Title 47 — CORPORATIONS

The certificate of conversion to business trust shall state: (1) The date on which and jurisdiction where the other business entity was first formed or organized or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a busines…

Upon the filing in the Office of the Secretary of State of the certificate of conversion to business trust and the certificate of trust or upon the future effective date or time of the certificate of conversion to business trust and the certificate of trust, the other business en…

The conversion of any other business entity into a business trust may not be deemed to affect any obligations or liabilities of the other business entity incurred prior to its conversion to a business trust, or the personal liability of any person incurred prior to such conversio…

When any conversion has become effective under this chapter, for all purposes of the laws of the State of South Dakota, all of the rights, privileges, and powers of the other business entity that has converted, and all property, real, personal, and mixed, and all debts due to suc…

Unless otherwise agreed, or as required under applicable non - South Dakota law, the converting other business entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion may not be deemed to constitute a dissolution of such …

A business trust may sue and be sued, and service of process upon one of the trustees is sufficient. A business trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the perfo…

Prior to filing a certificate of conversion to business trust with the Office of the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement, or other writing, as the case may be, governing the internal affairs of the…

The provisions of this chapter may not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other business entity to the State of South Dakota by any other means provided for in an agreement governing the internal affairs of the other …

In connection with a conversion pursuant to this chapter, rights or securities of, or interests in, the other business entity which is to be converted to a business trust may be exchanged for or converted into cash, property, rights, or securities of, or interests in, such busine…

A business trust may convert to an other business entity formed or organized under the laws of the State of South Dakota, upon the authorization of such conversion in accordance with this section. If the governing instrument specifies the manner of authorizing a conversion of the…

All provisions of this section may be altered from time to time or repealed and all rights of business trusts, trustees, beneficial owners, and other persons are subject to this reservation. Source: SL 2001, ch 245 , § 94.

The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this section. It is the policy of this section to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments. Sourc…

This chapter may be cited as the South Dakota Business Trust Act. Source: SL 2001, ch 245 , § 96.

The laws of the state, territory, possession, or other jurisdiction or country under which a foreign business trust is organized govern its organization and internal affairs and the liability of its beneficial owners and trustees. A foreign business trust may not be denied regist…

If any statement in the application for registration of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign business trust shall promptly file in the Office of the Secreta…

A foreign business trust may cancel its registration by filing with the secretary of state a certificate of cancellation, executed by a trustee or other authorized person, together with a fee as set forth in §

A foreign business trust doing business in the state may not maintain any action, suit, or proceeding in the state until it has registered in the state, and has paid to the state all fees and penalties for the years or parts thereof, during which it did business in the state with…

The failure of a foreign business trust to register in the state does not: (1) Impair the validity of any contract or act of the foreign business trust; (2) Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) Pre…

A beneficial owner or a trustee of a foreign business trust is not liable for the obligations of the foreign business trust solely by reason of the business trust's having done business in the state without registration. Source: SL 2001, ch 245 , § 110.

The circuit court shall have jurisdiction to enjoin any foreign business trust, or any agent thereof, from doing any business in the state if such foreign business trust has failed to register under this section or if such foreign business trust has secured a certificate of the s…

Application of §

Service of legal process upon any foreign business trust shall be made by delivering a copy personally to any trustee of the foreign business trust in the state or the registered agent of the foreign business trust in the state, or by leaving it at the dwelling house or usual pla…

In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by § 47-14B-17 , the process against the foreign business trust may be served upon the secretary of state, and such service shall be as effectual for a…

Any foreign business trust which does business in the state without having registered under this chapter shall be deemed to have thereby appointed and constituted the secretary of state its agent for the acceptance of legal process in any civil action, suit, or proceeding against…

Before doing business in the state, a foreign business trust shall register with the secretary of state. In order to register, a foreign business trust shall submit to the secretary of state: (1) A copy executed by a trustee or other authorized person of an application for regist…

Whenever the words, doing business, the doing of business, or business done in this state, by any such foreign business trust are used in this section, they mean the course or practice of carrying on any business activities in the state. Source: SL 2001, ch 245 , § 116.

