Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-14A-4 Penalties or consequences for failure to make contribution
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A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, such failure. Such penalty or consequence may t…
SDCL § 47-14A-40 Dissolution of series need not cause dissolution of trust--Series dissolution determined by governing instrument--Death or incapacity of beneficial owner need not terminate series
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Except to the extent otherwise provided in the governing instrument of the business trust, a series established in accordance with this chapter may be dissolved and its affairs wound up without causing the dissolution of the business trust or any other series thereof. Unless othe…
SDCL § 47-14A-41 Powers of trust series managers upon dissolution of series--Liability
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Upon dissolution of a series of a business trust, the persons who under the governing instrument of the business trust are responsible for winding up such series affairs may, in the name of the business trust and for and on behalf of the business trust and such series, take all a…
SDCL § 47-14A-42 Laws applicable to business trusts
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Except to the extent otherwise provided in the governing instrument of a business trust or in this section, the laws of this state pertaining to trusts are hereby made applicable to business trusts. However, for purposes of any tax imposed by this state or any instrumentality, ag…
SDCL § 47-14A-43 Certificate of trust to be filed with secretary--Contents--Trust formed upon filing
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Every business trust shall file a certificate of trust in the Office of the Secretary of State. The certificate of trust shall set forth: (1) The name of the business trust; (2) The name and the business address of at least one of the trustees meeting the requirements of this cha…
SDCL § 47-14A-44 Certificate of amendment--Contents--Certificate of trust may be freely amended
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A certificate of trust may be amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment shall set forth: (1) The name of the business trust; (2) The amendment to the certificate; and (3) The future effective date or…
SDCL § 47-14A-45 Restated certificate of trust integrating all amendments--Contents
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A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to § 47-14A-44…
SDCL § 47-14A-46 Certificate of cancellation to be filed upon termination of trust--Contents
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A certificate of trust shall be cancelled upon the completion of winding up of the business trust and its termination. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth: (1) The name of the business trust; (2) The date of filing of…
SDCL § 47-14A-47 Certificate of correction or corrected certificate of trust to be filed to correct defective information--Contents--Effective date
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Whenever any certificate authorized to be filed with the Office of the Secretary of State under this section has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, such certificate may be corrected by filing wit…
SDCL § 47-14A-48 Termination of certificate containing future effective date
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If any certificate filed in accordance with this chapter provides for a future effective date or time and if the transaction is terminated or amended to change the future effective date or time prior to the future effective date or time, the certificate shall be terminated or ame…
SDCL § 47-14A-49 Execution of certificates
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Each certificate required by this section to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) A certificate of trust or a certificate of conversion must be signed by all of the trustees; (2) A certificate of amendment, a certificate …
SDCL § 47-14A-5 Liability of beneficial owners
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Except to the extent otherwise provided in the governing instrument of the business trust, the beneficial owners are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of th…
SDCL § 47-14A-50 Execution by agent--Authorization of agent
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Unless otherwise provided in the governing instrument, any person may sign any certificate or amendment thereof or enter into a governing instrument or amendment thereof by any agent, including any attorney - in - fact. An authorization, including a power of attorney, to sign any…
Section 47-14A-51 is also applicable to foreign business trusts as if they were domestic business trusts
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Source: SL 2001, ch 245 , § 112.
SDCL § 47-14A-52 Certificates to be delivered to secretary's office--Duties of secretary upon receipt of filing
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Any certificate authorized to be filed with the Office of the Secretary of State under this section (or any judicial decree of amendment or cancellation) shall be delivered to the Office of the Secretary of State for filing. A person who executes a certificate as an agent or fidu…
SDCL § 47-14A-53 Certificates effective upon filing or upon effective date contained in certificate
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Upon the filing of a certificate of trust in the Office of the Secretary of State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment (or judicial …
SDCL § 47-14A-54 Fees paid at request of secretary or upon filing of certificate
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Any fee set forth in § 47-14A-57 shall be paid at the request of the secretary of state or at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of correction, a corrected certificate, a certificate of termination or amendment, a certifica…
SDCL § 47-14A-55 Signature may be facsimile or electronically transmitted--Certificate may be electronically transmitted
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Any signature on any certificate authorized to be filed with the secretary of state under any provision of this section may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax, or similar electronic …
SDCL § 47-14A-56 Certificate of trust on file with secretary is notice of business trust
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The fact that a certificate of trust is on file in the Office of the Secretary of State is notice that the entity formed in connection with the filing of the certificate of trust is a business trust formed under the laws of the state and is notice of all other facts set forth the…
SDCL § 47-14A-57 Fees-Documents not effective until fee paid
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No document required to be filed under this section is effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the secretary of state for the use of the state: (1) Application for reservation of name, $50; (2) Appl…
SDCL § 47-14A-58 Name of business trust to be distinguishable from other businesses--Exception
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The name of each business trust as set forth in its certificate of trust shall be such as to distinguish it upon the records of the Office of the Secretary of State from the name of any corporation, limited partnership, business trust, or limited liability company reserved, regis…
SDCL § 47-14A-59 Name of person in name of business trust
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The name of each business trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person. Source: SL 2001, ch 245 , § 59.
SDCL § 47-14A-6 Liability of trustees
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Except to the extent otherwise provided in the governing instrument of a business trust, a trustee, when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust …
SDCL § 47-14A-60 Terms contained in name of business trust
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The name of each business trust, as set forth in its certificate of trust, may contain the following words: company, association, club, foundation, fund, institute, society, union, syndicate, limited or trust (or abbreviations of like import). Source: SL 2001, ch 245 , § 60.
