South Dakota Codified Laws
Chapter 27 - Foreign Nonprofit Corporations
Section 47-27-12 - Failure to obtain certificate as barring suit within state.

47-27-12. Failure to obtain certificate as barring suit within state.
No foreign corporation which is doing or engaging in any business in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until such corporation shall have obtained a certificate of authority. Nor shall any action, suit, or proceeding be maintained in any court of this state by any successor or assignee of such corporation on any right, claim, or demand arising out of the conduct of affairs by such corporation in this state, until a certificate of authority shall have been obtained by such corporation or by a corporation which has acquired all or substantially all of its assets.

Source: SL 1965, ch 24, ยง82.

Structure South Dakota Codified Laws

South Dakota Codified Laws

Title 47 - Corporations

Chapter 27 - Foreign Nonprofit Corporations

Section 47-27-1 - Certificate of authority to do business--Application--Contents of application--Forms--Execution.

Section 47-27-2 - Delivery of application to secretary of state.

Section 47-27-3 - Approval by secretary of state--Endorsement and filing.

Section 47-27-4 - Issuance of certificate of authority--Authority conferred by certificate.

Section 47-27-5 - Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited.

Section 47-27-6 - Certificate as conferring no greater rights than those enjoyed by local corporations.

Section 47-27-7 - Corporate name as affecting right to certificate--Purpose indicated by name.

Section 47-27-8 - Name similar to or same as other corporation.

Section 47-27-9 - Change of name to prohibited name--Suspension of certificate of authority.

Section 47-27-10 - Certificate as not authorizing acts prohibited locally.

Section 47-27-11 - Certificate as requisite for doing business.

Section 47-27-12 - Failure to obtain certificate as barring suit within state.

Section 47-27-13 - Failure to obtain certificate as not barring defense to action within state.

Section 47-27-14 - Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general.

Section 47-27-17 - Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority.

Section 47-27-18 - Annual reports by foreign corporations.

Section 47-27-29 - Contract or tort within state as consent to serve secretary of state.

Section 47-27-32 - Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.

Section 47-27-33 - Endorsement and filing by secretary of state--Issuance of certificate of withdrawal.

Section 47-27-34 - Cessation of authority to conduct local business.

Section 47-27-35 - Revocation of certificate of authority--Grounds for revocation.

Section 47-27-36 - Notice and procedure for revocation--Time for notice--Corrective action by corporation.

Section 47-27-37 - Issuance and filing of certificate of revocation--Notice to corporation.

Section 47-27-38 - Cessation of authority to do business locally.