South Dakota Codified Laws
Chapter 27 - Foreign Nonprofit Corporations
Section 47-27-32 - Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.

47-27-32. Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application.
Any foreign corporation authorized to engage in business in this state may withdraw from this state after obtaining from the secretary of state a certificate of withdrawal. To obtain a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:
(1)The name of the corporation and the state or country under whose laws it is incorporated;
(2)That the corporation is not doing or engaging in any business in this state;
(3)That the corporation surrenders its authority to do or engage in any business in this state;
(4)That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on such corporation by service thereof on the secretary of state; and
(5)A post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on him.
The original application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the chairman of the board, by the corporation's president or by another of the corporation's officers, or, if the corporation is in the hands of a receiver, trustee or by other court-appointed fiduciary, by that fiduciary.

Source: SL 1965, ch 24, §78; SL 1989, ch 393, §43; SL 2012, ch 222, §10.

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.