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-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-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-204 Liability for pre-incorporation transactions.
47-1A-205 Organization of corporation.
47-1A-207 Emergency bylaws.
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-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-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-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-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-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-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-1330.3 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-1431.1 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.