47-26-5. Manner of distribution of assets--Particular assets--Remaining assets.
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(1)All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;
(2)Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(3)Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;
(4)Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
(5)Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.
Source: SL 1965, ch 24, ยง48.
Structure South Dakota Codified Laws
Chapter 26 - Nonprofit Corporations--Dissolution And Liquidation
Section 47-26-1 - Procedure for dissolution.
Section 47-26-3 - Dissolution by board of directors in corporation without members entitled to vote.
Section 47-26-5 - Manner of distribution of assets--Particular assets--Remaining assets.
Section 47-26-6 - Plan for distribution of assets--Adoption of plan.
Section 47-26-6.1 - Notice to attorney general.
Section 47-26-7 - Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required.
Section 47-26-8 - Adoption of plan by corporation having no members entitled to vote.
Section 47-26-9 - Articles of dissolution--Time for adoption--Contents.
Section 47-26-11 - Cessation of corporate existence--Exceptions.
Section 47-26-12 - Revocation of dissolution action--Procedure.
Section 47-26-14 - Revocation in corporation having no members entitled to vote.
Section 47-26-15 - Effect of adoption of revocation resolution.
Section 47-26-19 - Venue of attorney general's action--Service of process.
Section 47-26-20 - Service by publication--Contents of publication--Newspaper of publication.
Section 47-26-22 - Power of court in liquidation proceedings--Actions by member or director.
Section 47-26-23 - Power of court in liquidation proceedings--Action by creditor.
Section 47-26-24 - Power of court in liquidation proceedings--Application by corporation.
Section 47-26-25 - Power of court in liquidation proceedings--Action by attorney general.
Section 47-26-26 - Venue of actions.
Section 47-26-27 - Proper parties to action.
Section 47-26-28 - Preservation of corporate assets--Injunctions and receivers.
Section 47-26-31 - Expenses of liquidation--Compensation of receiver--Attorneys' fees.
Section 47-26-32 - Capacity of receiver to sue and be sued--Jurisdiction of court.
Section 47-26-33 - Qualifications of receiver--Bond.
Section 47-26-35 - Discontinuance of liquidation proceedings--Redelivery of assets to corporation.
Section 47-26-36 - Decree of involuntary dissolution--Cessation of corporate existence.
Section 47-26-37 - Copy of decree filed with secretary of state--Fee.
Section 47-26-40 - Dissolution by expiration of period of duration--Extension of period of duration.