Title 47, CORPORATIONS

In the governing instrument of the business trust or other writing, a trustee or beneficial owner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the state, or…

Nothing in this chapter limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents. Source: SL 2001, ch 245…

The circuit court has jurisdiction over business trusts to the same extent as it has jurisdiction over common law trusts formed under the laws of the state. Source: SL 2001, ch 245 , § 15.

A partnership (whether general or limited), corporation, or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than the State of South Dakota may not be deemed to be doing business in the …

Except to the extent otherwise provided in the governing instrument of the business trust, a beneficial owner shall have an undivided beneficial interest in the property of the business trust and shall share in the profits and losses of the business trust in the proportion (expre…

No creditor of the beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust. Source: SL 2001, ch 245 , § 18.

A beneficial owner's beneficial interest in the business trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a business trust, a beneficial owner has no interest in specific bus…

A contribution of a beneficial owner to the business trust may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. However, a person may become a beneficial owner of a business trust and may r…

A beneficial owner's beneficial interest in the business trust is freely transferable except to the extent otherwise provided in the governing instrument of the business trust. Source: SL 2001, ch 245 , § 20.

Except to the extent otherwise provided in the governing instrument of a business trust, at the time a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the business tru…

Except to the extent otherwise provided in the governing instrument of the business trust, legal title to the property of the business trust, or any part thereof, may be held in the name of any trustee of the business trust, in its capacity as such, with the same effect as if suc…

No creditor of the trustee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust with respect to any claim against, or obligation of, such trustee in its individual capacity and not related to …

Except to the extent otherwise provided in the governing instrument of a business trust, the business and affairs of a business trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a business trust, any person (in…

A governing instrument may contain any provision relating to the management of the business and affairs of the business trust, and the rights, duties, and obligations of the trustees, beneficial owners, and other persons, which is not contrary to any provision or requirement of t…

To the extent that, at law or in equity, a trustee has duties (including fiduciary duties) and liabilities relating thereto to a business trust or to a beneficial owner: (1) Any such trustee acting under a governing instrument is not liable to the business trust or to any such be…

To the extent that, at law or in equity, an officer, employee, manager, or other person designated pursuant to subdivision 47-14A-25(7) has duties (including fiduciary duties) and liabilities relating thereto to a business trust, a beneficial owner, or a trustee: (1) Any such off…

Unless otherwise provided in the governing instrument of a business trust, on any matter that is to be voted on by the beneficial owners: (1) The beneficial owners may take such action without a meeting, without a prior notice and without a vote if a consent or consents in writin…

Unless otherwise provided in the governing instrument of a business trust, on any matter that is to be voted on by the trustees: (1) The trustees may take such action without a meeting, without a prior notice and without a vote if a consent or consents in writing, setting forth t…

Except as provided in the governing instrument, a beneficial owner is obligated to the business trust to perform any promise to contribute cash, property, or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason. …

Every business trust shall at all times have at least one trustee which, in the case of a natural person, shall be a person who is a resident of this state or which, in all other cases, has its principal place of business in this state. Source: SL 2001, ch 245 , § 30.

Notwithstanding the provisions of § 47-14A-30 , if a business trust is, becomes, or will become prior to or within one hundred eighty days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended (1…

Any business trust maintaining a registered office and registered agent in this state under § 47-14A-30 may change the location of its registered office in this state to any other place in this state, or may change the registered agent to any other person or corporation, by filin…

Service of process upon a registered agent maintained by a business trust pursuant to § 47-14A-31 shall be as effective as if served upon one of the trustees of the business trust pursuant to this chapter. Source: SL 2001, ch 245 , § 33.

A trustee or registered agent of a business trust whose address, as set forth in a certificate of trust pursuant to § 47-14A-43 , has changed may change such address in the certificates of trust for all business trusts for which such trustee or registered agent is appointed, to a…

Except to the extent otherwise provided in the governing instrument of the business trust, a business trust shall have perpetual existence, and a business trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its gover…

Except to the extent otherwise provided in the governing instrument of a business trust, the death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner may not result in the termination or dissolution of a business trust. Source: SL 2001, ch 245 , § 36.

In the event that a business trust does not have perpetual existence, a business trust is dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the governing instrument. Source: SL 2001, ch 245 , § 37.

Upon dissolution of a business trust and until the filing of a certificate of cancellation as provided in § 47-14A-43 , the persons who, under the governing instrument of the business trust, are responsible for winding up the business trust's affairs may, in the name of and for a…

A business trust which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the business trust and all claims and obligations which are known to the business tr…

A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, such failure. Such penalty or consequence may t…

Except to the extent otherwise provided in the governing instrument of the business trust, a series established in accordance with this chapter may be dissolved and its affairs wound up without causing the dissolution of the business trust or any other series thereof. Unless othe…

Upon dissolution of a series of a business trust, the persons who under the governing instrument of the business trust are responsible for winding up such series affairs may, in the name of the business trust and for and on behalf of the business trust and such series, take all a…

Except to the extent otherwise provided in the governing instrument of a business trust or in this section, the laws of this state pertaining to trusts are hereby made applicable to business trusts. However, for purposes of any tax imposed by this state or any instrumentality, ag…

Every business trust shall file a certificate of trust in the Office of the Secretary of State. The certificate of trust shall set forth: (1) The name of the business trust; (2) The name and the business address of at least one of the trustees meeting the requirements of this cha…

A certificate of trust may be amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth: (1) The name of the business trust; (2) The amendment to the certificate; and (3) The future effective date or…

A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to § 47-14A-44…

A certificate of trust shall be cancelled upon the completion of winding up of the business trust and its termination. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth: (1) The name of the business trust; (2) The date of filing of…

Whenever any certificate authorized to be filed with the Office of the Secretary of State under this section has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, such certificate may be corrected by filing wit…

If any certificate filed in accordance with this chapter provides for a future effective date or time and if the transaction is terminated or amended to change the future effective date or time prior to the future effective date or time, the certificate shall be terminated or ame…

Each certificate required by this section to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) A certificate of trust or a certificate of conversion must be signed by all of the trustees; (2) A certificate of amendment, a certificate …

Except to the extent otherwise provided in the governing instrument of the business trust, the beneficial owners are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of th…

Unless otherwise provided in the governing instrument, any person may sign any certificate or amendment thereof or enter into a governing instrument or amendment thereof by any agent, including any attorney - in - fact. An authorization, including a power of attorney, to sign any…

The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the trustee's knowledge and belief, the facts stated therein are true. Source: SL 2001, ch 245 , § 51.

Any certificate authorized to be filed with the Office of the Secretary of State under this section (or any judicial decree of amendment or cancellation) shall be delivered to the Office of the Secretary of State for filing. A person who executes a certificate as an agent or fidu…

Upon the filing of a certificate of trust in the Office of the Secretary of State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment (or judicial …

Any fee set forth in § 47-14A-57 shall be paid at the request of the secretary of state or at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of correction, a corrected certificate, a certificate of termination or amendment, a certifica…