteen dollars.

Source: SL 1965, ch 24, § 85; SL 1967, ch 14, § 5; SL 1978, ch 339, § 3; SL 1982, ch 321, § 2; SL 1989, ch 393, § 46; SL 2003, ch 8, § 19; SL 2008, ch 275, § 72; SL 2009, ch 4, § 15.

47-28-7. Fee for service of process.

The secretary of state shall charge and collect, at the time of any service of process on the secretary of state as resident agent of a corporation, thirty dollars, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action.

Source: SL 1965, ch 24, § 86 (2); SL 2003, ch 8, § 20; SL 2009, ch 4, § 16.

47-28-8. Fee for certified copy.

The secretary of state shall charge and collect for furnishing a certified copy of any document, instrument, or paper relating to a corporation, two dollars per page, and fifteen dollars for the certificate and affixing the seal.

Source: SL 1965, ch 24, § 86 (1); SL 1997, ch 141, § 8; SL 2003, ch 8, § 21; SL 2009, ch 4, § 17; SL 2016, ch 2, § 7.

47-28-9. Prima facie effect of certificates of secretary of state--Admissibility.

All certificates issued by the secretary of state in accordance with the provisions of chapters 47-22 to 47-28, inclusive, and all copies of documents filed in his office in accordance with the provisions of said chapters when certified by him, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.

Source: SL 1965, ch 24, § 93.