47-1A-202.1. Articles of incorporation--Optional provisions.
The articles of incorporation may set forth:
(1)The names and addresses of the individuals who are to serve as the initial directors;
(2)Provisions not inconsistent with law regarding:
(a)The purpose or purposes for which the corporation is organized;
(b)Managing the business and regulating the affairs of the corporation;
(c)Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(d)A par value for authorized shares or classes of shares; and
(e)The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3)Any provision that under this chapter is required or permitted to be set forth in the bylaws;
(4)A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled; an intentional infliction of harm on the corporation or the shareholders; a violation of §47-1A-833; or an intentional violation of criminal law;
(5)A provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision 47-1A-850(5), to any person for any action taken, or any failure to take any action, as a director, except liability for receipt of a financial benefit to which the director is not entitled; an intentional infliction of harm on the corporation or its shareholders; a violation of §47-1A-833.1; or an intentional violation of criminal law; and
(6)Any provision limiting or denying preemptive rights to acquire additional or treasury shares of the corporation.
Source: SL 2005, ch 239, §29.
Structure South Dakota Codified Laws
Chapter 01A - South Dakota Business Corporation Act
Section 47-1A-101 - Short title.
Section 47-1A-120 - Requirements for documents.
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-140 - Chapter definitions.
Section 47-1A-141 - Type of notice--Written or oral.
Section 47-1A-141.1 - Method of notice.
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-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-207 - Emergency bylaws.
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-403 - Foreign corporation--Registration of corporate name.
Section 47-1A-403.1 - Foreign corporation--Renewal of registration of corporate name.
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-602.1 - Terms of class or series determined by board of directors.
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-621.1 - 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-625.2 - Signatures on certificate--Seal.
Section 47-1A-626 - Shares without certificates.
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-640.2 - Factors used to measure effect of distribution.
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-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-709 - Shareholders' meeting--Remote communication--Requirements.
Section 47-1A-720 - Shareholders' list for meeting.
Section 47-1A-721 - Voting entitlement of shares.
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-722.5 - 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-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.
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-740 - Subpart definitions.
Section 47-1A-743 - Stay of proceedings.
Section 47-1A-744.2 - Factors not pertinent to determining independence of directors.
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-821 - Action without meeting.
Section 47-1A-822 - Notice of meeting.
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-825.3 - Absent or disqualified committee member--Appointment of alternate member.
Section 47-1A-830 - Standards of conduct for directors.
Section 47-1A-830.1 - Director reliance on performance or information supplied by specified persons.
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-833 - Directors' liability for unlawful distributions.
Section 47-1A-833.1 - Contribution or recoupment--Limitation of action.
Section 47-1A-841 - Duties of officers.
Section 47-1A-842 - Standards of conduct for officers.
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-861.1 - 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-862.2 - Quorum of qualified directors.
Section 47-1A-862.3 - Qualified director defined.
Section 47-1A-863 - Shareholders' action respecting transaction--Effectiveness.
Section 47-1A-863.1 - Quorum of qualified shareholders.
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 business corporation.
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-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-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-924.2 - Owner liability of shareholder in domesticated foreign corporation.
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 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-950.5 - 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-952 - Action on a plan of entity conversion.
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-956 - Abandonment of an entity conversion.
Section 47-1A-957 - Cooperative converted to business corporation.
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-1008 - Amendment pursuant to reorganization.
Section 47-1A-1009 - Effect of amendment.
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-1102.2 - 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-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-1104 - Action on a plan of merger or share exchange.
Section 47-1A-1105 - Merger between parent and subsidiary or between subsidiaries.
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-1107.3 - Effect of merger on surviving foreign corporation or foreign eligible entity.
Section 47-1A-1108 - Abandonment of a merger or share exchange.
Section 47-1A-1201 - Disposition of assets not requiring shareholder approval.
Section 47-1A-1202 - Shareholder approval of certain dispositions.
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-1301 - Definitions.
Section 47-1A-1302 - Right to appraisal.
Section 47-1A-1302.1 - Limitations on availability of appraisal rights.
Section 47-1A-1302.3 - Challenge of specified completed corporate actions--Limitation.
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 - Court action.
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-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-1407.2 - Enforcement of claims against dissolved corporations.
Section 47-1A-1409 - Director duties.
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-1431.1 - Shareholders as parties.
Section 47-1A-1431.2 - Authority of court until full hearing held.
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-1434.2 - Agreement on fair value and terms of purchase of shares.
Section 47-1A-1434.4 - Order directing purchase of shares--Terms and conditions--Fees and expenses.
Section 47-1A-1434.5 - Dismissal of petition to dissolve corporation.
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-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-1506.1 - Corporate name--Distinguishable from specified names.
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-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-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.