§ 47-25-1 Merger of corporations–Plan of merger–Contents of plan
§ 47-25-2 Amendment of surviving corporation’s articles
§ 47-25-3 Consolidation of corporations–Plan of consolidation–Contents of plan
§ 47-25-4 Articles of consolidation as governing new corporation
§ 47-25-5 Adoption of plan of merger or consolidation
§ 47-25-6 Resolution of merger or consolidation–Submission to members–Notice of proposed plan
§ 47-25-7 Two-thirds vote required for approval
§ 47-25-8 Corporations having no members entitled to vote–Approval by directors
§ 47-25-9 Abandonment of merger or consolidation plan
§ 47-25-10 Approval of articles of merger or consolidation–Contents of approval–Delivery tosecretary of state
§ 47-25-11 Endorsement and approval by secretary of state–Issuance of certificate of merger orconsolidation
§ 47-25-12 Effective date of merger or consolidation
§ 47-25-13 Formation of single corporation–Surviving corporation
§ 47-25-14 Cessation of previous corporate existence
§ 47-25-15 Rights and duties of surviving corporation
§ 47-25-16 Transfer of assets and liabilities to surviving corporation–Title to real estate
§ 47-25-17 New corporation as responsible for claims and liabilities–Preexisting rights unimpaired
§ 47-25-18 Merger or consolidation involving foreign corporation
§ 47-25-19 Compliance with local law by local corporation–Compliance with foreign law by foreigncorporation
§ 47-25-20 Compliance with local law by surviving corporation–Submission to service of processlocally
§ 47-25-21 Effect of merger or consolidation of foreign and domestic corporation
§ 47-25-22 Surviving corporation as governed by foreign law
§ 47-25-23 Abandonment of merger or consolidation
§ 47-25-24 Transfer of substantially all corporate assets
§ 47-25-25 Vote upon transfer of corporate assets–Notice of meeting–Contents of notice
§ 47-25-26 Authorization of transfer by members–Two-thirds vote required
§ 47-25-27 Abandonment of transfer plan after vote of members–Rights of third parties
non profit

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Terms Used In South Dakota Codified Laws > Title 47 > Chapter 25 - Nonprofit Corporations--Reorganization

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Fiduciary: A trustee, executor, or administrator.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
  • Quorum: The number of legislators that must be present to do business.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Trustee: A person or institution holding and administering property in trust.
  • written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2