Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-14A-1 Definitions
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Terms used in this chapter mean: (1) "Business trust," an unincorporated association which: (a) Is created by a governing instrument under which property is or will be held, managed, administered, controlled, invested, reinvested, or operated, or business or professional activiti…
SDCL § 47-14A-10 Any such association heretofore or hereafter organized shall be a business trust and a separate legal entity
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A business trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, or for any of the purposes referred to in subsection (a) of this subdivision (including, without limitation, for the purpose of holding or otherwise taking title to…
SDCL § 47-14A-11 Service of process--Fee if service made on secretary of state
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Service of process shall be effected by serving the South Dakota trustee or registered agent of such business trust required by § 47-14A-30 (or, if there is none, the secretary of state) with one copy of such process in the manner provided by law for service of writs of summons. …
SDCL § 47-14A-12 Time for responsive pleading
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In any action in which any such trustee has been served with process as provided in this chapter, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed as in other civil actions. Source: SL 2001, ch 245 , § 12.
SDCL § 47-14A-13 Trustee or beneficial owner may consent to jurisdiction
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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…
SDCL § 47-14A-14 Service of process not limited
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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…
SDCL § 47-14A-15 Circuit court jurisdiction over business trusts
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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.
SDCL § 47-14A-16 Doing business in state by reason of being trustee
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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 …
SDCL § 47-14A-17 Beneficial owner to have undivided interest in trust property--Proportionate share in profits and losses
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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…
SDCL § 47-14A-18 Creditors of beneficial owners have no rights in business trust property
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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.
SDCL § 47-14A-19 Beneficial owner's interest in business trust as personal property
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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…
SDCL § 47-14A-2 Beneficial owner's contribution to business trust--Contribution not required
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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…
SDCL § 47-14A-20 Beneficial owner's interest transferable
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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.
SDCL § 47-14A-21 Beneficial owner entitled to distribution becomes creditor of business trust
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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…
SDCL § 47-14A-22 Title to property of business trust may be held by trustee
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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…
SDCL § 47-14A-23 Creditors of trustee have no rights in business trust property
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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 …
SDCL § 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
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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…
SDCL § 47-14A-25 Provisions of governing instrument
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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…
SDCL § 47-14A-26 Trustee acting in reliance on governing instrument not liable to trust or beneficial owner--Duties determined by governing instrument
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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…
SDCL § 47-14A-27 Officer or employer acting in reliance on governing instrument not liable--Duties determined by governing instrument
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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…
SDCL § 47-14A-28 Action by beneficial owners--Notice and meeting not necessary if consent exists--Proxy
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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…
SDCL § 47-14A-29 Action by trustees--Notice and meeting not necessary if consent exists--Proxy
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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…
SDCL § 47-14A-3 Obligation of beneficial owner--Cash value of contribution as option in addition to other remedies
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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. …
SDCL § 47-14A-30 One trustee required to have residence or principal place of business in state
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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.
SDCL § 47-14A-31 Exception to § 47-14A-30 for registered investment companies
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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…
SDCL § 47-14A-32 Change of registered agent or location of office--Amendment to certificate of trust
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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…
SDCL § 47-14A-33 Service of process on registered agent valid
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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.
SDCL § 47-14A-34 Change of name or address of trustee or registered agent--Fee--Certificate
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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…
SDCL § 47-14A-35 Business trust to have perpetual existence--Termination determined by governing instrument
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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…
SDCL § 47-14A-36 Death or incapacity of beneficial owner need not terminate business trust
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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.
SDCL § 47-14A-37 Dissolution of trust determined by governing instrument
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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.
SDCL § 47-14A-38 Powers of trust managers upon dissolution of trust
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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…
SDCL § 47-14A-39 Payment of claims and obligations of trust upon dissolution--Distribution of remaining assets--Liability of persons winding up business
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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…
SDCL § 47-14A-4 Penalties or consequences for failure to make contribution
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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…
SDCL § 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
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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…
SDCL § 47-14A-41 Powers of trust series managers upon dissolution of series--Liability
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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…
SDCL § 47-14A-42 Laws applicable to business trusts
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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…
SDCL § 47-14A-43 Certificate of trust to be filed with secretary--Contents--Trust formed upon filing
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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…
SDCL § 47-14A-44 Certificate of amendment--Contents--Certificate of trust may be freely amended
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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…
SDCL § 47-14A-45 Restated certificate of trust integrating all amendments--Contents
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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…
SDCL § 47-14A-46 Certificate of cancellation to be filed upon termination of trust--Contents
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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…
SDCL § 47-14A-47 Certificate of correction or corrected certificate of trust to be filed to correct defective information--Contents--Effective date
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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…
SDCL § 47-14A-48 Termination of certificate containing future effective date
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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…
SDCL § 47-14A-49 Execution of certificates
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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 …
SDCL § 47-14A-5 Liability of beneficial owners
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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…
SDCL § 47-14A-50 Execution by agent--Authorization of agent
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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…
SDCL § 47-14A-52 Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing
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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…
SDCL § 47-14A-53 Certificates effective upon filing or upon effective date contained in certificate
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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 …
SDCL § 47-14A-54 Fees paid at request of secretary or upon filing of certificate
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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…
SDCL § 47-14A-55 Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted
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Any signature on any certificate authorized to be filed with the secretary of state under any provision of this section may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax, or similar electronic …