In the event of service upon the secretary of state, the secretary of state shall forthwith notify the foreign business trust thereof by letter, certified mail, return receipt requested, directed to the foreign business trust at the address furnished to the secretary of state by …

No document required to be filed under this chapter 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) Upon receipt for filing of an application for regi…

This chapter applies to all business trusts of the type described in this chapter now existing or hereafter created and all such business trusts existing on July 1, 2001, desiring to continue operations must have registered under the provisions of this chapter by filing in the Of…

No person may transact or conduct any business, within this state, under any business trust without first complying with the provisions and requirements of this chapter. A violation of this section is a Class 1 misdemeanor. Source: SL 2001, ch 245 , § 120.

This chapter may be cited as the South Dakota Foreign Business Trust Act. Source: SL 2001, ch 245 , § 121.

No person may be deemed to be doing business in the state solely by reason of being a trustee or a beneficial owner of a foreign business trust. Source: SL 2001, ch 245 , § 99.

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, the secretary of state shall: (1) Certify that the application has been filed in the secretary of state's office by endorsing upon the original application …

A foreign business trust may register with the secretary of state under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) that could be registered by a domestic business trust. However, a foreign business trust may register…

Each foreign business trust shall have and maintain in the state: (1) A registered office which may but need not be a place of its business in the state; and (2) A registered agent for service of process on the foreign business trust, which agent may be either an individual resid…

A registered agent may change the address of the registered office of the foreign business trust for which he or she is registered agent to another address in the state by paying a fee as set forth in § 47-14B-22 and filing with the secretary of state a certificate, executed by s…

The registered agent of one or more foreign business trusts may resign and appoint a successor registered agent by paying a fee as set forth in § 47-14B-22 and filing a certificate with the secretary of state, stating that it resigns and the name and address of the successor regi…

The registered agent of a foreign business trust may resign without appointing a successor registered agent by paying a fee as set forth in § 47-14B-22 and filing a certificate with the secretary of state stating that it resigns as registered agent for the foreign business trust …

Terms used in chapters 47-15 to 47-20 , inclusive, mean: (1) "Articles," articles of incorporation; (2) "Cooperative," a cooperative corporation which is subject to the provisions of chapters 47-15 to 47-20 , inclusive; (3) "Corporation," a corporation which is not a cooperative;…

One copy of the certificate required by § 47-15-9 shall be retained in the records of the cooperative and one copy shall be filed and recorded in the Office of the Secretary of State, who shall issue a certificate of amendment thereon. Source: SDC 1939, § 11.1136 (2) as enacted b…

No amendment to the articles may affect any existing cause of action or proceeding to which the cooperative is a party or existing rights of persons other than members or stockholders. Source: SDC 1939, § 11.1136 (3) as enacted by SL 1965, ch 23 , § 1.

No action may be maintained to invalidate any amendment to the articles or bylaws because of the manner of its adoption unless commenced within two years after its adoption. Source: SDC 1939, § 11.1136 (4) as enacted by SL 1965, ch 23 , § 1; SL 2021, ch 194 , § 1.

Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly fi…

Any corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to chapters 47-15 to 47-20 , inclusive, together with changes in its articles required by said chapters and other desirable changes permitted by sai…

A cooperative may, by action taken in the manner required for an amendment, adopt restated articles which shall state that they supersede existing articles and amendments. Restated articles shall meet all requirements of original articles. Source: SDC 1939, § 11.1137 as enacted b…

Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto. Source: SL 1977, ch 381 , § 1.

Bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board to make and amend specified bylaws. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time …

Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the members present at a meeting, provided that the members voting must be sufficient in number to constitute a quorum as provided in chapter 47-16 or by bylaws. Source: SDC 1939,…

Superseded 47-15-18.1

47-15-19