47-1A-1001. Authority to amend. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of […]
47-1A-1002. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or its incorporators, if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation. Source: SL 2005, ch 239, §236.
47-1A-1003. Amendment by board of directors and shareholders. If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (1)The proposed amendment must be adopted by the board of directors; (2)Except as provided in §§47-1A-1005, and 47-1A-1007 to 47-1A-1008, inclusive, after adopting the proposed amendment the […]
47-1A-1004. Voting on amendments by voting groups. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if […]
47-1A-1005. Amendment by board of directors. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval: (1)To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2)To delete the names […]
47-1A-1006. Articles of amendment. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Office of the Secretary of State, for filing, articles of amendment, which shall set forth: (1)The name of the […]
47-1A-1007. Restated articles of incorporation–Adoption. A corporation’s board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided […]
47-1A-1007.1. Restated articles of incorporation–Delivery to Office of Secretary of State. A corporation that restates its articles of incorporation shall deliver to the Office of the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which […]
47-1A-1007.2. Restated articles of incorporation–Certification as articles currently in effect. The Office of the Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by §47-1A-1007.1. Source: SL 2005, ch 239, §243.
47-1A-1008. Amendment pursuant to reorganization. A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. The individual or individuals designated by the […]
47-1A-1009. Effect of amendment. An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not […]
47-1A-101. Short title. This chapter shall be known and may be cited as the South Dakota Business Corporation Act. Source: SL 2005, ch 239, §1.
47-1A-1020. Amendment by board of directors or shareholders. A corporation’s shareholders may amend or repeal the corporation’s bylaws. A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless: (1)The articles of incorporation or §47-1A-1021 reserve that power exclusively to the shareholders in whole or part; or (2)The shareholders in amending, repealing, or […]
47-1A-1021. Bylaw increasing quorum or voting requirement for directors. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1)If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; (2)If adopted by the board of directors, either by the shareholders or […]
47-1A-1101. Definitions. Terms used in §§47-1A-1101 to 47-1A-1108, inclusive, mean: (1)”Merger,” a business combination pursuant to §§47-1A-1102 to 47-1A-1102.5, inclusive; (2)”Party to a merger” or “party to a share exchange,” any domestic or foreign corporation or eligible entity that will: (a)Merge under a plan of merger; (b)Acquire shares or eligible interests of another corporation or […]
47-1A-1102. Merger allowed generally. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in […]
47-1A-1102.1. Foreign business corporation or foreign eligible entities allowed to parties to merger. A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign […]
47-1A-1102.2. Procedures for approval of merger if not in organic law of entity. If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in §§47-1A-1101 […]
47-1A-1102.3. Plan of merger–Required content. The plan of merger must include: (1)The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger; (2)The terms and conditions of the merger; (3)The […]
47-1A-1102.4. Plan of merger–Amendment. The plan of merger may include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to […]
