Title 47, CORPORATIONS

(a) Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) Criminal. In a criminal proceeding under this chapter, a person claiming a…

(a) Filing requirement. Except as otherwise provided in subsection (b), a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security o…

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, …

The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the director that a reco…

A broker - dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker - dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation rela…

(a) Criminal penalties. It is a Class 4 felony for any person that willfully violates this chapter, or a rule adopted or order issued under this chapter, except § 47-31B-504 or the notice filing requirements of § 47-31B-302 or 47-31B-405 , or that willfully violates § 47-31B-505 …

(a) Securities Litigation Uniform Standards Act. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. (b) Liability of seller to purchaser. A person is liable to the purchaser if the person sells a security in vi…

A purchaser, seller, or recipient of investment advice may not maintain an action under § 47-31B-509 if: (1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (A) An offer stating the respect in which liability under §…

(a) Administration. This chapter shall be administered by the director. (b) The director shall designate one of the director's employees to administer the provisions of this chapter in the event of the director's absence or disability. (c) This chapter shall be administered under…

(a) Authority to investigate. The director may: (1) Conduct public or private investigations within or outside of this state which the director considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a ru…

(a) Civil action instituted by director. If the director believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or that a perso…

(a) Issuance of an order or notice. If the director determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or that a person h…

(a) Issuance and adoption of forms, orders, and rules. The director may: (1) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rules, including rules and forms governing registration s…

(a) Public register of filings. The director shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker - dealers, agents, investment advisers, and …

(a) Presumption of public records. Except as otherwise provided in subsection (b), records obtained by the director or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and a…

(a) Objective of uniformity. The director shall, in its discretion, cooperate, coordinate, consult, and, subject to § 47-31B-607 , share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the S…

(a) Judicial review of orders. A final order issued by the director under this chapter is subject to judicial review in accordance with chapter 1-26 . (b) Judicial review of rules. A rule adopted under this chapter is subject to judicial review in accordance with chapter 1-26 . S…

(a) Sales and offers to sell. Sections 47-31B-301 , 47-31B-302 , 47-31B-401(a), 47-31B-402(a), 47-31B-403(a), 47-31B-404(a), 47-31B-501 , 47-31B-506 , 47-31B-509 , and 47-31B-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale…

(a) Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the director the person's agent for service of …

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provision…

(a) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on July 1, 2004 or may be instituted on the basis of conduct occurring before July 1, 2004, but a civil action may …

This chapter shall be known and may be cited as the South Dakota Domestic Public Corporation Takeover Act. Source: SL 1990, ch 369 , § 101.

(1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to § 47-33-9 , and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the domestic…

The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy of any amendment to th…

(1) Shares referred to in § 47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual meeting of sharehol…

Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to in § 47-33-8 acquired…

(1) Unless otherwise provided in the articles of the domestic public corporation before the control share acquisition has occurred, in the event control shares acquired in the control share acquisition are accorded voting rights pursuant to § 47-33-12 and the acquiring person ben…

(1) Any shareholder of the domestic public corporation who receives the notice required by § 47-33-14 and who is entitled to and desires to receive fair value for his shares from the acquiring person, may make written demand on the acquiring person for payment of the fair value o…

(1) If a corporation is a domestic public corporation as of the acquiring person's share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation wh…

Except as provided in § 47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than: (1) A business combination approved by th…

A business combination conforming to subsection 47-33-17(2)(a) and subdivision 47-33-17(4) shall also meet all of the following conditions: (1) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per sh…

(1) Section 47-33-17 shall not apply to any business combination of a domestic public corporation: (a) If the articles of the domestic public corporation provide that this article shall not be applicable to the domestic public corporation: (i) By a provision included in the origi…

The Legislature hereby finds and declares the following to be the public policy of this state: (1) This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of sha…

(1) Terms used in this chapter mean: (a) "Acquiring person," a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any written or unwritten agreement, arrangement…

(1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation,…

Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitli…

An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter. Source: SL 1990, ch 369 , § 106.

(1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsiste…

Unless the corporation's articles expressly provide, before the control share acquisition, that §§ 47-33-8 to 47-33-16 , inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person…

Any person who proposes to make or has made a control share acquisition may at the person's election deliver an information statement to the domestic public corporation at the domestic public corporation's principal office. The information statement shall set forth all of the fol…

(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) The internal affairs of the company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the …

(a) A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an …

(a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include: (1) Maintaining, defending, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affai…

Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, pr…

(a) A foreign limited liability company whose name does not comply with § 47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with § 47-34A-105 . A foreign limited liability c…

(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not: (1) Pay, within sixty days after the due date, any fee, tax…