Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-34A-905 Effect of merger
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(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that …
SDCL § 47-34A-906 Conversion
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(a) An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to §§ 47-34A-907 to…
SDCL § 47-34A-907 Action on plan of conversion by converting limited liability company
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(a) Subject to § 47-34A-914 , a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to § 47-34A-914 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivere…
SDCL § 47-34A-908 Filings required for conversion--Effective date
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(a) After a plan of conversion is approved: (1) A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in § 47-34A-205 and must include: (A) A statement that the limited liability company …
SDCL § 47-34A-909 Effect of conversion
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(a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2)…
SDCL § 47-34A-910 Domestication
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(a) A foreign limited liability company may become a limited liability company pursuant to §§ 47-34A-911 to 47-34A-913 , inclusive, and a plan of domestication, if: (1) The foreign limited liability company's governing statute authorizes the domestication; (2) The domestication i…
SDCL § 47-34A-911 Action on plan of domestication by domesticating limited liability company
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(a) A plan of domestication must be consented to: (1) By all the members, subject to § 47-34A-912 , if the domesticating company is a limited liability company; and (2) As provided in the domesticating company's governing statute, if the company is a foreign limited liability com…
SDCL § 47-34A-912 Filings required for domestication--Effective date
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(a) After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include: (1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction; …
SDCL § 47-34A-913 Effect of domestication
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(a) When a domestication takes effect: (1) The domesticated company is for all purposes the company that existed before the domestication; (2) All property owned by the domesticating company remains vested in the domesticated company; (3) All debts, obligations, or other liabilit…
SDCL § 47-34A-914 Restrictions on approval of mergers, conversions, and domestications
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(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective witho…
SDCL § 47-34A-915 Article not exclusive
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The proceedings authorized under §§ 47-34A-901 to 47-34A-914 , inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions. Source: SL 2013, ch 233 , § 29.