Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-25-1 Merger of corporations--Plan of merger--Contents of plan
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Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter. Each corporation shall adopt a plan of merger setting forth: (1) The names of the corporation proposing to merge, and the na…
SDCL § 47-25-10 Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state
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Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its board of directors, by its president or by another of its officers or if the corporation is in the hands of …
SDCL § 47-25-11 Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation
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If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2) File the original in…
SDCL § 47-25-12 Effective date of merger or consolidation
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Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected. Source: SL 1965, ch 24 , § 44.
SDCL § 47-25-13 Formation of single corporation--Surviving corporation
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When a merger or consolidation has been effected pursuant to this chapter, the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surv…
SDCL § 47-25-14 Cessation of previous corporate existence
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When a merger or consolidation has been effected pursuant to this chapter, the separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. Source: SL 1965, ch 24 , § 44 (2).
SDCL § 47-25-15 Rights and duties of surviving corporation
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When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under chapter 47-22 . Source…
SDCL § 47-25-16 Transfer of assets and liabilities to surviving corporation--Title to real estate
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When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consoli…
SDCL § 47-25-17 New corporation as responsible for claims and liabilities--Preexisting rights unimpaired
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When a merger or consolidation has been effected pursuant to this chapter, the surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action …
SDCL § 47-25-18 Merger or consolidation involving foreign corporation
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One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided by §§ 47-25-19 and 47-25-20 , if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. …
SDCL § 47-25-19 Compliance with local law by local corporation--Compliance with foreign law by foreign corporation
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Each domestic corporation merging or consolidating with a foreign corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable p…
SDCL § 47-25-2 Amendment of surviving corporation's articles
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When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger. Source: SL 1965, ch 24 , § 44 …
SDCL § 47-25-20 Compliance with local law by surviving corporation--Submission to service of process locally
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If the surviving or new corporation of a merger or consolidation described in § 47-25-18 , as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of chapter 47-27 with respect to foreign corporations if it is to c…
SDCL § 47-25-21 Effect of merger or consolidation of foreign and domestic corporation
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The effect of a merger or consolidation described in § 47-25-18 shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. Source: SL 1965, ch 24 , § 45.
SDCL § 47-25-22 Surviving corporation as governed by foreign law
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If the surviving or new corporation in a merger or consolidation described in § 47-25-18 is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corpor…
SDCL § 47-25-23 Abandonment of merger or consolidation
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After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, a merger or consolidation described in § 47-25-18 may be abandoned pursuant to provisions …
SDCL § 47-25-24 Transfer of substantially all corporate assets
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A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or person…
SDCL § 47-25-25 Vote upon transfer of corporate assets--Notice of meeting--Contents of notice
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Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and directing that it be submitted to a vote at a meeting of members entitled to …
SDCL § 47-25-26 Authorization of transfer by members--Two - thirds vote required
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At the meeting required by § 47-25-25 the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition described by § 47-25-24 and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the considerat…
SDCL § 47-25-27 Abandonment of transfer plan after vote of members--Rights of third parties
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After authorization by a vote of members pursuant to § 47-25-26 , the board of directors, nevertheless, in its discretion, may abandon a sale, lease, exchange, mortgage, pledge, or other disposition of assets described in § 47-25-24 , subject to the rights of third parties under …
SDCL § 47-25-28 Authorization for transfer in corporation having no members entitled to vote
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Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in…
SDCL § 47-25-3 Consolidation of corporations--Plan of consolidation--Contents of plan
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Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter. Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations proposing to con…
SDCL § 47-25-4 Articles of consolidation as governing new corporation
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When a consolidation has been effected pursuant to this chapter, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under chapter 47-22 shall be deemed to be the …
SDCL § 47-25-5 Adoption of plan of merger or consolidation
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A plan of merger or consolidation shall be adopted in the manner provided by §§ 47-25-6 to 47-25-9 , inclusive. Source: SL 1965, ch 24 , § 42.
SDCL § 47-25-6 Resolution of merger or consolidation--Submission to members--Notice of proposed plan
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Where the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereo…
SDCL § 47-25-7 Two - thirds vote required for approval
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The proposed plan shall be adopted upon receiving at least two - thirds of the votes entitled to be cast by members present or represented by proxy at each meeting pursuant to §
SDCL § 47-25-8 Corporations having no members entitled to vote--Approval by directors
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Where any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office. S…
SDCL § 47-25-9 Abandonment of merger or consolidation plan
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After approval of a plan of merger or consolidation pursuant to § 47-25-7 or 47-25-8 and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merg…