Title 47 — CORPORATIONS

Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth: (1) The name of the corporation and the state or country under the laws of which it is…

No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under chapter 47-22 is prohibited from conducting. Source: SL 1965, ch 24 , § 65.

No foreign corporation shall have the right to do or engage in any business in this state until it shall have procured a certificate of authority so to do from the secretary of state. Source: SL 1965, ch 24 , § 65.

No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor …

The failure of a foreign corporation to obtain a certificate of authority to do or engage in any business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding i…

A foreign corporation which does or engages in any business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it did or engaged in any business in this state without a certificate of authority, in an amount…

Any foreign corporation authorized to do or engage in business in this state shall procure an amended certificate of authority if it changes its corporate name or desires to pursue other or additional purposes than those set forth in its application for a certificate of authority…

Any foreign corporation authorized to engage in business in this state, shall file an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusive. Source: SL 1965, ch 24 , § 83; SL 1966, ch 21 ; SL 1967, ch 14 , § 3; SL 1989, ch 393 , § 40; SL 2004, ch 280 , § 10; SL 2008, ch 2…

The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in th…

If a foreign corporation makes a contract with a resident of South Dakota to be performed in whole or in part by either party in South Dakota, or if such foreign corporation commits a tort in whole or in part in South Dakota against a resident of South Dakota, such acts shall be …

If the secretary of state finds that an application delivered to him pursuant to § 47-27-2 conforms to law, when all fees have been paid as prescribed in chapter 47-28 , he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2…

Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an a…

The original application for withdrawal 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 transmitte…

Upon the issuance of a certificate of withdrawal pursuant to § 47-27-33 , the authority of the corporation to conduct affairs in this state shall cease. Source: SL 1965, ch 24 , § 79.

The certificate of authority of a foreign corporation to do or engage in any business in this state may be revoked by the secretary of state upon the conditions prescribed in § 47-27-36 when: (1) The corporation has failed to file its annual report within the time required or has…

No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless: (1) He shall have given the corporation not less than sixty days' notice thereof by mail addressed to its registered office in this state; and (2) The corporation shall fail pr…

Upon revoking any certificate of authority, the secretary of state shall: (1) Issue an original and one exact or conforming copy of a certificate of revocation; (2) File the original in his office; and (3) Mail to the corporation at its registered office in this state a notice of…

Upon the issuance of such certificate of revocation, the authority of the corporation to do or engage in any business in this state shall cease. Source: SL 1965, ch 24 , § 81.

Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such …

A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in …

A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporat…

No certificate of authority shall be issued to a foreign corporation if the corporate name of such corporation shall contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of inco…

No certificate of authority may be issued to any corporation unless its corporate name conforms to the requirements of chapter 47-22 pertaining to names of corporations. Source: SL 1965, ch 24 , § 67 (2); SL 1989, ch 393 , § 37; SL 1992, ch 323 , § 2.

Whenever a foreign corporation which is authorized to conduct affairs in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and it s…