Title 47 — CORPORATIONS

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…

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…

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…

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).

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of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…

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…

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.

47-28-11 Interrogatories by secretary of state to determine compliance with statutes. 47-28-12 Answer to interrogatories--Time for answer--Extension of time--Proper party to answer. 47-28-13 Withholding filing of documents pending answer--Certification of certain answers to attor…

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