Title 59 — AGENCY

If a commercial registered agent changes its address without filing a statement of change as required by § 59-11-13 , the secretary of state may cancel the listing of the agent. Such cancellation has the same effect as a termination. Promptly after canceling the listing of an age…

A registered agent may resign at any time with respect to a represented entity by filing with the secretary of state a statement of resignation signed by or on behalf of the agent which states: (1) The name of the entity; (2) The name of the agent; (3) That the agent resigns from…

A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. If an entity that previously filed a registered agent filing with the secretary of state no longer has…

If process, notice, or demand cannot be served on an entity pursuant to § 59-11-16 , service of process may be made by handing a copy to the manager, clerk, or other person in charge of any regular place of business or activity of the entity if the person served is not a plaintif…

Service of process, notice, or demand on a registered agent must be in the form of a written document, except that service may be made on a commercial registered agent in such other forms of a record, and subject to such requirements as the agent has stated from time to time in i…

Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter. Source: SL 2008, ch 275 , § 19.

Terms used in this chapter mean: (1) "Authorized person," any person given written authorization by the entity to submit a document for filing; (2) "Commercial registered agent," an individual or a domestic or foreign entity listed under § 59-11-7 ; (3) "Domestic entity," an enti…

The only duties under this chapter of a registered agent that has complied with this chapter are: (1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent; (2) To provide t…

The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceeding involving the entity. Source: S…

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it. Source: SL 2008, ch 275 , § 22.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize delivery of any of th…

Each filing entity or qualified foreign entity, except a bank organized under § 51A-3-1.1 , a limited partnership organized pursuant to chapter 48-7 , or a series of a limited liability company established under §§ 47-34A-701 to 47-34A-707 , inclusive, shall deliver to the Office…

In addition to filing an annual report pursuant to § 59-11-24 , a filing entity may include in its annual report a statement of voluntary disclosure of other beneficial interests. Source: SL 2015, ch 258 , § 1, eff. Jan. 1, 2016; SL 2023, ch 169 , § 2.

Terms used in § 59-11-24 and this section mean: (1) "Foreign beneficial owner," a foreign government, a natural person who is not a United States citizen, an entity registered outside the United States or its territories, or an entity owned by a foreign government or natural pers…

The first annual report shall be delivered to the Office of the Secretary of State before the first day of the second month of the year following the year in which a filing entity or qualified foreign entity, except a bank organized pursuant to § 51A-3-1.1 and limited partnership…

If an annual report does not contain the information required by § 59-11-24 , the secretary of state shall promptly notify the filing entity or qualified foreign entity in writing and return the report to it for correction. If the report is corrected to contain the information re…

No person may execute an annual report, a statement of change, or an annual farm report knowing it is false in any material respect. Any violation of this section is subject to a civil penalty not to exceed five hundred dollars. Source: SL 2010, ch 246 , § 2.

Any annual report, statement of change, and annual farm report may be submitted by electronic means. Source: SL 2010, ch 246 , § 3.

The secretary of state shall collect the following fees when the following documents are filed pursuant to this chapter: (1) Commercial registered agent listing statement, $100; (2) Commercial registered agent termination statement, $10; (3) Statement of change, $10 per filing en…

The secretary of state shall collect the following fees for copying and certifying a copy of any document filed under this chapter: (1) One dollar a page for copying; and (2) Ten dollars for a certificate. Source: SL 2008, ch 275 , § 4.

Whenever a provision of this chapter other than subdivision 59-11-15(4) requires that a filing state an address, the filing must state: (1) An actual street address or rural route box number in this state; and (2) A mailing address in this state, if different from the address und…

A registered agent filing must state: (1) The name of the represented entity's commercial registered agent; or (2) If the entity does not have a commercial registered agent: (a) The name and address of the entity's noncommercial registered agent; or (b) The title of an office or …

An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the secretary of state a commercial registered agent listing statement signed by or on behalf of the person which states: (1) The name of the individual or the name, ty…

The secretary of state shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the secretary of state for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting t…

A commercial registered agent may terminate its listing as a commercial registered agent by filing with the secretary of state a commercial registered agent termination statement signed by or on behalf of the agent which states: (1) The name of the agent as currently listed under…

Terms used in this chapter mean: (1) "Agent," a person granted authority to act for a principal under a power of attorney, whether denominated an agent, attorney-in-fact, or otherwise. The term includes an original agent, co-agent, successor agent, and a person to whom an agent's…

(1) A principal may designate two or more persons to act as co-agents. If two or more persons are appointed as co-agents, and unless the power of attorney otherwise provides, the concurrence of a majority is required on all acts connected with the power of attorney. This restrict…

An agent is entitled to reimbursement of expenses reasonably incurred on behalf of the principal. An agent is entitled to reasonable compensation for services rendered on behalf of the principal unless the power of attorney otherwise provides. Any compensation shall be reasonable…

Except as otherwise provided in the power of attorney, a person accepts appointment as an agent under a power of attorney by exercising authority or performing duties as an agent or by any other assertion or conduct indicating acceptance. Source: SL 2020, ch 214 , § 12.

