Title 47, CORPORATIONS

Five members of a cemetery corporation entitled to a vote under the provisions of § 47-29-3 shall constitute a quorum of the corporation to transact business of any kind including the election of officers, adoption, amendment, or repeal of bylaws, or amendment of articles of inco…

Notice of any election of directors or officers of a cemetery corporation, except the original organization election, shall be given by publishing the same in a newspaper published in the county in which the cemetery is located and nearest the vicinity thereof stating the time an…

Each director of a cemetery corporation shall be a member of the cemetery corporation. Source: SDC 1939, § 11.1903; SL 1983, ch 329 , § 2.

When grounds purchased or otherwise acquired for cemetery purposes have been previously used as a burial ground, those who are lot owners at the time of the purchase shall continue to own the same and be members of the corporation with all the privileges the purchase of a corpora…

Whenever an interment is made in any cemetery lot transferred to an individual owner by the corporation, the same thereby becomes forever inalienable while any person is buried therein and descends in regular line of succession to the heirs - at - law of the owner, but any one or…

Any cemetery lot or lots, or parts of lots, transferred to an individual owner by the corporation, or any mausoleum if the charter of the mausoleum corporation has expired, and in which no interment has been made and which for a period of ten years or more remains uncared for and…

Any person: (1) Who signs the name of a fictitious person to a subscription for, or agreement to take stock in a corporation, existing or proposed; or (2) Who procures another to sign such subscription or agreement: (a) Knowing that the other person does not have the means or doe…

Any director of a corporation who intentionally does an act, as director, which is expressly forbidden by law, or intentionally omits to perform a duty expressly imposed upon him as director, by law, the punishment for which act or omission is not otherwise prescribed, is guilty …

Every director of a corporation is deemed to possess such a knowledge of the affairs of his corporation as to enable him to determine whether any act, proceeding, or omission of its directors, is a violation of this chapter. Source: SDC 1939, § 13.4316.

Every director of a corporation, who is present at a meeting of the directors at which any act, proceeding, or omission of such directors in violation of this chapter occurs, is deemed to have concurred therein, unless he at the time causes, or in writing requires, his dissent th…

The term "director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a corporation, by whatever name such persons are described in its charter, or known by law. Source: SDC 1939, § 13.4316.

It is no defense to a prosecution for a violation of the provisions of this chapter that the corporation was one created by the laws of another state, government, or country, if it was one carrying on business, or keeping an officer therefor, within this state. Source: SDC 1939, …

Every officer, agent, or clerk of any corporation, or of any persons proposing to organize a corporation or to increase the capital stock of any corporation, who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to an…

Any officer of a corporation existing under the laws of this state or transacting business here, or any person holding himself out as such an officer, who, knowingly and with intent to defraud any person or the public generally, subscribes, endorses, verifies, or otherwise assent…

Any director, officer, or agent of a corporation, who knowingly receives or possesses property of the corporation, otherwise than in payment of a just demand, and who, with intent to defraud, omits to make or cause to be made a full and true entry thereof in the books or accounts…

Every insolvency of a corporation is deemed fraudulent unless its affairs appear, upon investigation, to have been administered fairly and legally, and generally with the same care and diligence that agents receiving a compensation for their services are bound by law to observe. …

Any director, officer, agent, or member of a corporation, who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to the corporation, or makes or concurs in making any false entry, or omits or concurs in o…

Any officer or agent of a corporation having or keeping an office within this state, who has in his custody or control any book, paper, or document of the corporation, and who refuses to give to a stockholder or member of the corporation, lawfully demanding, during office hours, …

Any person who, without being authorized so to do, subscribes the name of another to, or inserts the name of another in, a prospectus, circular, or other advertisement or announcement of a corporation or joint stock association, existing or intended to be formed, with intent to p…

Except as otherwise specially provided, any director, officer, or agent of a corporation who knowingly concurs in making or publishing a written report, exhibit, or statement of its affairs or pecuniary condition, containing a material statement which is false, or who intentional…

This chapter may be cited as the Uniform Securities Act of 2002. Source: SL 2004, ch 278 , § 1.

In this chapter, unless the context otherwise requires: (1) "Director," the director of insurance; (2) "Agent," an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer …

Securities Act of 1933 (15 U.S.C. § 77a et seq.), Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), Public Utility Holding Company Act of 1935 (15 U.S.C. § 79 et seq.), Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.), Investment Advisers Act of 1940 (15 U.S.C.…

A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department. Source: SL 2004, ch 278 , § 4.

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

The following securities are exempt from the requirements of §§ 47-31B-301 through 47-31B-306 and 47-31B-504 : (1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. 230.131) adopted under the Securities Act of 1933, issued, insure…

The following transactions are exempt from the requirements of §§ 47-31B-301 through 47-31B-306 and 47-31B-504 : (1) An isolated nonissuer transaction, whether effected by or through a broker - dealer or not; (2) A nonissuer transaction by or through a broker - dealer registered,…

A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of §§ 47-31B-301 through 47-31B-306 and 47-31B-504 ; and an orde…

(a) Enforcement related powers. Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under § 47-31B-201(3)(C), (7), o…

It is unlawful for a person to offer or sell a security in this state unless: (1) The security is a federal covered security; (2) The security, transaction, or offer is exempted from registration under §§ 47-31B-201 through 47-31B-203 ; or (3) The security is registered under thi…

(a) Required filing of records. With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(2)), that is not otherwise exempt under §§ 47-31B-201 through 47-31B-203 , a rule adopted or order issued under this chapte…

(a) Registration permitted. A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (b) Required records. A registration statement and accompanying rec…

(a) Registration permitted. A security may be registered by qualification under this section. (b) Required records. A registration statement under this section must contain the information or records specified in § 47-31B-305 , a consent to service of process complying with § 47-…

(a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker - dealer registered under this chapter. (b) Filing fee. A person filing a registration statement shall pay a filing fee as follows: On the first…

(a) Stop orders. The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the director finds that the order is in the public interest and that: (1) The registration statement as of its effective date…

The director may waive or modify, in whole or in part, any or all of the requirements of §§ 47-31B-302 , 47-31B-303 , and 47-31B-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to § 47-31B-305(h). Source: S…

(a) Registration requirement. It is unlawful for a person to transact business in this state as a broker - dealer unless the person is registered under this chapter as a broker - dealer or is exempt from registration as a broker - dealer under subsection (b) or (d). (b) Exemption…

(a) Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b). (b) Exemptions from registration. The …

(a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b). (b) Exem…

(a) Registration requirement. It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment…

(a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered in…

(a) Application for initial registration. A person shall register as a broker - dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with § 47-31B-611 , and paying the fee specified in § 47-…

(a) Succession. A broker - dealer or investment adviser may succeed to the current registration of another broker - dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registr…

(a) Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker - dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment advis…

Withdrawal of registration by a broker - dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this chapte…

(a) Broker - dealers. A person shall pay a fee of one hundred fifty dollars when initially filing an application for registration as a broker - dealer and a fee of one hundred fifty dollars when filing a renewal of registration as a broker - dealer. If the filing results in a den…