Title 47 - CORPORATIONS
- Chapter 01 - General Supervision Of Corporations [Repealed]
- Chapter 01A - South Dakota Business Corporation Act
- Section 47-1A-1001 - Authority to amend.
- Section 47-1A-1002 - Amendment before issuance of shares.
- Section 47-1A-1003 - Amendment by board of directors and shareholders.
- Section 47-1A-1004 - Voting on amendments by voting groups.
- Section 47-1A-1005 - Amendment by board of directors.
- Section 47-1A-1006 - Articles of amendment.
- Section 47-1A-1007 - Restated articles of incorporation--Adoption.
- Section 47-1A-1007.1 - Restated articles of incorporation--Delivery to Office of Secretary of State.
- Section 47-1A-1007.2 - Restated articles of incorporation--Certification as articles currently ineffect.
- Section 47-1A-1008 - Amendment pursuant to reorganization.
- Section 47-1A-1009 - Effect of amendment.
- Section 47-1A-101 - Short title.
- Section 47-1A-1020 - Amendment by board of directors or shareholders.
- Section 47-1A-1021 - Bylaw increasing quorum or voting requirement for directors.
- Section 47-1A-1101 - Definitions.
- Section 47-1A-1102 - Merger allowed generally.
- Section 47-1A-1102.1 - Foreign business corporation or foreign eligible entities allowed to partiesto merger.
- Section 47-1A-1102.2 - Procedures for approval of merger if not in organic law of entity.
- Section 47-1A-1102.3 - Plan of merger--Required content.
- Section 47-1A-1102.4 - Plan of merger--Amendment.
- Section 47-1A-1102.5 - Property held in trust or for charitable purposes--Disposition by court order.
- Section 47-1A-1103 - Share exchange generally.
- Section 47-1A-1103.1 - Foreign corporation or eligible party allowed to be party to share exchange.
- Section 47-1A-1103.2 - Procedures for approval of share exchange if not in organic law of entity.
- Section 47-1A-1103.3 - Plan of share exchange--Required content.
- Section 47-1A-1103.4 - Plan of share exchange--Amendments.
- Section 47-1A-1103.5 - Acquisition of shares in transactions other than share exchange.
- Section 47-1A-1105.1 - Parent corporation notice to subsidiary shareholders of merger effectiveness.
- Section 47-1A-1105.2 - Provisions applicable to merger between parent and subsidiary.
- Section 47-1A-1106 - Articles of merger or share exchange.
- Section 47-1A-1107 - Effect of merger or share exchange.
- Section 47-1A-1107.1 - Rights of shares of domestic corporation exchanged.
- Section 47-1A-1107.2 - Owner liability only as in organic law and for debts arising after effectivetime of articles of merger or share exchange.
- Section 47-1A-1107.3 - Effect of merger on surviving foreign corporation or foreign eligible entity.
- Section 47-1A-1107.4 - Effect of merger or share exchange on owner liability of person who hadowner liability for obligations of party to merger or share exchange.
- Section 47-1A-1108 - Abandonment of a merger or share exchange.
- Section 47-1A-120 - Requirements for documents.
- Section 47-1A-120.1 - Terms of plan or filed document dependent on extrinsic facts--Applicableprovisions.
- Section 47-1A-120.2 - Provision of filed document dependent on extrinsic fact but fact notascertainable by reference or shareholders not noticed of fact--Article ofamendment.
- Section 47-1A-120.3 - Dependency on extrinsic facts prohibited for specified provisions of plan orfiled document.
- Section 47-1A-1201 - Disposition of assets not requiring shareholder approval.
- Section 47-1A-1202 - Shareholder approval of certain dispositions.
- Section 47-1A-1202.1 - Resolution authorizing disposition--Recommendation and submission ofresolution to shareholders--Conditions.
- Section 47-1A-1202.2 - Meeting of shareholders to consider disposition--Notice.
- Section 47-1A-1202.3 - Votes required for approval of disposition.
- Section 47-1A-1202.4 - Abandonment of disposition.
- Section 47-1A-1202.5 - Provisions not governing disposition of assets in course of dissolution.
- Section 47-1A-1202.6 - Assets of direct or indirect consolidated subsidiary considered assets ofparent corporation.
- Section 47-1A-121 - Forms.
- Section 47-1A-122 - Fees for filing and service.
- Section 47-1A-122.1 - Copying and certification fees.
- Section 47-1A-123 - Effective time and date of document--Exceptions.
- Section 47-1A-123.1 - Delayed effective time and date of document.
- Section 47-1A-124 - Correction filed document--Circumstances when allowed.
- Section 47-1A-124.1 - Correction of filed document--Procedure.
- Section 47-1A-124.2 - Articles of correction--Effective date.
- Section 47-1A-125 - Filing duty of Office of Secretary of State.
- Section 47-1A-126 - Appeal from Office of Secretary of State's refusal to file document.
- Section 47-1A-127 - Evidentiary effect of copy of filed document.
- Section 47-1A-128 - Certificate of existence.
- Section 47-1A-129 - Penalty for signing false document.
- Section 47-1A-1301 - Definitions.
- Section 47-1A-1302 - Right to appraisal.
- Section 47-1A-1302.1 - Limitations on availability of appraisal rights.
- Section 47-1A-1302.2 - Limits on or elimination of appraisal rights for preferred shares by articlesof incorporation--Application.
- Section 47-1A-1302.3 - Challenge of specified completed corporate actions--Limitation.
- Section 47-1A-1303 - Assertion of appraisal rights by record shareholders for part of shares inname.
- Section 47-1A-1303.1 - Assertion of appraisal rights of beneficial shareholder.
- Section 47-1A-1320 - Notice of appraisal rights.
- Section 47-1A-1321 - Notice of intent to demand payment.
- Section 47-1A-1322 - Appraisal notice and form--Delivery to shareholders.
- Section 47-1A-1322.1 - Appraisal notice and form--Time limits and content.
- Section 47-1A-1323 - Perfection of rights--Right to withdraw.
- Section 47-1A-1323.1 - Subsequent withdrawal from appraisal process.
- Section 47-1A-1323.2 - Loss of payment upon failure to return form and deposit share certificates.
- Section 47-1A-1324 - Payment for shares.
- Section 47-1A-1325 - Withholding of payment for after-acquired shares.
- Section 47-1A-1325.1 - Notice required upon withholding of payment for after-acquired shares.
- Section 47-1A-1325.2 - Payment for shares upon shareholder acceptance of offer in notice.
- Section 47-1A-1325.3 - Payment for shares of amount offered in notice to specified shareholders.
- Section 47-1A-1326 - Procedure if shareholder dissatisfied with payment or offer.
- Section 47-1A-1330.2 - Parties--Service.
- Section 47-1A-1330.3 - Jurisdiction--Appraisers--Discovery--Jury trial.
- Section 47-1A-1330.4 - Judgment amount.
- Section 47-1A-1331 - Court costs.
- Section 47-1A-1331.1 - Counsel and expert fees and expenses.
- Section 47-1A-1331.2 - Counsel fees to be paid by benefited shareholders.
- Section 47-1A-140 - Chapter definitions.
- Section 47-1A-1401 - Dissolution by incorporators or initial directors.
- Section 47-1A-1402 - Proposal to dissolve by board of directors--Requirements for adoption.
- Section 47-1A-1402.1 - Conditions for submission of proposal for dissolution.
- Section 47-1A-1402.2 - Meeting of shareholders to consider dissolving corporation--Notice.
- Section 47-1A-1402.3 - Votes required for adoption of proposal to dissolve.
- Section 47-1A-1403 - Articles of dissolution--Content--Filing--Effective date.
- Section 47-1A-1403.1 - Dissolved corporation defined.
- Section 47-1A-1404 - Revocation of dissolution.
- Section 47-1A-1405 - Effect of dissolution.
- Section 47-1A-1405.1 - Limitations on effect of dissolution.
- Section 47-1A-1406 - Known claims against dissolved corporation.
- Section 47-1A-1406.1 - Bar on known claims against dissolved corporation.
- Section 47-1A-1406.2 - Claim exclusions.
- Section 47-1A-1407 - Other claims against dissolved corporation--Publication of notice ofdissolution.
- Section 47-1A-1407.1 - Time for bringing action to enforce claim against dissolved corporation afternotice publication.
- Section 47-1A-1407.2 - Enforcement of claims against dissolved corporations.
- Section 47-1A-1408 - Court proceedings for determination of amount and form of security forcontingent, unknown, or future claims.
- Section 47-1A-1408.1 - Court-ordered security satisfaction for contingent, unknown, or futureclaims.
- Section 47-1A-1409 - Director duties.
- Section 47-1A-141 - Type of notice--Written or oral.
- Section 47-1A-141.1 - Method of notice.
- Section 47-1A-141.2 - Effective date of written notice by domestic or foreign corporation toshareholder.
- Section 47-1A-141.3 - Address of written notice.
- Section 47-1A-141.4 - Effective date of written notice--Exception.
- Section 47-1A-141.5 - Notice requirements governing particular circumstances.
- Section 47-1A-142 - Number of shareholders.
- Section 47-1A-1420 - Grounds for administrative dissolution.
