47-1A-951.1. Plan of entity conversion--Amendments.
The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change:
(1)The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received under the plan by the shareholders;
(2)The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to §47-1A-1005; or
(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
Source: SL 2005, ch 239, §222.
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.