§ 47-1A-101 Short title
§ 47-1A-120 Requirements for documents
§ 47-1A-120.1 Terms of plan or filed document dependent on extrinsic facts–Applicable provisions
§ 47-1A-120.2 Provision of filed document dependent on extrinsic fact but fact not ascertainable by reference or shareholders not noticed of fact–Article of amendment
§ 47-1A-120.3 Dependency on extrinsic facts prohibited for specified provisions of plan or filed document
§ 47-1A-121 Forms
§ 47-1A-122 Fees for filing and service
§ 47-1A-122.1 Copying and certification fees
§ 47-1A-123 Effective time and date of document–Exceptions
§ 47-1A-123.1 Delayed effective time and date of document
§ 47-1A-124 Correction filed document–Circumstances when allowed
§ 47-1A-124.1 Correction of filed document–Procedure
§ 47-1A-124.2 Articles of correction–Effective date
§ 47-1A-125 Filing duty of Office of Secretary of State
§ 47-1A-126 Appeal from Office of Secretary of State’s refusal to file document
§ 47-1A-127 Evidentiary effect of copy of filed document
§ 47-1A-128 Certificate of existence
§ 47-1A-129 Penalty for signing false document
§ 47-1A-140 Chapter definitions
§ 47-1A-141 Type of notice–Written or oral
§ 47-1A-141.1 Method of notice
§ 47-1A-141.2 Effective date of written notice by domestic or foreign corporation to shareholder
§ 47-1A-141.3 Address of written notice
§ 47-1A-141.4 Effective date of written notice–Exception
§ 47-1A-141.5 Notice requirements governing particular circumstances
§ 47-1A-142 Number of shareholders
§ 47-1A-201 Incorporators
§ 47-1A-202 Articles of incorporation–Required provisions
§ 47-1A-202.1 Articles of incorporation–Optional provisions
§ 47-1A-202.2 Articles of incorporation–Corporate powers
§ 47-1A-202.3 Articles of incorporation–Extrinsic facts
§ 47-1A-203 Incorporation
§ 47-1A-204 Liability for pre-incorporation transactions
§ 47-1A-205 Organization of corporation
§ 47-1A-206 Bylaws
§ 47-1A-207 Emergency bylaws
§ 47-1A-301 Purposes
§ 47-1A-302 General powers
§ 47-1A-303 Emergency powers
§ 47-1A-304 Ultra vires
§ 47-1A-401 Corporate name–Use of particular words–Purpose
§ 47-1A-401.1 Corporate name–Distinguishable from specified names–Exceptions
§ 47-1A-401.2 Corporate name–Application to use name not distinguishable from specified names–Authorization
§ 47-1A-401.3 Corporate name–Use of name upon merger, reorganization, or acquisition of assets
§ 47-1A-402 Reserved name
§ 47-1A-403 Foreign corporation–Registration of corporate name
§ 47-1A-403.1 Foreign corporation–Renewal of registration of corporate name
§ 47-1A-403.2 Foreign corporation–Qualification under registered name–Use of name by another–Termination
§ 47-1A-601 Authorized shares in articles of incorporation–Class or series–Terms
§ 47-1A-601.1 Classes or series of shares articles of incorporation required to authorize
§ 47-1A-601.2 Classes or series of shares articles of incorporation may authorize
§ 47-1A-602 Classification or reclassification of unissued shares determined by board of directors
§ 47-1A-602.1 Terms of class or series determined by board of directors
§ 47-1A-603 Issuance of shares–Outstanding until reacquired, redeemed, converted, or cancelled
§ 47-1A-603.1 Outstanding shares–Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required
§ 47-1A-604 Fractional shares–Scrip
§ 47-1A-604.1 Scrip–Label on certificate–Information
§ 47-1A-604.2 Rights of holder of fractional share–Scrip
§ 47-1A-604.3 Issuance of script–Authorization by board of directors–Conditions
§ 47-1A-620 Subscription for shares before incorporation
§ 47-1A-621 Issuance of shares by board of directors–Powers reserved to shareholders
§ 47-1A-621.1 Issuance of shares requiring approval of shareholders
§ 47-1A-622 Liability of shareholders
§ 47-1A-623 Share dividends
§ 47-1A-624 Share options
§ 47-1A-625 Form and content of certificates generally
§ 47-1A-625.1 Certificate requirements when corporation authorized to issue different classes of shares or different series within a class
§ 47-1A-625.2 Signatures on certificate–Seal
