Title 47 — CORPORATIONS

(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…

An individual may transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a rule adopted or order issued under this chapter prohibits or limits an individual from acting as an investment adviser r…

(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…

(a) Financial requirements. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h) ) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this chapter may establish minimum financial requirem…

(a) Disciplinary conditions--applicants. If the director finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a broker - de…

It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (1) To employ a device, scheme, or artifice to defraud; (2) To make an untrue statement of a material fact or to omit to state a material fact necessary in order to…

(a) Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or t…

(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…

For the purpose of subparagraph (ii) of this subsection, the residence of each shareholder is the address of the shareholder which appears on the records of the domestic public corporation; (o) "Equity security,": (i) Any share or similar security, any certificate of interest, an…

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…

All shareholders, wherever residing, whose demands have not been settled, shall be made parties to the proceeding. A copy of the petition shall be served on each such shareholder. The jurisdiction of the court shall be plenary and exclusive. (4) The court may appoint one or more …

(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…