47-25-1. Merger of corporations--Plan of merger--Contents of plan.
Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.
Each corporation shall adopt a plan of merger setting forth:
(1)The names of the corporation proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;
(2)The terms and conditions of the proposed merger;
(3)A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger;
(4)Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
Source: SL 1965, ch 24, ยง40.
Structure South Dakota Codified Laws
Chapter 25 - Nonprofit Corporations--Reorganization
Section 47-25-1 - Merger of corporations--Plan of merger--Contents of plan.
Section 47-25-2 - Amendment of surviving corporation's articles.
Section 47-25-3 - Consolidation of corporations--Plan of consolidation--Contents of plan.
Section 47-25-4 - Articles of consolidation as governing new corporation.
Section 47-25-5 - Adoption of plan of merger or consolidation.
Section 47-25-7 - Two-thirds vote required for approval.
Section 47-25-8 - Corporations having no members entitled to vote--Approval by directors.
Section 47-25-9 - Abandonment of merger or consolidation plan.
Section 47-25-12 - Effective date of merger or consolidation.
Section 47-25-13 - Formation of single corporation--Surviving corporation.
Section 47-25-14 - Cessation of previous corporate existence.
Section 47-25-15 - Rights and duties of surviving corporation.
Section 47-25-18 - Merger or consolidation involving foreign corporation.
Section 47-25-21 - Effect of merger or consolidation of foreign and domestic corporation.
Section 47-25-22 - Surviving corporation as governed by foreign law.
Section 47-25-23 - Abandonment of merger or consolidation.
Section 47-25-24 - Transfer of substantially all corporate assets.
Section 47-25-25 - Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.
Section 47-25-26 - Authorization of transfer by members--Two-thirds vote required.
Section 47-25-27 - Abandonment of transfer plan after vote of members--Rights of third parties.
Section 47-25-28 - Authorization for transfer in corporation having no members entitled to vote.