- Section 47-1A-1421 - Procedure for and effect of administrative dissolution.
- Section 47-1A-1422 - Reinstatement following administrative dissolution.
- Section 47-1A-1423 - Appeal from denial of reinstatement.
- Section 47-1A-1430 - Grounds for judicial dissolution.
- Section 47-1A-1431 - Venue.
- Section 47-1A-1431.1 - Shareholders as parties.
- Section 47-1A-1431.2 - Authority of court until full hearing held.
- Section 47-1A-1431.3 - Shareholder right to avoid dissolution by purchase of petitioner shares--Notice.
- Section 47-1A-1432 - Receivership or custodianship.
- Section 47-1A-1433 - Decree of dissolution.
- Section 47-1A-1434 - Election to purchase in lieu of dissolution.
- Section 47-1A-1434.1 - Filing deadline for election to purchase--Notice of right to participate inelection--Participation.
- Section 47-1A-1434.4 - Order directing purchase of shares--Terms and conditions--Fees andexpenses.
- Section 47-1A-1434.5 - Dismissal of petition to dissolve corporation.
- Section 47-1A-1434.6 - Time to ordered purchase--Intent of corporation to adopt articles ofdissolution--Dissolution--Fees and expenses--Claims.
- Section 47-1A-1434.7 - Provisions applicable to payment by corporation pursuant to order topurchase shares.
- Section 47-1A-1440 - Deposit with state treasurer.
- Section 47-1A-1501 - Authority to transact business required.
- Section 47-1A-1502 - Consequences of transacting business without authority.
- Section 47-1A-1502.1 - Stay of proceeding until necessity for certificate of authority is determinedand obtained.
- Section 47-1A-1502.2 - Penalties for transacting business without certificate of authority--Collection.
- Section 47-1A-1503 - Application for certificate of authority.
- Section 47-1A-1504 - Amended certificate of authority.
- Section 47-1A-1505 - Effect of certificate of authority.
- Section 47-1A-1506 - Corporate name of foreign corporation--Use of particular words--Fictitiousname.
- Section 47-1A-1506.1 - Corporate name--Distinguishable from specified names.
- Section 47-1A-1506.2 - Corporate name--Application to use name not distinguishable from specifiednames--Authorization.
- Section 47-1A-1506.3 - Corporate name--Use of name upon merger, reorganization, or acquisitionof assets.
- Section 47-1A-1506.4 - Corporation prohibited from transacting business in state upon change tounauthorized name--Amended certificate of authority.
- Section 47-1A-1520 - Withdrawal of foreign corporation.
- Section 47-1A-1521 - Automatic withdrawal upon certain conversions.
- Section 47-1A-1522 - Withdrawal upon conversion to a nonfiling entity.
- Section 47-1A-1523 - Transfer of authority.
- Section 47-1A-1530 - Grounds for revocation.
- Section 47-1A-1531 - Procedure for and effect of revocation.
- Section 47-1A-1531.1 - Revocation appoints Office of Secretary of State agent for service of processfor corporation--Registered agent.
- Section 47-1A-1532 - Appeal from revocation.
- Section 47-1A-1601 - Corporate records--Requirements.
- Section 47-1A-1601.1 - Corporate records--Copies at principal office.
- Section 47-1A-1602 - Shareholder right to inspect and copy records specified in § 47-1A-1601.1.
- Section 47-1A-1602.3 - Abolition or limitation of right of inspection prohibited--Application.
- Section 47-1A-1603 - Scope of inspection right.
- Section 47-1A-1604 - Court-ordered inspection of records specified in § 47-1A-1602.
- Section 47-1A-1604.1 - Court-ordered inspection of other records.
- Section 47-1A-1604.2 - Court-ordered inspection--Order to pays costs--Restrictions on use ordistribution of records.
- Section 47-1A-1605 - Inspection of records by directors.
- Section 47-1A-1605.1 - Court-ordered inspection of records upon application of director.
- Section 47-1A-1605.2 - Court-ordered inspection for director--Limitations--Costs.
- Section 47-1A-1606 - Exception to notice requirement.
- Section 47-1A-1620 - Financial statements for shareholders.
- Section 47-1A-1701 - Application to existing domestic corporations.
- Section 47-1A-1702 - Application to qualified foreign corporations.
- Section 47-1A-1703 - Saving provisions.
- Section 47-1A-201 - Incorporators.
- Section 47-1A-202 - Articles of incorporation--Required provisions.
- Section 47-1A-202.1 - Articles of incorporation--Optional provisions.
- Section 47-1A-202.2 - Articles of incorporation--Corporate powers.
- Section 47-1A-202.3 - Articles of incorporation--Extrinsic facts.
- Section 47-1A-203 - Incorporation.
- Section 47-1A-204 - Liability for pre-incorporation transactions.
- Section 47-1A-205 - Organization of corporation.
- Section 47-1A-206 - Bylaws.
- Section 47-1A-207 - Emergency bylaws.PART 3. PURPOSES AND POWERS
- Section 47-1A-301 - Purposes.
- Section 47-1A-302 - General powers.
- Section 47-1A-303 - Emergency powers.
- Section 47-1A-304 - Ultra vires.
- Section 47-1A-401 - Corporate name--Use of particular words--Purpose.
- Section 47-1A-401.1 - Corporate name--Distinguishable from specified names--Exceptions.
- Section 47-1A-401.2 - Corporate name--Application to use name not distinguishable from specifiednames--Authorization.
- Section 47-1A-401.3 - Corporate name--Use of name upon merger, reorganization, or acquisitionof assets.
- Section 47-1A-402 - Reserved name.
- Section 47-1A-403 - Foreign corporation--Registration of corporate name.
- Section 47-1A-403.1 - Foreign corporation--Renewal of registration of corporate name.
- Section 47-1A-403.2 - Foreign corporation--Qualification under registered name--Use of name byanother--Termination.
- Section 47-1A-601 - Authorized shares in articles of incorporation--Class or series--Terms.
- Section 47-1A-601.1 - Classes or series of shares articles of incorporation required to authorize.
- Section 47-1A-601.2 - Classes or series of shares articles of incorporation may authorize.
- Section 47-1A-602 - Classification or reclassification of unissued shares determined by board ofdirectors.
- Section 47-1A-602.1 - Terms of class or series determined by board of directors.
- Section 47-1A-603 - Issuance of shares--Outstanding until reacquired, redeemed, converted, orcancelled.
- Section 47-1A-603.1 - Outstanding shares--Shares with unlimited voting rights and entitled toreceipt of net assets upon dissolution required.
- Section 47-1A-604 - Fractional shares--Scrip.
- Section 47-1A-604.1 - Scrip--Label on certificate--Information.
- Section 47-1A-604.2 - Rights of holder of fractional share--Scrip.
- Section 47-1A-604.3 - Issuance of script--Authorization by board of directors--Conditions.
- Section 47-1A-620 - Subscription for shares before incorporation.
- Section 47-1A-621 - Issuance of shares by board of directors--Powers reserved to shareholders.
- Section 47-1A-621.1 - Issuance of shares requiring approval of shareholders.
- Section 47-1A-622 - Liability of shareholders.
- Section 47-1A-623 - Share dividends.
- Section 47-1A-624 - Share options.
- Section 47-1A-625 - Form and content of certificates generally.
- Section 47-1A-625.1 - Certificate requirements when corporation authorized to issue differentclasses of shares or different series within a class.
- Section 47-1A-625.2 - Signatures on certificate--Seal.
- Section 47-1A-626 - Shares without certificates.
- Section 47-1A-627 - Restriction on transfer of shares or registration of transfer of shares inarticles, bylaws, or agreements--Effect on shares.
- Section 47-1A-627.1 - Purposes for which restriction on transfer of shares and registration oftransfer of shares authorized--Validity and enforceability of restriction.
- Section 47-1A-627.2 - Terms of restriction on transfer or registration of transfer of shares.
- Section 47-1A-628 - Expense of issue.
- Section 47-1A-630 - Shareholders' preemptive rights.
- Section 47-1A-631 - Corporation's acquisition of its own shares.
- Section 47-1A-640 - Distributions to shareholders authorized--Distribution entitlement date.
- Section 47-1A-640.1 - Distribution to shareholders prohibited if certain financial conditions result.
- Section 47-1A-640.2 - Factors used to measure effect of distribution.
- Section 47-1A-640.3 - Indebtedness to shareholder by reason of distribution at parity withindebtedness to general unsecured creditor.
- Section 47-1A-640.4 - Indebtedness of corporation for purposes of determinations under § 47-1A-640.1.
- Section 47-1A-640.5 - Application of provisions in §§ 47-1A-640 to 47-1A-640.4.
- Section 47-1A-701 - Annual meeting.
- Section 47-1A-702 - Special meeting.
- Section 47-1A-703 - Court-ordered meeting.
- Section 47-1A-704 - Action without meeting.
- Section 47-1A-704.1 - Notice to nonvoting shareholders of action to be taken by unanimousconsent of voting shareholders.
- Section 47-1A-705 - Notice of meeting.
- Section 47-1A-706 - Waiver of notice.
- Section 47-1A-707 - Record date.
