South Dakota Codified Laws 47-1A-955. Effect of entity conversion
When a conversion under §§ 47-1A-950 to 47-1A-956, inclusive, becomes effective:
(1) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment;
Terms Used In South Dakota Codified Laws 47-1A-955
- 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.
- Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
- 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 converting entity remain the liabilities of the surviving entity;
(3) An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred;
(4) In the case of a surviving entity that is a filing entity, its articles of incorporation or public organic document and its private organic document become effective;
(5) In the case of a surviving entity that is a nonfiling entity, its private organic document becomes effective;
(6) The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities, or into cash or other property in accordance with the plan of conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights that they may have under the organic law of the converting entity; and
(7) The surviving entity is deemed to:
(a) Be incorporated or organized under and subject to the organic law of the converting entity for all purposes;
(b) Be the same corporation or unincorporated entity without interruption as the converting entity; and
(c) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
Source: SL 2005, ch 239, § 230.