South Dakota Codified Laws 47-1A-924. Effect of domestication
When a domestication becomes effective:
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;
Terms Used In South Dakota Codified Laws 47-1A-924
- Appraisal: A determination of property value.
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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) The liabilities of the corporation remain the liabilities of the corporation;
(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;
(4) The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;
(5) The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and
(6) The corporation is deemed to:
(a) Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;
(b) Be the same corporation without interruption as the domesticating corporation; and
(c) Have been incorporated on the date the domesticating corporation was originally incorporated.
Source: SL 2005, ch 239, § 209.