Title 47 — CORPORATIONS

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal o…

47-24-13.2 Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent. 47-24-14 Petition for reinstatement after dissolution of corporate existence--Execution and filing. 47-24-14.1 Denial of reinstatement--Appeal--Court action. 47-24-15…

The secretary of state may commence a proceeding under § 47-24-13.2 to administratively dissolve a corporation if: (1) The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28 , inclusive, or other law; (2) The cor…

If the secretary of state determines that one or more grounds exist under § 47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under § 47-22-48. If the corporation does not correct each ground for dissolution or demons…

If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under § 47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinsta…

If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§ 47-22-9 to 47-22-11 , inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of autho…

If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under § 47-28-6 , together with submission of the reports required under § 47-24-9 , the secretary of state shall endorse the word "filed" on the original and the copy and the …

At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, …

Terms as used in §§ 47-24-19 and 47-24-20 mean: (1) "Nonprofit corporation," as defined in § 47-22-1 ; (2) "Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021. Source: SL 2021, ch 196 , § 1.

An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal…

All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Source: SDC 1939, § 11.0801; SL 1965, ch 24 , § 27.

The provisions in § 47-24-19 do not apply to: (1) Any information required to determine eligibility for or compliance with a state grant or contract; or (2) Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the sta…

Terms used in §§ 47-24-21 to 47-24-26, inclusive, mean: (1) "Personal affiliation information," any list, record, register, registry, roll, roster, or other compilation of data of any kind that directly or indirectly identifies a natural person as a member, supporter, volunteer, …

Any natural person who supports a nonprofit corporation has a right to personal privacy and confidentiality regarding the release of personal affiliation information by a public agency. A public agency may not: (1) Require any natural person or nonprofit corporation to provide th…

A natural person alleging a violation of § 47-24-22 may bring a civil action for appropriate injunctive relief, actual damages, or both. In an action brought under this section, a court may award all or a portion of the costs of litigation, including reasonable attorney fees and …

The provisions of §§ 47-24-21 to 47-24-23 , inclusive, do not apply to: (1) Any report or disclosure required by state law to be filed with the secretary of state; (2) Any official record or minutes required by law to be maintained by a public agency if the personal affiliation i…

Personal affiliation information derived from a donation to a nonprofit corporation that is affiliated with a public agency may be disclosed if the donor has not previously requested anonymity from the nonprofit corporation. Source: SL 2021, ch 197 , § 5.

The provisions of § 47-24-22 do not apply to any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state. Any information obtained shall be confidential, and its disclosure is restricted as provided by law. Source:…

A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. Source: SL 1965, ch 24 , § 28.

A director of a nonprofit corporation shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of the corporation …

A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make distributions upon dissolution or final liquidation as permitted by chapter 4…

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof. Source: SL 1965, ch 24 , § 29.

Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§ 59-11-24 to 59-11-26 , inclusive. Source: SL 1978, ch 339 , § 1; SL 1989, ch 393 , § 14; SL 2004, ch 280 , § 9; SL 2008, ch 275 , § 64. 47-24-7. Repealed by SL 200…

47-24-8

Repealed by SL 2008, ch 275 , § 65. 47-24-13