47-27-1. Certificate of authority to do business–Application–Contents of application–Forms–Execution. Any foreign corporation, in order to procure a certificate of authority to engage in business in this state, shall make application to the secretary of state, which application shall set forth: (1)The name of the corporation and the state or country under the laws of which […]
47-27-10. Certificate as not authorizing acts prohibited locally. No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in this state any affairs which a corporation organized under chapter 47-22 is prohibited from conducting. Source: SL 1965, ch 24, §65.
47-27-11. Certificate as requisite for doing business. No foreign corporation shall have the right to do or engage in any business in this state until it shall have procured a certificate of authority so to do from the secretary of state. Source: SL 1965, ch 24, §65.
47-27-12. Failure to obtain certificate as barring suit within state. No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. […]
47-27-13. Failure to obtain certificate as not barring defense to action within state. The failure of a foreign corporation to obtain a certificate of authority to do or engage in any business in this state shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from […]
47-27-14. Liability for doing business in state without certificate–Fees and reports–Interest and penalties–Action by attorney general. A foreign corporation which does or engages in any business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it did or engaged in any business […]
47-27-17. Circumstances under which new certificate of authority is necessary–Change of corporate name–Additional corporate purposes–Application for new certificate of authority. Any foreign corporation authorized to do or engage in business in this state shall procure an amended certificate of authority if it changes its corporate name or desires to pursue other or additional purposes than […]
47-27-18. Annual reports by foreign corporations. Any foreign corporation authorized to engage in business in this state, shall file an annual report pursuant to §§59-11-24 to 59-11-26, inclusive. Source: SL 1965, ch 24, §83; SL 1966, ch 21; SL 1967, ch 14, §3; SL 1989, ch 393, §40; SL 2004, ch 280, §10; SL 2008, […]
47-27-2. Delivery of application to secretary of state. The original application for a certificate of authority shall be delivered to the secretary of state, together with a certificate of existence (or a document of similar import) duly acknowledged by the secretary of state or other official having custody of corporate records in the state or […]
47-27-29. Contract or tort within state as consent to serve secretary of state. If a foreign corporation makes a contract with a resident of South Dakota to be performed in whole or in part by either party in South Dakota, or if such foreign corporation commits a tort in whole or in part in South […]
47-27-3. Approval by secretary of state–Endorsement and filing. If the secretary of state finds that an application delivered to him pursuant to §47-27-2 conforms to law, when all fees have been paid as prescribed in chapter 47-28, he shall: (1)Endorse the word “filed” on the original and the copy and the month, day, and year […]
47-27-32. Withdrawal of foreign corporation from state–Certificate of withdrawal–Application to secretary of state–Contents of application. Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the […]
47-27-33. Endorsement and filing by secretary of state–Issuance of certificate of withdrawal. The original application for withdrawal shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed […]
47-27-34. Cessation of authority to conduct local business. Upon the issuance of a certificate of withdrawal pursuant to §47-27-33, the authority of the corporation to conduct affairs in this state shall cease. Source: SL 1965, ch 24, §79.
47-27-35. Revocation of certificate of authority–Grounds for revocation. The certificate of authority of a foreign corporation to do or engage in any business in this state may be revoked by the secretary of state upon the conditions prescribed in §47-27-36 when: (1)The corporation has failed to file its annual report within the time required or […]
47-27-36. Notice and procedure for revocation–Time for notice–Corrective action by corporation. No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless: (1)He shall have given the corporation not less than sixty days’ notice thereof by mail addressed to its registered office in this state; and (2)The corporation shall […]
47-27-37. Issuance and filing of certificate of revocation–Notice to corporation. Upon revoking any certificate of authority, the secretary of state shall: (1)Issue an original and one exact or conforming copy of a certificate of revocation; (2)File the original in his office; and (3)Mail to the corporation at its registered office in this state a notice […]
47-27-38. Cessation of authority to do business locally. Upon the issuance of such certificate of revocation, the authority of the corporation to do or engage in any business in this state shall cease. Source: SL 1965, ch 24, §81.
47-27-4. Issuance of certificate of authority–Authority conferred by certificate. Upon the issuance of a certificate of authority by the secretary of state, the corporation shall be authorized to do or engage in any business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend […]
47-27-5. Circumstances under which certificate may not be denied–Difference between local and foreign law–Regulation of internal affairs of corporation prohibited. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such corporation is organized governing its organization and internal […]
