Title 47, CORPORATIONS

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…

The secretary of state shall have the power and authority reasonably necessary to enable him to administer chapters 47-22 to 47-28 , inclusive, efficiently and to perform the duties therein imposed upon him. Source: SL 1965, ch 24 , § 91.

The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of chapters 47-22 to 47-28 , inclusive, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether…

Interrogatories propounded pursuant to § 47-28-11 shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under …

The secretary of state need not file any document to which interrogatories propounded pursuant to § 47-28-11 relate until such interrogatories be answered as provided in § 47-28-12 , and not then if the answers thereto disclose that such document is not in conformity with the pro…

Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or …

Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is subject to a civil fine in any amount …

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him by the secretary of state in accordance with the provisions of this chapter, or who si…

All reports required by chapters 47-22 to 47-28 , inclusive, to be filed in the Office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the Office of the Secretary of S…

Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may be made by electronic transmission if and to the extent permitted by the Office of Secretary of State. Source: SL 2016, ch 221 , § 3.

Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may specify delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective…

If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by chapters 47-22 to 47-28 , inclusive, to be approved by the secretary of state before the same shall be filed in his o…

From disapproval of any articles or document described in § 47-28-2 , the person or corporation delivering the same to the secretary of state may appeal to the circuit court for the county in which the registered office of such corporation is, or is proposed to be, situated by fi…

If the secretary of state shall revoke the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of chapter 47-27 , such foreign corporations may, in the manner provided by § 47-28-3 , appeal to the circuit court for the …

Appeals from all final orders and judgments entered by the circuit court under § 47-28-3 or 47-28-4 in review of any ruling or decision of the secretary of state may be taken as in other civil actions. Source: SL 1965, ch 24 , § 92.

The secretary of state shall charge and collect fees for: (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars; (2) Filing articles of amendment and issuing a certificate of amendment, fifteen dollars; (3) Filing articles of merger or co…

The secretary of state shall charge and collect, at the time of any service of process on the secretary of state as resident agent of a corporation, thirty dollars, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if…

The secretary of state shall charge and collect for furnishing a certified copy of any document, instrument, or paper relating to a corporation, two dollars per page, and fifteen dollars for the certificate and affixing the seal. Source: SL 1965, ch 24 , § 86 (1); SL 1997, ch 141…

All certificates issued by the secretary of state in accordance with the provisions of chapters 47-22 to 47-28 , inclusive, and all copies of documents filed in his office in accordance with the provisions of said chapters when certified by him, shall be taken and received in all…

Incorporations for the purpose of establishing, operating, or maintaining cemeteries may be formed under the provisions of chapters 47-22 to 47-28 , inclusive, relating to nonprofit corporations so far as applicable and conformable to the powers, duties, limitations, and policy i…

Any nonperpetual care cemetery, including nonperpetual care cemetery organizations excepted from the provisions of chapter 55-12 by § 55-12-1 , shall be subject to the duties imposed and the rights provided by §§ 47-29-8 and 47-29-9 . Source: SDC Supp 1960, § 11.19A11 as enacted …

Every cemetery corporation has power to purchase or take by gift, grant, or devise, or to hold real property not exceeding one hundred sixty acres for the sole use and purpose of a burial ground and to lay out the same into lots, with convenient avenues and walks, and to sell the…

Any cemetery corporation shall also have power to acquire any real property other than real property specified in § 47-29-11 , if such acquirement is by gift, by devise under a will, or by purchase at foreclosure sale of any such real property on which such corporation holds a li…

A cemetery corporation shall cause its land, or such portion thereof as may from time to time become necessary for that purpose, to be surveyed into lots, avenues, and walks, and platted, and the plat of ground as surveyed shall be acknowledged and recorded in the office of the r…

Any cemetery association or cemetery corporation which owns a tract of land which is included within the boundaries of real estate acquired for cemetery purposes, and which lies adjacent to the outer boundaries thereof, and which tract has not been surveyed as required by § 47-29…

If any cemetery association or cemetery corporation owns a tract of land surveyed and platted as required by § 47-29-13 which is included within the boundaries of real estate acquired for cemetery purposes, and which tract lies adjacent to the outer boundaries of such real estate…

Before making any sale or conveyance of the whole or any part of a tract described in § 47-29-15 , the cemetery corporation or association shall file with the circuit court for the county in which such corporation or association maintains a cemetery a petition for confirmation of…

At the hearing required by § 47-29-16 , and after receipt of evidence offered in support of such petition and evidence, if any, offered in opposition thereto, the circuit court shall grant such petition if satisfied that the evidence sustains the same, and if not, such petition s…

Judgment granting a petition filed under § 47-29-16 shall have the effect of vacating any plat or survey theretofore made of such tract, whether or not such plat or survey has been recorded, and the cemetery corporation or association shall thereupon be authorized to cause to be …

Whenever the officers of a cemetery association incorporated under and controlled by the laws of this state find it necessary to extend the boundaries of such cemetery in order to provide for the burial of the dead, they shall first locate and describe clearly the location and ex…

Cemetery corporations may make such provisions in their bylaws for general management and operation of the corporation, elections of directors and officers, removals and filling of vacancies, and corporate meetings as may be permitted by and conformable to the statutes under whic…

A cemetery corporation shall have power to inclose, improve, and embellish its grounds, avenues and walks, and to erect buildings or vaults for its use and to prescribe in its bylaws rules for the sale, inclosure, or ornamentation of lots and for erecting monuments or gravestones…

A cemetery corporation may hold such personal property as the legitimate and necessary purposes of the corporation may require. Source: SDC 1939, § 11.1906; SL 1949, ch 24 ; SL 1955, ch 16 .

A cemetery corporation also has power: (1) To establish a perpetual fund to be used in purchasing and maintaining mowing equipment, hiring maintenance staff, caring for, ornamenting, beautifying, and improving its grounds; (2) To receive donations, devises, and legacies for such …

The proceeds arising from the sale or resale by a cemetery corporation of lots, after deducting expenses of purchasing, inclosing, laying out, and improving the ground and of erecting buildings, shall be exclusively applied, appropriated, and used in protecting, preserving, impro…