Title 47, CORPORATIONS
51 chapters · 1,546 sections in this title.
SDCL § 47-26-1 Procedure for dissolution
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A corporation may dissolve and wind up its affairs in the manner provided by §§ 47-26-2 to 47-26-4 , inclusive. Source: SL 1965, ch 24 , § 47.
SDCL § 47-26-10 Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution
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The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted e…
SDCL § 47-26-11 Cessation of corporate existence--Exceptions
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Upon the issuance of a certificate of dissolution pursuant to § 47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter. Source: SL 1…
SDCL § 47-26-12 Revocation of dissolution action--Procedure
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A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§ 47-26-13 and 47-26-14 . Source: SL 1965, ch 24 , § 50.
SDCL § 47-26-13 Revocation of dissolution resolution--Meeting--Notice of meeting--Two - thirds vote required
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Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members entitled to vote…
SDCL § 47-26-14 Revocation 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 resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Source: SL 1965, ch 24 , § 50…
SDCL § 47-26-15 Effect of adoption of revocation resolution
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Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs. Source: SL 1965, ch 24 , § 50.
SDCL § 47-26-16 Involuntary dissolution by court decree--Action by attorney general--Grounds of action
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The provisions of § 47-24-13.1 notwithstanding, a corporation may be dissolved involuntarily by a decree of the circuit court in an action filed by the attorney general if it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The…
SDCL § 47-26-19 Venue of attorney general's action--Service of process
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Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the circuit court for the county in which the registered office of the corporation is situated, or in the circuit court for Hughes County. Summons shall issue and be…
SDCL § 47-26-2 Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two - thirds vote required
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Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may…
SDCL § 47-26-20 Service by publication--Contents of publication--Newspaper of publication
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If process in an action for the involuntary dissolution of a corporation is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, co…
SDCL § 47-26-21 Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default
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The attorney general may include in one notice published pursuant to § 47-26-20 the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the corporation at its register…
SDCL § 47-26-22 Power of court in liquidation proceedings--Actions by member or director
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Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a member or director when it is made to appear: (1) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporat…
SDCL § 47-26-23 Power of court in liquidation proceedings--Action by creditor
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Courts of equity shall have full power to liquidate the assets and affairs of a corporation in an action by a creditor: (1) When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporatio…
SDCL § 47-26-24 Power of court in liquidation proceedings--Application by corporation
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Courts of equity shall have full power to liquidate the assets and affairs of a corporation upon application by a corporation to have its dissolution continued under the supervision of the court. Source: SL 1965, ch 24 , § 56 (3).
SDCL § 47-26-25 Power of court in liquidation proceedings--Action by attorney general
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Courts of equity shall have full power to liquidate the assets and affairs of a corporation when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. S…
SDCL § 47-26-26 Venue of actions
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Proceedings under §§ 47-26-22 to 47-26-25 , inclusive, shall be brought in the county in which the registered office or the principal office of the corporation is situated. Source: SL 1965, ch 24 , § 56.
SDCL § 47-26-27 Proper parties to action
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It shall not be necessary to make directors or members parties to any action or proceedings under §§ 47-26-22 to 47-26-25 , inclusive, unless relief is sought against them personally. Source: SL 1965, ch 24 , § 56.
SDCL § 47-26-28 Preservation of corporate assets--Injunctions and receivers
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In proceedings to liquidate the assets and affairs of a corporation the court shall have power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as ma…
SDCL § 47-26-29 Appointment of liquidating receiver--Authority of receiver--Order appointing receiver
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After a hearing had upon such notice as the court may direct to be given to all parties to proceedings to liquidate the assets and affairs of a corporation and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with…
SDCL § 47-26-3 Dissolution by board of directors in corporation without members entitled to vote
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Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. Source: SL 1965, c…
SDCL § 47-26-30 Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets
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The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows: (1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, sat…
SDCL § 47-26-31 Expenses of liquidation--Compensation of receiver--Attorneys' fees
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The court in proceedings to liquidate the assets and affairs of a corporation shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the a…
SDCL § 47-26-32 Capacity of receiver to sue and be sued--Jurisdiction of court
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A receiver of a corporation appointed under the provisions of § 47-26-28 or 47-26-29 shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and i…
SDCL § 47-26-33 Qualifications of receiver--Bond
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A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond…
SDCL § 47-26-34 Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs
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In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court…
SDCL § 47-26-35 Discontinuance of liquidation proceedings--Redelivery of assets to corporation
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The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redel…
SDCL § 47-26-36 Decree of involuntary dissolution--Cessation of corporate existence
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In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in acco…
SDCL § 47-26-37 Copy of decree filed with secretary of state--Fee
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In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof. Source: SL 1…
SDCL § 47-26-38 Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment
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Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be reduced to c…
SDCL § 47-26-39 Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy
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The dissolution of a corporation either: (1) By the issuance of a certificate of dissolution by the secretary of state; or (2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or (3) By expiration of its…
SDCL § 47-26-4 Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets
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Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall im…
SDCL § 47-26-40 Dissolution by expiration of period of duration--Extension of period of duration
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If a corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time within two years after the date of such dissolution so as to extend its period of duration. Such amendment shall be considered to be a …
SDCL § 47-26-5 Manner of distribution of assets--Particular assets--Remaining assets
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The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the corporation upon condit…
SDCL § 47-26-6 Plan for distribution of assets--Adoption of plan
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A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28 , inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveya…
SDCL § 47-26-6.1 Notice to attorney general
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At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a…
SDCL § 47-26-7 Membership vote on plan--Meeting--Notice of meeting--Two - thirds vote required
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Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meetin…
SDCL § 47-26-8 Adoption of plan by corporation having no members entitled to vote
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Where there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. Source: SL 1965, ch 24 , § 49 (2).
SDCL § 47-26-9 Articles of dissolution--Time for adoption--Contents
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If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been…