47-14A-93. Conversion of business trust to other business entity.
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 business trust, the conversion shall be authorized as specified in the governing instrument. If the governing instrument does not specify the manner of authorizing a conversion of the business trust and does not prohibit a conversion of the business trust, the conversion shall be authorized in the same manner as is specified in the governing instrument for authorizing a merger or consolidation that involves the business trust as a constituent party to the merger or consolidation. If the governing instrument does not specify the manner of authorizing a conversion of the business trust or a merger or consolidation that involves the business trust as a constituent party and does not prohibit a conversion of the business trust, the conversion shall be authorized by the approval by all of the beneficial owners and all of the trustees. When the conversion of a business trust has become effective, the business trust shall file a certificate of cancellation in the Office of the Secretary of State in accordance with this chapter. Unless otherwise agreed, the conversion of a business trust to an other business entity pursuant to this section shall not require such business trust to wind up its affairs under §§47-14A-35 to 47-14A-41, inclusive, or pay its liabilities and distribute its assets under §§47-14A-35 to 47-14A-41, inclusive. In connection with a conversion of a business trust to an other business entity pursuant to this section, rights or securities of, or interests in, the business trust which is to be converted may be exchanged for or converted into cash, property, rights, or securities of, or interests in the other business entity into which the business trust is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, any other business entity.
Source: SL 2001, ch 245, §93.
Structure South Dakota Codified Laws
Chapter 14A - South Dakota Business Trust Act
Section 47-14A-1 - Definitions.
Section 47-14A-2 - Beneficial owner's contribution to business trust--Contribution not required.
Section 47-14A-4 - Penalties or consequences for failure to make contribution.
Section 47-14A-5 - Liability of beneficial owners.
Section 47-14A-6 - Liability of trustees.
Section 47-14A-7 - Liability of officers, employees, and others managing business of trust.
Section 47-14A-8 - Usury not a defense against beneficial owner's obligation.
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-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-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-25 - Provisions of governing instrument.
Section 47-14A-29 - Action by trustees--Notice and meeting not necessary if consent exists--Proxy.
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-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-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-38 - Powers of trust managers upon dissolution of trust.
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-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-48 - Termination of certificate containing future effective date.
Section 47-14A-49 - Execution of certificates.
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-54 - Fees paid at request of secretary or upon filing of certificate.
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-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-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-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-80 - Beneficial owners entitled to obtain certain information.
Section 47-14A-81 - Trustees entitled to examine certain information.
Section 47-14A-82 - Trustees authorized to keep certain information confidential.
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-89 - Conversion deemed continuation of business entity as business trust.
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.