South Dakota Codified Laws 47-1A-1501. Authority to transact business required
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Office of the Secretary of State. The following activities, among others, do not constitute transacting business within the meaning of this section:
(1) Maintaining, defending, or settling any proceeding;
Terms Used In South Dakota Codified Laws 47-1A-1501
- 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.
- Personal property: All property that is not real property.
- Personal property: includes money, goods, chattels, things in action, and evidences of debt. See South Dakota Codified Laws 2-14-2
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See South Dakota Codified Laws 47-1A-140
- Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning, without more, real or personal property;
(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and
(11) Transacting business in interstate commerce.
Source: SL 2005, ch 239, § 347.