- Section 47-1A-708 - Conduct of the meeting.
- Section 47-1A-720 - Shareholders' list for meeting.
- Section 47-1A-721 - Voting entitlement of shares.
- Section 47-1A-721.1 - Limitation on voting entitlement of shares when owned by a secondcorporation--Shares held in fiduciary capacity.
- Section 47-1A-721.2 - Voting entitlement of redeemable shares.
- Section 47-1A-722 - Voting shares in person or by proxy--Appointment of proxy.
- Section 47-1A-722.1 - Effective date and duration of appointment of proxy.
- Section 47-1A-722.2 - Appointment of proxy revocable--Exception.
- Section 47-1A-722.3 - Death or incapacity of shareholder appointing proxy.
- Section 47-1A-722.4 - Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.
- Section 47-1A-722.5 - Acceptance of proxy's vote or other action--Limitations.
- Section 47-1A-723 - Shares held by nominees.
- Section 47-1A-724 - Corporation's acceptance of votes.
- Section 47-1A-724.1 - Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.
- Section 47-1A-725 - Quorum and voting requirements for voting groups.
- Section 47-1A-726 - Action by single and multiple voting groups.
- Section 47-1A-727 - Greater quorum or voting requirements.
- Section 47-1A-728 - Cumulative voting for directors.
- Section 47-1A-729 - Inspectors of election.SUBPART C. VOTING TRUSTS AND AGREEMENTS.
- Section 47-1A-730 - Voting trusts--Creation--Effective date and duration.
- Section 47-1A-730.1 - Extension of voting trust for additional terms--Agreement.
- Section 47-1A-731 - Voting agreements.
- Section 47-1A-732 - Shareholder agreements--Effectiveness.
- Section 47-1A-732.1 - Form, approval, amendment, and term of shareholder agreements.
- Section 47-1A-732.2 - Existence of agreement to be noted on certificate--Right of rescission onpurchase of shares without notice of agreement.
- Section 47-1A-732.3 - Limitations on effectiveness of agreement--Amendment to articles ofincorporation or bylaws.
- Section 47-1A-732.4 - Liability of directors limited to extent discretion or powers limited byagreement.
- Section 47-1A-732.5 - Agreement not grounds for imposition of personal liability on shareholderfor acts or debts of corporation.
- Section 47-1A-732.6 - Incorporators or subscribers for shares to act as shareholders with respect toagreement.
- Section 47-1A-740 - Subpart definitions.
- Section 47-1A-741 - Standing.
- Section 47-1A-742 - Demand.
- Section 47-1A-743 - Stay of proceedings.
- Section 47-1A-744 - Dismissal upon determination that maintenance of proceeding not in bestinterests of corporation.
- Section 47-1A-744.1 - Groups authorized to make determination that maintenance of proceedingnot in best interest of corporation.
- Section 47-1A-744.2 - Factors not pertinent to determining independence of directors.
- Section 47-1A-744.3 - Proceeding commenced after rejection of shareholder demand--Complaintrequirements.
- Section 47-1A-744.4 - Burden of proof dependent on whether or not board consists of independentdirectors.
- Section 47-1A-744.5 - Appointment of panel to make determination--Burden of proof.
- Section 47-1A-745 - Discontinuance or settlement.
- Section 47-1A-746 - Payment of expenses.
- Section 47-1A-747 - Applicability to foreign corporations.
- Section 47-1A-801 - Requirement for and duties of board of directors.
- Section 47-1A-802 - Qualifications of directors.
- Section 47-1A-803 - Number and election of directors.
- Section 47-1A-804 - Election of directors by certain classes of shareholders.
- Section 47-1A-805 - Terms of directors generally.
- Section 47-1A-806 - Staggered terms for directors.
- Section 47-1A-807 - Resignation of directors.
- Section 47-1A-808 - Removal of directors by shareholders.
- Section 47-1A-809 - Removal of directors by judicial proceeding.
- Section 47-1A-810 - Vacancy on board.
- Section 47-1A-811 - Compensation of directors.
- Section 47-1A-820 - Meetings.
- Section 47-1A-823 - Waiver of notice.
- Section 47-1A-824 - Quorum and voting.
- Section 47-1A-824.1 - Director presence assent to action taken--Exceptions.
- Section 47-1A-825 - Committees--Creation--Appointment of members.
- Section 47-1A-825.1 - Powers of committees.
- Section 47-1A-825.2 - Acts relating to committees not compliance by director with standards ofconduct.
- Section 47-1A-825.3 - Absent or disqualified committee member--Appointment of alternatemember.
- Section 47-1A-830 - Standards of conduct for directors.
- Section 47-1A-830.1 - Director reliance on performance or information supplied by specifiedpersons.
- Section 47-1A-831 - Standards of liability for directors.
- Section 47-1A-831.1 - Specific burdens when seeking specified money damages or payment.
- Section 47-1A-831.2 - Limitations on the effect of §§ 47-1A-831 and 47-1A-831.1.
- Section 47-1A-832 - Reserved.
- Section 47-1A-833 - Directors' liability for unlawful distributions.
- Section 47-1A-833.1 - Contribution or recoupment--Limitation of action.
- Section 47-1A-840 - Officers.
- Section 47-1A-841 - Duties of officers.
- Section 47-1A-842 - Standards of conduct for officers.
- Section 47-1A-842.1 - Reliance on performance of or information supplied by specified personsauthorized in discharge of duties.
- Section 47-1A-842.2 - Liability of officer.
- Section 47-1A-843 - Resignation and removal of officers.
- Section 47-1A-844 - Contract rights of officers.
- Section 47-1A-850 - Subpart definitions.
- Section 47-1A-851 - Permissible indemnification.
- Section 47-1A-851.1 - Prohibited indemnification--Exception.
- Section 47-1A-852 - Mandatory indemnification.
- Section 47-1A-853 - Advance for expenses.
- Section 47-1A-853.1 - Authorizations under § 47-1A-853--Board of directors or shareholders.
- Section 47-1A-854 - Court-ordered indemnification and advance for expenses.
- Section 47-1A-855 - Determination and authorization of indemnification.
- Section 47-1A-856 - Indemnification of officers.
- Section 47-1A-857 - Insurance.
- Section 47-1A-858 - Variation by corporate action--Application of subpart.
- Section 47-1A-859 - Exclusivity of subpart.
- Section 47-1A-860 - Subpart definitions.
- Section 47-1A-861 - Judicial action--Transaction other than director's conflicting interesttransaction.
- Section 47-1A-861.1 - Judicial action--Director's conflicting interest transaction.
- Section 47-1A-862 - Directors' action respecting transaction--Effectiveness.
- Section 47-1A-862.1 - Sufficiency of director disclosure.
- Section 47-1A-863 - Shareholders' action respecting transaction--Effectiveness.
- Section 47-1A-863.1 - Quorum of qualified shareholders.
- Section 47-1A-863.2 - Notice by director of all shares beneficially owned or voting of which iscontrolled by director or relative.
- Section 47-1A-863.3 - Court authority upon failure of shareholder vote to comply with § 47-1A-863.
- Section 47-1A-901 - Excluded transactions.
- Section 47-1A-902 - Required approvals.
- Section 47-1A-920 - Domestication--Foreign business corporation to be domestic businesscorporation.
- Section 47-1A-920.1 - Domestication--Domestic business corporation to be foreign businesscorporation.
- Section 47-1A-920.2 - Plan of domestication--Content.
- Section 47-1A-920.3 - Plan of domestication--Amendments.
- Section 47-1A-920.4 - Terms of plan of domestication dependent on extrinsic facts.
- Section 47-1A-920.5 - Evidence of indebtedness or contract with merger provision containing notreference to domestication--Provision application to domestication.
- Section 47-1A-921 - Action on a plan of domestication.
- Section 47-1A-921.1 - Articles of domestication--Content.
- Section 47-1A-921.2 - Articles of domestication--Filing and effectiveness.
- Section 47-1A-921.3 - Certificate of authority to transact business by foreign corporation cancelledupon domestication.
- Section 47-1A-922 - Articles of domestication--Execution--Content.
- Section 47-1A-922.1 - Articles of charter surrender--Filing and effectiveness.
- Section 47-1A-923 - Surrender of charter upon domestication.
- Section 47-1A-924 - Effect of domestication.
- Section 47-1A-924.1 - Effect of domestication of domestic business corporation in foreignjurisdiction.
- Section 47-1A-924.2 - Owner liability of shareholder in domesticated foreign corporation.
- Section 47-1A-924.3 - Owner liability only for debts arising after effective time of articles ofdomestication.
- Section 47-1A-925 - Abandonment of a domestication of domestic business corporation.
- Section 47-1A-925.1 - Abandonment of domestication of foreign business corporation.
- Section 47-1A-950 - Domestic business corporation to become domestic unincorporated entity.
- Section 47-1A-950.1 - Domestic business corporation to become foreign unincorporated foreignunincorporated entity.
- Section 47-1A-950.2 - Domestic unincorporated entity to become domestic business corporation.
- Section 47-1A-950.3 - Foreign unincorporated entity to become domestic business corporation.
- Section 47-1A-950.4 - Evidence of indebtedness or contract applying to merger containing noreference to entity conversion--Provision application to entity conversion.
