South Dakota Codified Laws 47-1A-953.2. Foreign unincorporated entity converted to domestic business corporation–Articles of entity conversion–Content
After the conversion of a foreign unincorporated entity to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion shall be executed on behalf of the foreign unincorporated entity by any officer or other duly authorized representative. The articles shall:
(1) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which shall be a name that satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3, inclusive;
Terms Used In South Dakota Codified Laws 47-1A-953.2
- 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.
- Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
(2) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction;
(3) Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and
(4) Either contain all of the provisions that § 47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that § 47-1A-202.1 permits to be included in articles of incorporation, or have attached articles of incorporation. However, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted.
Source: SL 2005, ch 239, § 227.