59-12-31. Operation of entity or business.
Subject to the terms of the governing instrument of an entity or an entity ownership interest, and unless the power of attorney otherwise provides, language in a power of attorney granting general authority regarding operation of an entity or business authorizes the agent to:
(1)Operate, buy, sell, enlarge, reduce, or terminate an ownership interest;
(2)Perform a duty or discharge a liability and exercise in person or by proxy a right, power, privilege, or option that the principal has, may have, or claims to have;
(3)Enforce the terms of an ownership agreement;
(4)Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party because of an ownership interest;
(5)Exercise in person or by proxy, or enforce by litigation or otherwise, a right, power, privilege, or option the principal has or claims to have as the holder of stocks and bonds;
(6)Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party concerning stocks and bonds;
(7)With respect to an entity or business owned solely by the principal:
(a)Continue, modify, renegotiate, extend, and terminate a contract made by or on behalf of the principal with respect to the entity or business;
(b)Determine:
(i)The location of its operation;
(ii)The nature and extent of its business;
(iii)The methods of manufacturing, selling, merchandising, financing, accounting, and advertising employed in its operation;
(iv)The amount and types of insurance carried; and
(v)The mode of engaging, compensating, and dealing with its employees and accountants, attorneys, or other advisors;
(c)Change the name or form of organization under which the entity or business is operated and enter into an ownership agreement with other persons to take over all or part of the operation of the entity or business; and
(d)Demand and receive money due or claimed by the principal or on the principal's behalf in the operation of the entity or business and control and disburse the money in the operation of the entity or business;
(8)Put additional capital into an entity or business in which the principal has an interest;
(9)Join in a plan of reorganization, consolidation, conversion, domestication, or merger of the entity or business;
(10)Sell or liquidate all or part of an entity or business;
(11)Establish the value of an entity or business under a buy-out agreement to which the principal is a party;
(12)Prepare, sign, file, and deliver reports, compilations of information, returns, or other papers with respect to an entity or business and make related payments; and
(13)Pay, compromise, or contest taxes, assessments, fines, or penalties and perform any other act to protect the principal from illegal or unnecessary taxation, assessments, fines, or penalties, with respect to an entity or business, including attempts to recover, in any manner permitted by law, money paid before or after the execution of the power of attorney.
Source: SL 2020, ch 214, ยง 31.
Structure South Dakota Codified Laws
Chapter 12 - Uniform Power Of Attorney Act
Section 59-12-1 - Definitions.
Section 59-12-2 - Applicability.
Section 59-12-3 - Durable power of attorney.
Section 59-12-4 - Execution of power of attorney.
Section 59-12-5 - Validity of power of attorney.
Section 59-12-6 - Meaning and effect of power of attorney.
Section 59-12-8 - When power of attorney is effective.
Section 59-12-9 - Termination of power of attorney or agent's authority.
Section 59-12-10 - Coagents and successor agents.
Section 59-12-11 - Reimbursement and compensation of agent.
Section 59-12-12 - Agent's acceptance.
Section 59-12-13 - Agent's duties.
Section 59-12-14 - Exoneration of agent.
Section 59-12-15 - Judicial relief.
Section 59-12-16 - Agent's liability.
Section 59-12-17 - Agent's resignation--Notice.
Section 59-12-18 - Acceptance of and reliance upon acknowledged power of attorney.
Section 59-12-19 - Liability for refusal to accept acknowledged power of attorney.
Section 59-12-20 - Principles of law and equity.
Section 59-12-21 - Laws applicable to financial institutions and entities.
Section 59-12-22 - Remedies under other law.
Section 59-12-23 - Authority that requires specific grant--Grant of general authority.
Section 59-12-24 - Incorporation of authority.
Section 59-12-25 - Construction of authority generally.
Section 59-12-26 - Real property.
Section 59-12-27 - Tangible personal property.
Section 59-12-28 - Stocks and bonds.
Section 59-12-29 - Commodities and options.
Section 59-12-30 - Banks and other financial institutions.
Section 59-12-31 - Operation of entity or business.
Section 59-12-32 - Insurance and annuities.
Section 59-12-33 - Estates, trusts, and other beneficial interests.
Section 59-12-34 - Claims and litigation.
Section 59-12-35 - Personal and family maintenance.
Section 59-12-36 - Benefits from governmental programs or civil or military service.
Section 59-12-37 - Retirement plans.
Section 59-12-40 - Effect on existing powers of attorney.
Section 59-12-41 - Statutory form--Power of attorney.