- Section 47-1A-950.5 - Definition of terms applying to §§ 47-1A-950 to 47-1A-956.
- Section 47-1A-951 - Plan of entity conversion--Content.
- Section 47-1A-951.1 - Plan of entity conversion--Amendments.
- Section 47-1A-951.2 - Terms of plan of entity conversion dependent on extrinsic facts.
- Section 47-1A-953.1 - Domestic unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
- Section 47-1A-953.2 - Foreign unincorporated entity converted to domestic business corporation--Articles of entity conversion--Content.
- Section 47-1A-953.3 - Articles of entity conversion--Filing and effectiveness--Cancellation ofcertificate of authority.
- Section 47-1A-954 - Surrender of charter upon conversion.
- Section 47-1A-955 - Effect of entity conversion.
- Section 47-1A-955.1 - Effect of conversion of domestic business to a foreign other entity.
- Section 47-1A-955.2 - Owner liability only for debts arising after effective time of articles of entityconversion.
- Section 47-1A-955.3 - Owner liability of an interest holder in an unincorporated entity convertedto domestic business corporation.
- Section 47-1A-956 - Abandonment of an entity conversion.
- Section 47-1A-957 - Cooperative converted to business corporation.
- Sections 47-1A-1104, 47-1A-1105 - Action on a plan of merger or share exchange. Merger between parent and subsidiary or between subsidiaries
- Sections 47-1A-1330, 47-1A-1330.1 - Court action. Venue
- Sections 47-1A-1434.2, 47-1A-1434.3 - Agreement on fair value and terms of purchase of shares. Court determination of fair value of shares when parties unable to reach agreement
- Sections 47-1A-1507 to 47-1A-1510 - Repealed
- Sections 47-1A-1602.1, 47-1A-1602.2 - Shareholder right to inspect and copy specified records--Prerequisites in § 47-1A-1602.2. Prerequisites to shareholder right to inspect and copy records spec
- Sections 47-1A-1621 to 47-1A-1621.3 - Repealed
- Sections 47-1A-501 to 47-1A-504 - Repealed
- Sections 47-1A-821, 47-1A-822 - Action without meeting. Notice of meeting
- Sections 47-1A-862.2, 47-1A-862.3 - Quorum of qualified directors. Qualified director defined
- Sections 47-1A-952, 47-1A-953 - Action on a plan of entity conversion. Domestic business corporation converted to domestic unincorporated entity--Articles of entity conversion--Content
- Chapter 02 - Business Corporations--Formation And General Powers [Repealed]
- Chapter 03 - Business Corporations--Capitalization And Distributions [Repealed]
- Chapter 04 - Business Corporations--Shareholders' Rights [Repealed]
- Chapter 05 - Business Corporations--Directors, Officers And Agents [Repealed]
- Chapter 06 - Business Corporations--Reorganization [Repealed]
- Chapter 07 - Business Corporations--Dissolution [Repealed]
- Section 47-7-14 - Repealed.
- Section 47-7-15 - Repealed.
- Section 47-7-15.1 - Repealed.
- Section 47-7-29 - Repealed.
- Section 47-7-29.1 - Repealed.
- Section 47-7-30 - Repealed.
- Section 47-7-4 - Repealed.
- Section 47-7-4.1 - Repealed.
- Section 47-7-43 - Repealed.
- Section 47-7-5 - Repealed.
- Section 47-7-5.1 - Repealed.
- Section 47-7-6 - Repealed.
- Section 47-7-6.1 - Repealed.
- Section 47-7-7 - Repealed.
- Section 47-7-7.1 - Repealed.
- Sections 47-7-1 to 47-7-3 - Repealed
- Sections 47-7-16 to 47-7-23 - Repealed
- Sections 47-7-24 to 47-7-28 - Repealed
- Sections 47-7-30.1 to 47-7-42 - Repealed
- Sections 47-7-44 to 47-7-51 - Repealed
- Sections 47-7-8 to 47-7-13 - Repealed
- Chapter 08 - Foreign Business Corporations [Repealed]
- Chapter 09 - Business Corporations--Supervision By Secretary Of State [Repealed]
- Chapter 09A - Corporate Farming Restrictions
- Section 47-9A-1 - Agriculture prohibited as corporate or limited liability company purpose.
- Section 47-9A-1.1 - Certain breeding stock, products, and facilities exempt.
- Section 47-9A-10 - Raising breeding stock for resale exempt--Nurseries and seed farms.
- Section 47-9A-11 - Livestock feeding exempt.
- Section 47-9A-12 - Land acquired for nonfarming uses exempt--Acreage allowed--Restrictions onfarming pending development.
- Section 47-9A-12.1 - Cement Plant Commission property used for nonfarming purposes.
- Section 47-9A-13 - Family farm and authorized farm corporations exempt.
- Section 47-9A-13.1 - Restriction on operation of hog confinement facility--Exception.
- Section 47-9A-14 - Family farm corporation defined.
- Section 47-9A-15 - Qualifications of authorized small farm corporation.
- Section 47-9A-16 - Report required of corporation engaged in farming--Contents.
- Section 47-9A-17 - Additional information for qualification as family or authorized farm corporation.
- Section 47-9A-18 - Farming prohibited without certification by secretary of state.
- Section 47-9A-19 - Annual report required of farming corporations.
- Section 47-9A-2 - Definition of terms.
- Section 47-9A-20 - Corporation failing to file or filing false report--Civil fine.
- Section 47-9A-21 - Attorney general to prosecute violations--Order of court declaring violation.
- Section 47-9A-22 - Recording of order--Divestiture within prescribed period--Covenant running withland--Public sale of lands not divested.
- Section 47-9A-3 - Corporate farming and acquisition of interest in farm real estate prohibited.
- Section 47-9A-3.1 - Certain greenhouse operations exempt.
- Section 47-9A-3.2 - Facilities for feeding poultry or producing meat or eggs exempt.
- Section 47-9A-3.3 - Dairy on agricultural lands exempt.
- Section 47-9A-4 - Banks and trust companies exempt--Purchase of agricultural land through pooledinvestment fund excepted.
- Section 47-9A-5 - Certain limited liability entities exempt from restrictions.
- Section 47-9A-6 - Encumbrance taken for security exempt.
- Section 47-9A-7 - Lands acquired in collection of debt or enforcement of claim exempt--Period allowedfor disposition--Covenant runs with land.
- Section 47-9A-8 - Gifts to nonprofit corporations exempt.
- Section 47-9A-9 - Farms, for scientific, medical, research, or experimental purposes exempt if sale ofproducts incidental.
- Chapter 10 - Business Development Credit Corporations
- Section 47-10-1 - Purposes of corporations.
- Section 47-10-10 - Incorporators.
- Section 47-10-11 - Directors--Number and term of office.
- Section 47-10-12 - Capitalization--Minimum capital before commencing business.
- Section 47-10-13 - Accumulation of surplus--Use of surplus.
- Section 47-10-14 - Persons authorized to hold common stock.
- Section 47-10-15 - First annual meeting--Conditions--Subsequent annual meetings.
- Section 47-10-16 - Classes of members--Stockholder members--Nonstockholder members.
- Section 47-10-17 - Nonstockholder members--Establishment of line of credit.
- Section 47-10-18 - Nonstockholder members--Duty to lend.
- Section 47-10-19 - Nonstockholder members--Right to withdraw--Conditions.
- Section 47-10-2 - Powers of corporations.
- Section 47-10-20 - Nonstockholder members--Liability for debts.
- Section 47-10-21 - Nonstockholder members--Right to share in surplus.
- Section 47-10-22 - Nonstockholder members--Payment before dissolution of corporation.
- Section 47-10-23 - Legal investments.
- Section 47-10-3 - Borrowing--Pledging security for borrowings.
- Section 47-10-4 - Lending--Competition with lending institutions prohibited.
- Section 47-10-5 - Terms and conditions of loans.
- Section 47-10-6 - Purchase and sale of property.
- Section 47-10-7 - Promotion of local development corporations.
- Section 47-10-8 - Participation in federal programs.
- Section 47-10-9 - Lending--Duty to give first opportunity to lending institution.
- Chapter 11 - Medical Corporations
- Section 47-11-1 - Medical corporations authorized--Formation and purposes--Number of stockholders,directors, and officers.
- Section 47-11-1.1 - Definition of terms.
- Section 47-11-10 - Amending certificate upon change of location.
- Section 47-11-11 - Certificate not assignable.
- Section 47-11-12 - Annual renewal of certificate--Conditions.
- Section 47-11-13 - Suspension or revocation of certificate--Grounds.
- Section 47-11-14 - Notice and hearing required--Contents of notice.
- Section 47-11-15 - Appeal from denial of certificate--Power of court on appeal.
- Section 47-11-16 - Service of notice of appeal.
- Section 47-11-17 - Physician-patient relationship unaffected.
- Section 47-11-18 - Private corporations law as applicable.
- Section 47-11-19 - Severability and saving clause.
- Section 47-11-2 - Corporate name.
- Section 47-11-20 - Conflict with Medical Practice Act.