SDCL § 47-14A-61 Reservation of name
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The exclusive right to the use of a name may be reserved by any person intending to form a business trust and to adopt that name or any business trust registered in this state which proposes to change its name. Source: SL 2001, ch 245 , § 61.
SDCL § 47-14A-62 Reservation of name--Application--Duration--Transfer--Cancellation
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The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, together with a duplicate copy, which may either be a signed or conformed copy, specifying the name to be reserved and the name and address of the ap…
SDCL § 47-14A-63 Fees for reservation--When paid
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Any fee set forth in § 47-14A-57 shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation. Source: SL 2001, ch 245 , § 63.
SDCL § 47-14A-64 Merger or consolidation of business trusts
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Pursuant to an agreement of merger or consolidation, a business trust may merge or consolidate with or into one or more business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign co…
SDCL § 47-14A-65 Certificate of merger or consolidation to be filed with secretary--Contents
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If a business trust is merging or consolidating, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the Office of the Secretary of State. The certificate of merger or con…
SDCL § 47-14A-66 Validity of certain mergers not affected by failure to file certificate
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Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which was effective prior to July 1, 2001, does not affect the validity or effectiveness of any such merger or consolidation. Source: SL 2001, ch 245 , § 66.
SDCL § 47-14A-67 Effective date of merger or consolidation
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Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the Office of the…
SDCL § 47-14A-68 Certificate of merger or consolidation as certificate of cancellation
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A certificate of merger or consolidation shall act as a certificate of cancellation for a business trust which is not the surviving or resulting entity in the merger or consolidation. Source: SL 2001, ch 245 , § 68.
SDCL § 47-14A-69 Amendment to or adoption of governing instrument upon merger--Effective date
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Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this chapter may provide that an agreement of merger or consolidation approved in accordance with § 47…
SDCL § 47-14A-7 Liability of officers, employees, and others managing business of trust
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Except to the extent otherwise provided in the governing instrument of a business trust, an officer, employee, manager, or other person acting pursuant to subdivision 47-14A-25(7), when acting in such capacity, is not personally liable to any person other than the business trust …
SDCL § 47-14A-70 Rights, property, and obligations of merging entities vest in resulting entity
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When any merger or consolidation has become effective under this chapter, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, pers…
SDCL § 47-14A-71 Provision for contractual appraisal rights
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A governing instrument or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a beneficial interest or another interest in a business trust shall be available for any class or group of beneficial owners or beneficial interests in …
SDCL § 47-14A-72 Authority of beneficial owner to bring derivative action
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A beneficial owner may bring an action in the circuit court in the right of a business trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succee…
SDCL § 47-14A-73 Qualifications of plaintiff in derivative action
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In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff complains; or (2) Plaintiff's status as a beneficial owner had devolved upon plaintiff by operation of law or pursuan…
SDCL § 47-14A-74 Complaint to specify efforts to secure action by trustees
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In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort. Source: SL 2001, ch 245 , § 74.
SDCL § 47-14A-75 Costs and attorney's fees of successful derivative action
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If a derivative action is successful, in whole or in part, or if anything is received by a business trust as a result of a judgment, compromise, or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anyth…
SDCL § 47-14A-76 Beneficial owner's right to bring derivative action determined by governing instrument
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A beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the business trust, including, without limitation, the requirement that beneficial owners owning a specifi…
SDCL § 47-14A-77 Indemnification of trustee or beneficial owner
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Subject to such standards and restrictions, if any, as are set forth in the governing instrument of a business trust, a business trust may indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. Sourc…
SDCL § 47-14A-78 Absence of indemnity provision in governing instrument not conclusive
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The absence of a provision for indemnity in the governing instrument of a business trust may not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to such person under the laws of this state. Source: SL …
SDCL § 47-14A-79 Power of business trust to acquire interest held by beneficial owner
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Except to the extent otherwise provided in the governing instrument of a business trust, a business trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the business trust held by a beneficial owner of the business trust. Except to the extent other…
SDCL § 47-14A-8 Usury not a defense against beneficial owner's obligation
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No obligation of a beneficial owner or trustee of a business trust to the business trust arising under the governing instrument or a separate agreement in writing, and no note, instrument or other writing evidencing any such obligation of a beneficial owner or trustee, is subject…
SDCL § 47-14A-80 Beneficial owners entitled to obtain certain information
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Except to the extent otherwise provided in the governing instrument of a business trust, each beneficial owner of a business trust has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time an…
SDCL § 47-14A-81 Trustees entitled to examine certain information
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Except to the extent otherwise provided in the governing instrument of a business trust, each trustee may examine all the information described in § 47-14A-80 for any purpose reasonably related to the trustee's position as a trustee. Source: SL 2001, ch 245 , § 81.
SDCL § 47-14A-82 Trustees authorized to keep certain information confidential
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Except to the extent otherwise provided in the governing instrument of a business trust, the trustees of a business trust may keep confidential from the beneficial owners, for such period of time as the trustees deem reasonable, any information that the trustees reasonably believ…
SDCL § 47-14A-83 Records maintained in other than written form--Demand for information to be in writing
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A business trust may maintain its records in other than a written form if such form is capable of conversion into a written form within a reasonable time. Any demand by a beneficial owner or trustee under § 47-14A-80 shall be in writing and shall state the purpose of such demand.…
SDCL § 47-14A-84 Conversion of existing business entity to business trust--Filing requirements
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Any other business entity formed or organized or existing under the laws of the State of South Dakota or any other state or the United States or any foreign country or other foreign jurisdiction may convert to a business trust by complying with § 47-14A-89 and filing in the Offic…