Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-1A-921 Action on a plan of domestication
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In the case of a domestication of a domestic business corporation in a foreign jurisdiction: (1) The plan of domestication must be adopted by the board of directors; (2) After adopting the plan of domestication the board of directors shall submit the plan to the shareholders for …
SDCL § 47-1A-921.1 Articles of domestication--Content
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The articles of domestication shall either contain all of the provisions that § 47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that § 47-1A-202.1 permits to be included in articles of incorporation, or shall have attached articles…
SDCL § 47-1A-921.2 Articles of domestication--Filing and effectiveness
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The articles of domestication shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§ 47-1A-123 and
SDCL § 47-1A-921.3 Certificate of authority to transact business by foreign corporation cancelled upon domestication
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If the foreign corporation is authorized to transact business in this state under §§ 47-1A-1501 to 47-1A-1532 , inclusive, its certificate of authority shall be cancelled automatically on the effective date of its domestication. Source: SL 2005, ch 239 , § 205.
SDCL § 47-1A-922 Articles of domestication--Execution--Content
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After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be executed by any officer or other duly authorized representative. The articles shall set forth: (1) The name of the…
SDCL § 47-1A-922.1 Articles of charter surrender--Filing and effectiveness
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The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§ 47-1A-123 and
SDCL § 47-1A-923 Surrender of charter upon domestication
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Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-920 to 47-1A-925.1 , inclusive, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be execute…
SDCL § 47-1A-924 Effect of domestication
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When a domestication becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) The liabilities of the corporation remain the liabilities of the corporation; …
SDCL § 47-1A-924.1 Effect of domestication of domestic business corporation in foreign jurisdiction
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When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to: (1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareh…
SDCL § 47-1A-924.2 Owner liability of shareholder in domesticated foreign corporation
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The owner liability of a shareholder in a foreign corporation that is domesticated in this state is as follows: (1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effectiv…
SDCL § 47-1A-924.3 Owner liability only for debts arising after effective time of articles of domestication
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A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this state has owner liability only for those debts, obligations, or liabilities of the corporation that arise aft…
SDCL § 47-1A-925 Abandonment of a domestication of domestic business corporation
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Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by §§ 47-1A-920 to 47-1A-925 , inclusive, and at any time before the domestication has become effective, it may be abandoned by the bo…
SDCL § 47-1A-925.1 Abandonment of domestication of foreign business corporation
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If the domestication of a foreign business corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Office of the Secretary of State, a statement that the domestication has been abandon…
SDCL § 47-1A-950 Domestic business corporation to become domestic unincorporated entity
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A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. Source: SL 2005, ch 239 , § 215.
SDCL § 47-1A-950.1 Domestic business corporation to become foreign unincorporated entity
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A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. Source: SL 2005, ch 239 , § 216.
SDCL § 47-1A-950.2 Domestic unincorporated entity to become domestic business corporation
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A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effect…
SDCL § 47-1A-950.3 Foreign unincorporated entity to become domestic business corporation
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A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction. Source: SL 2005, ch 239 , § 218.
SDCL § 47-1A-950.4 Evidence of indebtedness or contract applying to merger containing no reference to entity conversion--Provision application to entity conversion
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If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July 1, 2005, applies to a merger of the corporation and the docume…
SDCL § 47-1A-950.5 SDCL 47-1A-950.5
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Definition of terms applying to §§ 47-1A-950 to
SDCL § 47-1A-951 Plan of entity conversion--Content
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A plan of entity conversion must include: (1) A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization; (2) The terms and conditions of the conversion; (3) The manner and basis of converting t…
SDCL § 47-1A-951.1 Plan of entity conversion--Amendments
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The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change: (1) The amount or kind of shares or other…
SDCL § 47-1A-951.2 Terms of plan of entity conversion dependent on extrinsic facts
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Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive. Source: SL 2005, ch 239 , § 223.
SDCL § 47-1A-952 Action on a plan of entity conversion
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In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by the board of directors; (2) After adopting the plan of entity conversion, the board of directors shall submi…
SDCL § 47-1A-953 Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content
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After the conversion of a domestic business corporation to a domestic unincorporated entity has been adopted and approved as required by this chapter, articles of entity conversion shall be executed on behalf of the corporation by any officer or other duly authorized representati…
SDCL § 47-1A-953.1 Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content
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After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion shall be executed on behalf of the unincorporated entity by any off…
SDCL § 47-1A-953.2 Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content
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After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or oth…
SDCL § 47-1A-953.3 Articles of entity conversion--Filing and effectiveness--Cancellation of certificate of authority
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The articles of entity conversion shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§ 47-1A-123 and
SDCL § 47-1A-954 Surrender of charter upon conversion
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Whenever a domestic business corporation has adopted and approved, in the manner required by §§ 47-1A-950 to 47-1A-956 , inclusive, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be…
SDCL § 47-1A-955 Effect of entity conversion
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When a conversion under §§ 47-1A-950 to 47-1A-956 , inclusive, becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; (2) The liabilities of the co…
SDCL § 47-1A-955.1 Effect of conversion of domestic business to a foreign other entity
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When a conversion of a domestic business corporation to a foreign other entity becomes effective, the surviving entity is deemed to: (1) Appoint the Office of the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exer…
SDCL § 47-1A-955.2 Owner liability only for debts arising after effective time of articles of entity conversion
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Any shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the surviving entity is personally liable only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the artic…
SDCL § 47-1A-955.3 Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation
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The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as follows: (1) The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any such owner liabilit…
SDCL § 47-1A-956 47-1A-951 Plan of entity conversion--Content
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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…
SDCL § 47-1A-957 Cooperative converted to business corporation
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Any cooperative may convert itself into a business corporation by adopting an amendment to its articles by which it elects to become subject to chapter 47-1A , together with changes in its articles required by the chapter and other desirable changes permitted by the chapter. Such…