- Section 47-11-3 - Medical license required for all officers, directors, and shareholders.
- Section 47-11-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-11-4 - Death of shareholder--Computation of book value.
- Section 47-11-5 - Contracts for personal services with licensed persons.
- Section 47-11-6 - Employees subject to Medical Practice Act.
- Section 47-11-7 - Certificate of registration required--Application for certificate--Contents.
- Section 47-11-8 - Action on application--Conditions to issuance of certificate--Duration of certificate.
- Section 47-11-9 - Posting of certificate required.
- Chapter 11A - Chiropractic Corporations
- Section 47-11A-1 - Formation of corporation and limited liability company authorized.
- Section 47-11A-1.1 - Definition of terms.
- Section 47-11A-12.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-11A-12.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-11A-12.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-11A-13 - Articles of incorporation filed with chiropractic examiners--List of shareholders andemployees.
- Section 47-11A-14 - Purchase at book value of shares of deceased or ineligible shareholder.
- Section 47-11A-15 - Corporate practice of chiropractic restricted--Application of canons of ethics.
- Section 47-11A-16 - Pension and insurance plans for employees--Restrictions on terms.
- Section 47-11A-17 - Standards of professional conduct binding on corporation.
- Section 47-11A-18 - Violation as ground for revocation of chiropractic license.
- Section 47-11A-19 - Individual professional obligations unimpaired--Individual subject to discipline.
- Section 47-11A-2 - Purpose of corporation.
- Section 47-11A-3 - Powers and privileges restricted to corporate purpose.
- Section 47-11A-4 - Words or abbreviations required in corporate name--Ethical standards.
- Section 47-11A-5 - Shareholding restricted to licensed chiropractors--Active practice required.
- Section 47-11A-5.1 - Revocable trust as shareholder--Conditions.
- Section 47-11A-6 - Disposition of shares when shareholder no longer eligible.
- Section 47-11A-7 - Qualifications of president, directors, and officers.
- Sections 47-11A-8 to 47-11A-12 - Repealed
- Chapter 11B - Optometric Corporations
- Section 47-11B-1 - Optometric corporations and liability companies authorized.
- Section 47-11B-1.1 - Definition of terms.
- Section 47-11B-10 - Posting of certificate.
- Section 47-11B-11 - Change of location of corporation--Certificate amended.
- Section 47-11B-12 - Certificate not assignable.
- Section 47-11B-13 - Annual renewal of certificate--Conditions.
- Section 47-11B-14 - Suspension or revocation of certificate--Grounds.
- Section 47-11B-15 - Suspension or revocation of certificate--Applicable procedure.
- Section 47-11B-16 - Relationship with patient unchanged.
- Section 47-11B-2 - Corporate name--Ethical standards.
- Section 47-11B-21.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-11B-21.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-11B-21.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-11B-22 - Pension and insurance plans for employees--Restrictions on terms.
- Section 47-11B-3 - Optometric license required for officers, directors and shareholders.
- Section 47-11B-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-11B-4 - Purchase at book value of shares of deceased or ineligible shareholder.
- Section 47-11B-5 - Contracts for personal services with licensed optometrists.
- Section 47-11B-6 - Professional services limited to licensed agents.
- Section 47-11B-7 - Licensed employees subject to discipline under practice act.
- Section 47-11B-8 - Certificate of registration required--Contents of application.
- Section 47-11B-9 - Investigation on application--Conditions to issuance of certificate--Duration ofcertificate.
- Sections 47-11B-17 to 47-11B-21 - Repealed
- Chapter 11C - Podiatric Corporations
- Section 47-11C-1 - Podiatric corporations and limited liability companies authorized.
- Section 47-11C-1.1 - Definition of terms.
- Section 47-11C-10 - Posting of certificate.
- Section 47-11C-11 - Change of location of corporation--Certificate amended.
- Section 47-11C-12 - Certificate not assignable.
- Section 47-11C-13 - Annual renewal of certificate--Conditions.
- Section 47-11C-14 - Suspension or revocation of certificate--Grounds.
- Section 47-11C-15 - Suspension or revocation proceedings deemed contested case.
- Section 47-11C-16 - Relationship with patient unchanged.
- Section 47-11C-2 - Corporate name--Ethical standards.
- Section 47-11C-21.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-11C-21.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-11C-21.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-11C-22 - Pension and insurance plans for employees--Restrictions on terms.
- Section 47-11C-3 - Podiatric license required for officers, directors, and shareholders.
- Section 47-11C-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-11C-4 - Purchase at book value of shares of deceased or ineligible shareholder.
- Section 47-11C-5 - Contracts for personal services with licensed podiatrists.
- Section 47-11C-6 - Professional services limited to licensed agents.
- Section 47-11C-7 - Licensed employees subject to discipline under practice act.
- Section 47-11C-8 - Certificate of registration required--Contents of application.
- Section 47-11C-9 - Investigation on application--Conditions to issuance of certificate--Duration ofcertificate.
- Sections 47-11C-17 to 47-11C-21 - Repealed
- Chapter 11D - Physician's Assistants Corporations
- Section 47-11D-1 - Formation of corporation or limited liability company authorized.
- Section 47-11D-1.1 - Definition of terms.
- Section 47-11D-10 - Posting of certificate.
- Section 47-11D-11 - Change of location--Amending certificate.
- Section 47-11D-12 - Certificate not assignable.
- Section 47-11D-13 - Annual renewal of certificate.
- Section 47-11D-14 - Suspension or revocation of certificate of registration--Grounds.
- Section 47-11D-15 - Procedure for suspension or revocation of certificate.
- Section 47-11D-16 - Relationship with patient unchanged.
- Section 47-11D-2 - Name of corporation or limited liability company.
- Section 47-11D-21.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-11D-21.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-11D-21.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-11D-22 - Pension, profit sharing, insurance, and welfare plans for employees--Restrictions.
- Section 47-11D-3 - Certification of officers, directors and shareholders.
- Section 47-11D-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-11D-4 - Death of shareholders--Computation of book value.
- Section 47-11D-5 - Contracts for personal services with certified persons.
- Section 47-11D-6 - Professional services limited to certified employees.
- Section 47-11D-7 - Certified employees subject to discipline.
- Section 47-11D-8 - Certificate of registration required--Application.
- Section 47-11D-9 - Investigation upon application--Issuance of certificate--Duration of certificate.
- Sections 47-11D-17 to 47-11D-21 - Repealed
- Chapter 11E - Nursing Corporations
- Section 47-11E-1 - Professional service corporations and limited liability companies for the practice ofnursing authorized.
- Section 47-11E-1.1 - Definition of terms.
- Section 47-11E-12.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-11E-12.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-11E-12.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-11E-13 - Filing of articles of incorporation.
- Section 47-11E-14 - Corporations not to engage in practice of nursing outside of chapter.
- Section 47-11E-15 - Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions.
- Section 47-11E-16 - Standards of professional conduct--Compliance.
- Section 47-11E-17 - Suspension of corporation or members from practice of nursing.
- Section 47-11E-18 - Standards of professional conduct--Discipline.
- Section 47-11E-19 - Effect of act.
- Section 47-11E-2 - Formation of corporation authorized.
- Section 47-11E-3 - Powers and privileges.
- Section 47-11E-4 - Name of corporation or limited liability company.
- Section 47-11E-5 - Shareholders must be licensed and engaged in practice of nursing.
- Section 47-11E-5.1 - Revocable trust as shareholder--Conditions.
- Section 47-11E-6 - Ineligible shareholder to dispose of shares.
- Section 47-11E-7 - Qualifications of president, directors and officers.
- Sections 47-11E-8 to 47-11E-12 - Repealed
- Chapter 11F - Health Care Corporations, Limited Liability Companies And Limited Liability Partnerships
- Section 47-11F-1 - Definition of terms.
- Section 47-11F-10 - Additional information required in forming, organizing, or registration documents.
- Section 47-11F-11 - Corporate name.
- Section 47-11F-12 - Ownership of property--Investment of funds.
- Section 47-11F-13 - Professional practice or service without license not permitted.
- Section 47-11F-14 - Exercise of powers accorded by governing law--Conditions.
- Section 47-11F-15 - Corporate policies and actions to adhere to standards of professional conduct--Violationsreported to licensing board--Board to have access to records.
- Section 47-11F-16 - Relationship between health care provider and patient unaffected.
- Section 47-11F-17 - Confidentiality of patient records.
- Section 47-11F-18 - Licensing boards to promulgate rules to implement chapter.
- Section 47-11F-2 - Professional corporation defined.
- Section 47-11F-3 - Professional corporations rendering more than one professional service authorized.
- Section 47-11F-4 - Certificates of registration required--Application.
- Section 47-11F-5 - Action upon application--Duration of certificate.
- Section 47-11F-6 - Posting of certificate required.
- Section 47-11F-7 - Amending certificate upon change of location or ownership--Certificates not assignable.
- Section 47-11F-8 - Suspension or revocation of certificate--Grounds.
- Section 47-11F-9 - Notice and hearing required--Appeal--Certain situations where prior notice and hearingnot required.
- Chapter 12 - Dental Corporations
- Section 47-12-1 - Dental corporations authorized--Formation and purposes of corporation--Limited liabilitycompanies authorized.