(1) Notwithstanding provisions in the power of attorney, an agent that has accepted appointment shall: (a) Act in accordance with the principal's reasonable expectations to the extent actually known by the agent and otherwise in the principal's best interest; (b) Act in good fait…

A provision in a power of attorney relieving an agent of liability for breach of duty is binding on the principal and the principal's successors in interest except to the extent the provision: (1) Relieves the agent of liability for breach of duty committed dishonestly, with an i…

(1) In addition to any petition under chapter 21-65 , the following persons may petition a court to construe a power of attorney or review the agent's conduct, and grant appropriate relief: (a) The principal or the agent; (b) A guardian, conservator, or other fiduciary acting for…

An agent that violates the provisions of this chapter is liable to the principal or the principal's successors in interest for the amount required to: (1) Restore the value of the principal's property to its value had the violation not occurred; and (2) Reimburse the principal or…

Unless otherwise provided in the power of attorney, an agent may resign by giving notice to the principal and, if the principal is incapacitated, to the guardian, if any, and any co-agent or successor agent, or to: (1) The principal's caregiver; or (2) If there is no principal ca…

(1) For purposes of this section and § 52-12-19, the term, South Dakota compliant, means a power of attorney signed by the principal and substantially in the form provided in § 59-12-41 and acknowledged before a notary public or other individual authorized to take acknowledgement…

(1) A person shall accept a South Dakota compliant power of attorney or request a certification, a translation, or an opinion of counsel under subdivision 59-12-18 (4) no later than ten business days after presentation of the power of attorney for acceptance. If a person requests…

This chapter applies to all powers of attorney other than: (1) A power to the extent it is coupled with an interest in the subject of the power, including a power given to or for the benefit of a creditor in connection with a credit transaction; (2) A power to make health care de…

Unless otherwise required under this chapter, the principles of law and equity apply to the provisions of this chapter. Source: SL 2020, ch 214 , § 20.

Nothing in this chapter may be interpreted to amend or supersede any other law applicable to financial institutions or other entities. Source: SL 2020, ch 214 , § 21.

The remedies under this chapter are not exclusive and do not abrogate any right or remedy under the laws of this state. Source: SL 2020, ch 214 , § 22.

(1) An agent under a power of attorney may do the following on behalf of the principal or with the principal's property only if the power of attorney expressly grants the agent the authority and exercise of the authority is not otherwise prohibited by another agreement or instrum…

(1) An agent has authority described in this chapter if the power of attorney refers to general authority with respect to the descriptive term for the subjects stated in §§ 59-12-26 through 59-12-39 or cites the section in which the authority is described. (2) A reference in a po…

Except as otherwise provided in the power of attorney, by executing a power of attorney that incorporates by reference a subject described in §§ 59-12-26 through 59-12-39 or that grants to an agent authority to do all acts that a principal could do pursuant to subdivision 59-12-2…

Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to real property authorizes the agent to: (1) Demand, buy, lease, receive, accept as a gift or as security for an extension of credit, or otherwise acquire or …

Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to tangible personal property authorizes the agent to: (1) Demand, buy, receive, accept as a gift or as security for an extension of credit, or otherwise acqui…

Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to stocks and bonds authorizes the agent to: (1) Buy, sell, and exchange stocks and bonds; (2) Establish, continue, modify, or terminate an account with respec…

Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to commodities and options authorizes the agent to: (1) Buy, sell, exchange, assign, settle, and exercise commodity futures contracts and call or put options o…

If a principal designates another as the principal’s agent by a written power of attorney which contains the words "This power of attorney shall not be affected by disability of the principal," or "This power of attorney shall become effective upon the disability of the principal…

Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to banks and other financial institutions authorizes the agent to: (1) Continue, modify, and terminate an account or other banking arrangement made by or on be…

Subject to the terms of the governing instrument of an entity or an entity ownership interest, and unless the power of attorney otherwise provides, language in a power of attorney granting general authority regarding operation of an entity or business authorizes the agent to: (1)…