South Dakota Codified Laws 47-1A-1201. Disposition of assets not requiring shareholder approval
No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:
(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;
Terms Used In South Dakota Codified Laws 47-1A-1201
- 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.
- 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
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
(2) To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation’s assets, whether or not in the usual and regular course of business;
(3) To transfer any or all of the corporation’s assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4) To distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares.
Source: SL 2005, ch 239, § 272.