- Section 47-12-1.1 - Definition of terms.
- Section 47-12-10 - Amending certificate upon change of location.
- Section 47-12-11 - Certificate not assignable.
- Section 47-12-12 - Annual renewal of certificate--Conditions.
- Section 47-12-13 - Suspension or revocation of certificate--Grounds.
- Section 47-12-14 - Notice and hearing required--Contents of notice.
- Section 47-12-15 - Appeal from denial of certificate--Power of court on appeal.
- Section 47-12-16 - Service of notice of appeal.
- Section 47-12-17 - Dentist-patient relationship unaffected.
- Section 47-12-18 - Private corporations law as applicable.
- Section 47-12-19 - Severability and saving clause.
- Section 47-12-2 - Corporate name.
- Section 47-12-20 - Conflict with Dental Practice Act.
- Section 47-12-3 - Dental license required for officers, directors, and shareholders--Appointed secretary ortreasurer.
- Section 47-12-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-12-4 - Death of shareholder--Computation of book value.
- Section 47-12-5 - Contracts for personal services with licensed persons.
- Section 47-12-6 - Employees subject to Dental Practice Act.
- Section 47-12-7 - Certificate of registration required--Application for certificate--Contents.
- Section 47-12-8 - Action on application--Conditions to issuance of certificate--Duration of certificate.
- Section 47-12-9 - Posting of certificate required.
- Chapter 13 - Veterinary Corporations
- Section 47-13-1 - Veterinary corporations authorized--Formation and purposes of corporation--Limitedliability companies authorized.
- Section 47-13-1.1 - Definition of terms.
- Section 47-13-10 - Amending certificate upon change of location.
- Section 47-13-11 - Certificate not assignable.
- Section 47-13-12 - Annual renewal of certificate--Conditions.
- Section 47-13-13 - Suspension or revocation of certificate--Grounds.
- Section 47-13-14 - Notice and hearing required--Contents of notice.
- Section 47-13-15 - Appeal from denial of certificate--Power of court on appeal.
- Section 47-13-16 - Service of notice of appeal.
- Section 47-13-17 - Veterinary-customer relationship unaffected.
- Section 47-13-18 - Private corporations law as applicable.
- Section 47-13-19 - Severability and saving clause.
- Section 47-13-2 - Corporate name.
- Section 47-13-20 - Conflict with Veterinary Practice Act.
- Section 47-13-3 - Veterinary license required for all officers, directors, and shareholders.
- Section 47-13-3.1 - Revocable trust as shareholder--Conditions.
- Section 47-13-4 - Death of shareholder--Computation of book value.
- Section 47-13-5 - Contracts for personal services with licensed persons.
- Section 47-13-6 - Employees subject to Veterinary Practice Act.
- Section 47-13-7 - Certificate of registration required--Application for certificate--Contents.
- Section 47-13-8 - Action on application--Conditions to issuance of certificate--Duration of certificate.
- Section 47-13-9 - Posting of certificate required.
- Chapter 13A - Professional Corporations For The Practice Of Law
- Section 47-13A-1 - Professional corporations for practice of law authorized--Limited liability company.
- Section 47-13A-1.1 - Definition of terms.
- Section 47-13A-2 - Contents of articles of incorporation.
- Section 47-13A-2.1 - Revocable trust as shareholder--Conditions.
- Section 47-13A-2.2 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual ob
- Section 47-13A-2.3 - Amendment of articles of incorporation to be consistent with law.
- Section 47-13A-2.4 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-13A-3 - Certified copy of articles and amendments filed with Supreme Court clerk.
- Section 47-13A-4 - List of shareholders and employees filed with Supreme Court clerk.
- Section 47-13A-5 - Corporation's violation of standards of professional conduct and rules of courtprohibited--Compliance with standards and provisions of chapter.
- Section 47-13A-6 - Violation as grounds for termination or suspension of right to practice law.
- Section 47-13A-7 - Attorneys employed by corporation subject to standards of professional conduct--Personal liability.
- Section 47-13A-8 - Attorney-client privilege unaffected.
- Section 47-13A-9 - Adoption of pension, profit-sharing, and insurance plans authorized.
- Chapter 13B - Professional Corporations For The Practice Of Public Accounting
- Section 47-13B-1 - Formation of corporations or limited liability companies authorized.
- Section 47-13B-1.1 - Definition of terms.
- Section 47-13B-12.1 - Personal liability of shareholders, directors, and officers of professional corporationsor members or managers of limited liability companies limited for corporate orindividual o
- Section 47-13B-12.2 - Amendment of articles of incorporation to be consistent with law.
- Section 47-13B-12.3 - Application of repealed provisions to acts, errors, or omissions occurring before July1, 2005.
- Section 47-13B-13 - Articles of incorporation filed with board of accountancy--List of shareholders andprofessional employees--Notice of changes.
- Section 47-13B-14 - Restrictions on corporate practice of accounting.
- Section 47-13B-15 - Pension and insurance plans for employees.
- Section 47-13B-16 - Corporation held to professional standards of conduct--Violation as ground forsuspension or revocation of professional certificate.
- Section 47-13B-17 - Professional obligations unchanged by incorporation--Personal responsibility forcorporate acts in violation.
- Section 47-13B-2 - Purpose of corporation.
- Section 47-13B-3 - Powers exercised only for authorized purpose--Incompatible services prohibited.
- Section 47-13B-4 - Name of corporation.
- Section 47-13B-5 - Repealed.
- Section 47-13B-5.1 - Revocable trust as shareholder--Conditions.
- Section 47-13B-6 - Disposition of shares held by person no longer qualified.
- Section 47-13B-7 - Qualifications of directors and officers--Restrictions on powers of lay directors andofficers.
- Sections 47-13B-8 to 47-13B-12 - Repealed
- Chapter 14 - Business Trusts [Repealed]
- Chapter 14A - South Dakota Business Trust Act
- Section 47-14A-1 - Definitions.
- Section 47-14A-10 - Trustee may be served with process.
- Section 47-14A-11 - Service of process--Fee if service made on secretary of state.
- Section 47-14A-12 - Time for responsive pleading.
- Section 47-14A-13 - Trustee or beneficial owner may consent to jurisdiction.
- Section 47-14A-14 - Service of process not limited.
- Section 47-14A-15 - Circuit court jurisdiction over business trusts.
- Section 47-14A-16 - Doing business in state by reason of being trustee.
- Section 47-14A-17 - Beneficial owner to have undivided interest in trust property--Proportionate share inprofits and losses.
- Section 47-14A-18 - Creditors of beneficial owners have no rights in business trust property.
- Section 47-14A-19 - Beneficial owner's interest in business trust as personal property.
- Section 47-14A-2 - Beneficial owner's contribution to business trust--Contribution not required.
- Section 47-14A-20 - Beneficial owner's interest transferable.
- Section 47-14A-21 - Beneficial owner entitled to distribution becomes creditor of business trust.
- Section 47-14A-22 - Title to property of business trust may be held by trustee.
- Section 47-14A-23 - Creditors of trustee have no rights in business trust property.
- Section 47-14A-24 - Trustees to manage affairs of business trust--Persons entitled to direct trustees--Power to direct trustees does not cause person to be trustee nor to create duties orliabilities.
- Section 47-14A-25 - Provisions of governing instrument.
- Section 47-14A-26 - Trustee acting in reliance on governing instrument not liable to trust or beneficialowner--Duties determined by governing instrument.
- Section 47-14A-27 - Officer or employer acting in reliance on governing instrument not liable--Dutiesdetermined by governing instrument.
- Section 47-14A-28 - Action by beneficial owners--Notice and meeting not necessary if consent exists--Proxy.
- Section 47-14A-29 - Action by trustees--Notice and meeting not necessary if consent exists--Proxy.
- Section 47-14A-3 - Obligation of beneficial owner--Cash value of contribution as option in addition toother remedies.
- Section 47-14A-30 - One trustee required to have residence or principal place of business in state.
- Section 47-14A-31 - Exception to § 47-14A-30 for registered investment companies.
- Section 47-14A-32 - Change of registered agent or location of office--Amendment to certificate of trust.
- Section 47-14A-33 - Service of process on registered agent valid.
- Section 47-14A-34 - Change of name or address of trustee or registered agent--Fee--Certificate.
- Section 47-14A-35 - Business trust to have perpetual existence--Termination determined by governinginstrument.
- Section 47-14A-36 - Death or incapacity of beneficial owner need not terminate business trust.
- Section 47-14A-37 - Dissolution of trust determined by governing instrument.
- Section 47-14A-4 - Penalties or consequences for failure to make contribution.
- Section 47-14A-40 - Dissolution of series need not cause dissolution of trust--Series dissolutiondetermined by governing instrument--Death or incapacity of beneficial owner neednot terminate series.
- Section 47-14A-41 - Powers of trust series managers upon dissolution of series--Liability.
- Section 47-14A-42 - Laws applicable to business trusts.
- Section 47-14A-43 - Certificate of trust to be filed with secretary--Contents--Trust formed upon filing.
- Section 47-14A-44 - Certificate of amendment--Contents--Certificate of trust may be freely amended.
