47-25-11. Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation.
If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall:
(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;
(2)File the original in his office; and
(3)Issue a certificate of merger or a certificate of consolidation to which he shall affix the copy.
The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto, shall be returned to the surviving or new corporation, as the case may be, or its representative.
Source: SL 1965, ch 24, §43; SL 1989, ch 393, §28.
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.