47-25-3. Consolidation of corporations--Plan of consolidation--Contents of plan.
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
Each corporation shall adopt a plan of consolidation setting forth:
(1)The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(2)The terms and conditions of the proposed consolidation;
(3)With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under chapter 47-22;
(4)Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Source: SL 1965, ch 24, ยง41.
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.