- Section 47-14A-45 - Restated certificate of trust integrating all amendments--Contents.
- Section 47-14A-46 - Certificate of cancellation to be filed upon termination of trust--Contents.
- Section 47-14A-47 - Certificate of correction or corrected certificate of trust to be filed to correct defectiveinformation--Contents--Effective date.
- Section 47-14A-48 - Termination of certificate containing future effective date.
- Section 47-14A-49 - Execution of certificates.
- Section 47-14A-5 - Liability of beneficial owners.
- Section 47-14A-50 - Execution by agent--Authorization of agent.
- Section 47-14A-51 - Execution of certificate by trustee constitutes oath as to truth of contents.
- Section 47-14A-52 - Certificates to be delivered to secretary's office--Duties of secretary upon receipt offiling.
- Section 47-14A-53 - Certificates effective upon filing or upon effective date contained in certificate.
- Section 47-14A-54 - Fees paid at request of secretary or upon filing of certificate.
- Section 47-14A-55 - Signature may be facsimile or electronically transmitted--Certificate may beelectronically transmitted.
- Section 47-14A-56 - Certificate of trust on file with secretary is notice of business trust.
- Section 47-14A-57 - Fees-Documents not effective until fee paid.
- Section 47-14A-58 - Name of business trust to be distinguishable from other businesses--Exception.
- Section 47-14A-59 - Name of person in name of business trust.
- Section 47-14A-6 - Liability of trustees.
- Section 47-14A-60 - Terms contained in name of business trust.
- Section 47-14A-61 - Reservation of name.
- Section 47-14A-62 - Reservation of name--Application--Duration--Transfer--Cancellation.
- Section 47-14A-63 - Fees for reservation--When paid.
- Section 47-14A-64 - Merger or consolidation of business trusts.
- Section 47-14A-65 - Certificate of merger or consolidation to be filed with secretary--Contents.
- Section 47-14A-66 - Validity of certain mergers not affected by failure to file certificate.
- Section 47-14A-67 - Effective date of merger or consolidation.
- Section 47-14A-68 - Certificate of merger or consolidation as certificate of cancellation.
- Section 47-14A-69 - Amendment to or adoption of governing instrument upon merger--Effective date.
- Section 47-14A-7 - Liability of officers, employees, and others managing business of trust.
- Section 47-14A-70 - Rights, property, and obligations of merging entities vest in resulting entity.
- Section 47-14A-71 - Provision for contractual appraisal rights.
- Section 47-14A-72 - Authority of beneficial owner to bring derivative action.
- Section 47-14A-73 - Qualifications of plaintiff in derivative action.
- Section 47-14A-74 - Complaint to specify efforts to secure action by trustees.
- Section 47-14A-75 - Costs and attorney's fees of successful derivative action.
- Section 47-14A-76 - Beneficial owner's right to bring derivative action determined by governinginstrument.
- Section 47-14A-77 - Indemnification of trustee or beneficial owner.
- Section 47-14A-78 - Absence of indemnity provision in governing instrument not conclusive.
- Section 47-14A-79 - Power of business trust to acquire interest held by beneficial owner.
- Section 47-14A-8 - Usury not a defense against beneficial owner's obligation.
- Section 47-14A-80 - Beneficial owners entitled to obtain certain information.
- Section 47-14A-83 - Records maintained in other than written form--Demand for information to be inwriting.
- Section 47-14A-84 - Conversion of existing business entity to business trust--Filing requirements.
- Section 47-14A-85 - Certificate of conversion--Contents.
- Section 47-14A-86 - Effective of date of conversion to business trust--Effective date of commencementof business.
- Section 47-14A-87 - Conversion to business trust not to affect liabilities incurred prior to conversion.
- Section 47-14A-88 - Rights, property, and obligations of converting entities vest in resulting entity.
- Section 47-14A-89 - Conversion deemed continuation of business entity as business trust.
- Section 47-14A-9 - Power to sue and be sued--Liabilities--Property subject to attachment--Exception forseparately designed series.
- Section 47-14A-90 - Conversion to be approved under business entity's governing instrument.
- Section 47-14A-91 - Construction of chapter with other laws.
- Section 47-14A-92 - Disposition of rights and interests of business entity upon conversion.
- Section 47-14A-93 - Conversion of business trust to other business entity.
- Section 47-14A-94 - Provisions of law subject to change.
- Section 47-14A-95 - Construction.
- Sections 47-14A-38, 47-14A-39 - Powers of trust managers upon dissolution of trust. Payment of claims and obligations of trust upon dissolution--Distribution of remaining assets--Liability of persons
- Sections 47-14A-81, 47-14A-82 - Trustees entitled to examine certain information. Trustees authorized to keep certain information confidential
- Chapter 14B - South Dakota Foreign Business Trust Act
- Section 47-14B-1 - Laws governing organization of foreign business trust.
- Section 47-14B-10 - Correction of false application of foreign business trust.
- Section 47-14B-11 - Canceling a foreign business trust.
- Section 47-14B-12 - Action, suit, or proceeding by foreign business trust.
- Section 47-14B-13 - Failure of foreign business trust to register.
- Section 47-14B-14 - Liability of beneficial owner or trustee of foreign business trust.
- Section 47-14B-15 - Jurisdiction of circuit court for failure to register or for false registration.
- Section 47-14B-16 - Application of § 47-14A-51.
- Section 47-14B-17 - Service of process on foreign business trust.
- Section 47-14B-18 - Service of process when due diligence fails.
- Section 47-14B-19 - Service of process on unregistered foreign business trust.
- Section 47-14B-2 - Registration of foreign business trust.
- Section 47-14B-20 - "Doing business" defined.
- Section 47-14B-21 - Service upon secretary of state--Notice to foreign business trust.
- Section 47-14B-22 - Filing fees-Documents not effective until fee paid.
- Section 47-14B-23 - Application of chapter.
- Section 47-14B-24 - Compliance with requirements--Violation.
- Section 47-14B-3 - Doing business in the state.
- Section 47-14B-4 - Certification and filing of application.
- Section 47-14B-5 - Name of foreign business trust.
- Section 47-14B-6 - Office and agent of foreign business trust.
- Section 47-14B-7 - Change of address of registered office of foreign business trust.
- Section 47-14B-8 - Resignation of foreign business trust registered agent--Successor--Appointment.
- Section 47-14B-9 - Resignation of foreign business trust registered agent--No successor appointed.
- Chapter 15 - Cooperatives--Formation And General Powers
- Section 47-15-1 - Definitions.
- Section 47-15-10 - Filing with secretary of state--Certificate of amendment.
- Section 47-15-11 - Effect of amendment.
- Section 47-15-12 - Limitations on action to invalidate amendment.
- Section 47-15-13 - Bankruptcy proceeding as amendment.
- Section 47-15-14 - Amendment converting corporation to cooperative.
- Section 47-15-15 - Adoption of restated articles.
- Section 47-15-15.1 - Restated articles effective when restated certificate issued--Original articlessuperseded.
- Section 47-15-16 - Bylaws--Adoption and amendment.
- Section 47-15-17 - Bylaws--Majority vote.
- Section 47-15-18 - Superseded.
- Section 47-15-18.1 - Repealed.
- Section 47-15-19 - Superseded.
- Section 47-15-2 - Purposes--Banking and insurance prohibited.
- Section 47-15-20 - Offices and agents of preexisting cooperatives.
- Section 47-15-27 - Powers of cooperatives--Existence.
- Section 47-15-28 - Powers of cooperatives--Actions.
- Section 47-15-29 - Powers of cooperatives--Seals.
- Section 47-15-3 - Requisites for formation.
- Section 47-15-30 - Powers of cooperatives--Contracts--Encumbrances.
- Section 47-15-31 - Powers of cooperatives--Securities holdings.
- Section 47-15-32 - Powers of cooperatives--Investments and lending.
- Section 47-15-33 - Powers of cooperatives--Territorial.
- Section 47-15-34 - Powers of cooperatives--Officers and agents.
- Section 47-15-35 - Powers of cooperatives--Bylaws.
- Section 47-15-36 - Powers of cooperatives--Donations.
- Section 47-15-37 - Powers of cooperatives--Indemnification of agents.
- Section 47-15-38 - Powers of cooperatives--Cessation of activities.
- Section 47-15-39 - Powers of cooperatives--Effectuation of purpose.
- Section 47-15-4 - Articles of incorporation--Contents.
- Section 47-15-40 - Promotion expenses--Commissions on stock sales--Limitations.
- Section 47-15-41 - Use of term "cooperative".
- Section 47-15-42 - Unauthorized use of term "cooperative" as petty offense.
- Section 47-15-43 - Injunction against unauthorized use of term "cooperative".
- Section 47-15-44 - Cooperatives governed by chapter--Preexisting cooperatives.
- Section 47-15-45 - Continuation of preexisting cooperatives.
- Section 47-15-46 - Duration of existence of preexisting cooperatives.
- Section 47-15-47 - Method of giving notice--Waiver of notice.
- Section 47-15-48 - Cooperatives governed by other laws.
- Section 47-15-5 - Particular provisions in articles or bylaws.
- Section 47-15-6 - Filing articles with secretary of state--Beginning of corporate existence.
- Section 47-15-7 - Issuance of certificate of incorporation--Certificate as conclusive evidence of properincorporation.
- Section 47-15-8 - Amendment of articles--Majority vote required.
- Section 47-15-9 - Procedure for amending articles.
- Sections 47-15-21 to 47-15-26 - Repealed
- Sections 47-15-49, 47-15-50 - Severability and saving clause. Citation of cooperative provisions
- Chapter 16 - Cooperatives--Membership, Stock And Distributions
- Section 47-16-1 - Classes of members--Provisions in bylaws.
- Section 47-16-10 - Votes at meeting.
- Section 47-16-11 - Votes by member cooperatives.
- Section 47-16-12 - Vote by member owning membership stock.
- Section 47-16-13 - Proxy votes--Delegate votes.
- Section 47-16-14 - Absentee voting.
- Section 47-16-15 - Voting by representatives.
- Section 47-16-16 - Voting by organizations.
- Section 47-16-17 - Voting rights conditioned upon membership payment.
- Section 47-16-18 - Other votes prohibited.
- Section 47-16-19 - Bylaws provisions for voting.
- Section 47-16-2 - Annual member meeting--Time of meeting.
- Section 47-16-20 - Percentage of vote.
- Section 47-16-21 - Capital stock--Classes of stock.
- Section 47-16-22 - Membership stock--Transfer of stock.
- Section 47-16-23 - Cooperative dealing in own stock.
- Section 47-16-24 - Consideration for stock.
- Section 47-16-25 - Reacquisition of stock.
- Section 47-16-26 - Stockholders' preemptive rights.
- Section 47-16-27 - Stock certificates--Conditions to issuance.
- Section 47-16-28 - Statements required on stock certificates.
- Section 47-16-29 - Stock subscriptions--Irrevocability.
- Section 47-16-3 - Special meetings.
- Section 47-16-30 - Liability of subscribers.
- Section 47-16-31 - Missing securities--Issuance of duplicate.
- Section 47-16-32 - Missing securities--Redemption--Procedure.
- Section 47-16-33 - Liability on securities wrongfully transferred--Notice.
- Section 47-16-34 - Definition of transfers and transferors.
- Section 47-16-35 - Actions by stockholders or members--Allegations respecting ownership.
- Section 47-16-36 - Actions by stockholders or members--Additional allegations.
- Section 47-16-37 - Approval of court required for termination of action.
- Section 47-16-38 - Expenses of maintaining action--Disposition of proceeds.
- Section 47-16-39 - Security for costs--Amount of security.
- Section 47-16-4 - Place of meetings.
- Section 47-16-40 - Distribution of net proceeds.
- Section 47-16-41 - Deductions from total proceeds.
- Section 47-16-42 - Procedure for distribution.
- Section 47-16-43 - Repealed.
- Section 47-16-44 - Payments to employees.
- Section 47-16-45 - Dividends on capital stock--Conditions to payment.
- Section 47-16-46 - Distributions to patrons.
- Section 47-16-49 - Classification of patrons.
- Section 47-16-5 - Notice of meetings--Contents of notice.
- Section 47-16-50 - Credit to surplus and reserves.
- Section 47-16-51 - Remaining funds--Distribution to patrons--Distinction between members andnonmembers--Classification of patrons.
- Section 47-16-52 - Manner of payment.
- Section 47-16-53 - Application of proceeds to prior losses.
- Section 47-16-54 - Unclaimed credits--Forfeiture to cooperative.
- Section 47-16-55 - Procedure for forfeiture--Resolution--Time limit for claim.
- Section 47-16-56 - Notice to claimant--Contents of notice.
- Section 47-16-57 - Notice by publication.
- Section 47-16-58 - Applicability to preexisting claims.
- Section 47-16-59 - Discretionary payment to claimant after forfeiture.
- Section 47-16-6 - Notice to delegates or alternates.
- Section 47-16-60 - Filing false document as felony.
- Section 47-16-7 - Quorum provisions--Computation of quorum--Quorum for district meeting.
- Section 47-16-8 - Action without meeting.
- Section 47-16-9 - Consent to action without meeting.
- Sections 47-16-47, 47-16-48 - Creation of reserves--Credit to patrons. Ratio of patronage as determining payment to patron
- Chapter 17 - Cooperatives--Directors, Officers And Employees
- Section 47-17-1 - Board of directors as manager of cooperative--Qualifications of directors.
- Section 47-17-10 - Waiver of notice of meeting.
- Section 47-17-11 - Specification of purpose of meeting.
- Section 47-17-12 - Directors' executive committee--Powers of committee.
- Section 47-17-13 - Action without meeting of directors--Written consent.
- Section 47-17-14 - Principal officers of cooperative--Election by board of directors.
- Section 47-17-15 - Other officers.
- Section 47-17-16 - Authority of officers.
- Section 47-17-17 - Removal of officers.
- Section 47-17-18 - Compensation of officers.
- Section 47-17-19 - Repealed.
- Section 47-17-2 - Compensation of directors.
- Section 47-17-20 - Filing false document as felony.
- Section 47-17-21 - Indemnification of directors, officers, agents, and employees against liability undercertain circumstances.
- Section 47-17-22 - Circumstances under which directors, officers, agents, and employees may not beindemnified.
- Section 47-17-3 - Number of directors.
- Section 47-17-4 - First directors as temporary board--Election of permanent directors--Territorialdirectors--Directors' terms of office--Alternates.
- Section 47-17-4.1 - Use of funds or employee activity to promote election to office prohibited--Directorsand officers permitting violation subject to civil fine.
- Section 47-17-5 - Removal of directors.
- Section 47-17-6 - Vacancies on board of directors.
- Section 47-17-7 - Liability of directors for improper distribution of assets.
- Section 47-17-7.1 - Directors not liable for distribution in good faith reliance on financial statements oraccountant's representation.
- Section 47-17-8 - Meetings by teleconference.
- Section 47-17-9 - Quorum at meeting.
- Chapter 18 - Cooperatives--Reorganization And Dissolution
- Section 47-18-1 - Merger or consolidation--Preparation of plan--Approval of plan.
- Section 47-18-10 - Mortgaging assets to secure payment of debts.
- Section 47-18-11 - Voluntary dissolution--Notice and approval.
- Section 47-18-12 - Liquidation of assets--Distribution of proceeds.
- Section 47-18-13 - Certificate of dissolution--Contents of certificate.
- Section 47-18-14 - Filing and recording certificate of dissolution.
- Section 47-18-15 - Involuntary dissolution--Action by attorney general--Grounds for involuntarydissolution.
- Section 47-18-16 - Default cured prior to entry of decree--Abatement of action.
- Section 47-18-16.1 - Repealed.
- Section 47-18-16.2 - Petition for reinstatement--Filing fee--Penalty for expired years, amount.
- Section 47-18-16.3 - Administrative dissolution of cooperative.
- Section 47-18-16.4 - Notice of grounds for dissolution--Time limit for corrections--Subsequent existence--Authority of agent.
- Section 47-18-16.5 - Application for reinstatement.
- Section 47-18-16.6 - Denial of reinstatement--Appeal--Court action.
- Section 47-18-17 - Liquidation of assets by court--Proper parties to bring action.
- Section 47-18-18 - Power and authority of court--Appointment of receiver.
- Section 47-18-19 - Creditors' claims--Notice--Time for filing.
- Section 47-18-2 - Articles of merger or consolidation--Contents--Effective date.
- Section 47-18-20 - Decree of dissolution--Filing and recording.
- Section 47-18-21 - Action as staying all other proceedings.
- Section 47-18-22 - Dismissal of action.
- Section 47-18-23 - Title to property omitted from final distribution.
- Section 47-18-24 - Appointment of trustee for property.
- Section 47-18-25 - Court supervision of trustee.
- Section 47-18-26 - Assets distributable to unknown persons--Deposit in state treasury--Subsequentclaim--Time limitation.
- Section 47-18-27 - Dissolution as not impairing preexisting rights--Time limitation.
- Section 47-18-3 - Effect of merger or consolidation--Surviving cooperative.
- Section 47-18-4 - Rights and duties of surviving cooperative.
- Chapter 19 - Foreign Cooperatives
- Chapter 20 - Cooperatives--Records, Accounts And Reports
- Chapter 21 - Rural Electric Cooperatives
- Chapter 22 - Nonprofit Corporations--Formation And General Powers
- Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents
- Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports
- Chapter 25 - Nonprofit Corporations--Reorganization
- Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation
- Chapter 27 - Foreign Nonprofit Corporations
- Chapter 28 - Nonprofit Corporations--Supervision By Secretary Of State
- Chapter 29 - Cemetery Corporations
- Chapter 30 - Corporate Frauds And Mismanagement
- Chapter 31 - Securities Registration And Sales [Repealed]
- Chapter 31A - Uniform Securities Act [Repealed]
- Chapter 31B - Uniform Securities Act Of 200232. Corporate Take-Over Offers [Repealed]
- Chapter 33 - South Dakota Domestic Public Corporation Takeover Act
- Chapter 34 - Limited Liability Companies [Repealed]