§ 47-1A-626 Shares without certificates
§ 47-1A-627 Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements–Effect on shares
§ 47-1A-627.1 Purposes for which restriction on transfer of shares and registration of transfer of shares authorized–Validity and enforceability of restriction
§ 47-1A-627.2 Terms of restriction on transfer or registration of transfer of shares
§ 47-1A-628 Expense of issue
§ 47-1A-630 Shareholders’ preemptive rights
§ 47-1A-631 Corporation’s acquisition of its own shares
§ 47-1A-640 Distributions to shareholders authorized–Distribution entitlement date
§ 47-1A-640.1 Distribution to shareholders prohibited if certain financial conditions result
§ 47-1A-640.2 Factors used to measure effect of distribution
§ 47-1A-640.3 Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor
§ 47-1A-701 Annual meeting
§ 47-1A-702 Special meeting
§ 47-1A-703 Court-ordered meeting
§ 47-1A-704 Action without meeting
§ 47-1A-704.1 Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders
§ 47-1A-705 Notice of meeting
§ 47-1A-706 Waiver of notice
§ 47-1A-707 Record date
§ 47-1A-708 Conduct of the meeting
§ 47-1A-709 Shareholders’ meeting–Remote communication–Requirements
§ 47-1A-720 Shareholders’ list for meeting
§ 47-1A-721 Voting entitlement of shares
§ 47-1A-721.1 Limitation on voting entitlement of shares when owned by a second corporation–Shares held in fiduciary capacity
§ 47-1A-721.2 Voting entitlement of redeemable shares
§ 47-1A-722 Voting shares in person or by proxy–Appointment of proxy
§ 47-1A-722.1 Effective date and duration of appointment of proxy
§ 47-1A-722.2 Appointment of proxy revocable–Exception
§ 47-1A-722.3 Death or incapacity of shareholder appointing proxy
§ 47-1A-722.4 Transferee for value of shares subject to irrevocable appointment of proxy–Revocation
§ 47-1A-722.5 Acceptance of proxy’s vote or other action–Limitations
§ 47-1A-723 Shares held by nominees
§ 47-1A-724 Corporation’s acceptance of votes
§ 47-1A-724.1 Corporation’s rejection of votes–Liability for acceptance or rejection–Validity of corporate action
§ 47-1A-725 Quorum and voting requirements for voting groups
§ 47-1A-726 Action by single and multiple voting groups
§ 47-1A-727 Greater quorum or voting requirements
§ 47-1A-728 Cumulative voting for directors
§ 47-1A-729 Inspectors of election
§ 47-1A-730 Voting trusts–Creation–Effective date and duration
§ 47-1A-730.1 Extension of voting trust for additional terms–Agreement
§ 47-1A-731 Voting agreements
§ 47-1A-732 Shareholder agreements–Effectiveness
§ 47-1A-732.1 Form, approval, amendment, and term of shareholder agreements
§ 47-1A-732.2 Existence of agreement to be noted on certificate–Right of rescission on purchase of shares without notice of agreement
§ 47-1A-732.3 Limitations on effectiveness of agreement–Amendment to articles of incorporation or bylaws
§ 47-1A-732.4 Liability of directors limited to extent discretion or powers limited by agreement
§ 47-1A-732.5 Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation
§ 47-1A-732.6 Incorporators or subscribers for shares to act as shareholders with respect to agreement
§ 47-1A-740 Subpart definitions
§ 47-1A-741 Standing
§ 47-1A-742 Demand
§ 47-1A-743 Stay of proceedings
§ 47-1A-744 Dismissal upon determination that maintenance of proceeding not in best interests of corporation
§ 47-1A-744.1 Groups authorized to make determination that maintenance of proceeding not in best interest of corporation
§ 47-1A-744.2 Factors not pertinent to determining independence of directors
§ 47-1A-744.3 Proceeding commenced after rejection of shareholder demand–Complaint requirements
§ 47-1A-744.4 Burden of proof dependent on whether or not board consists of independent directors
§ 47-1A-744.5 Appointment of panel to make determination–Burden of proof
§ 47-1A-745 Discontinuance or settlement
§ 47-1A-746 Payment of expenses
§ 47-1A-747 Applicability to foreign corporations
§ 47-1A-801 Requirement for and duties of board of directors
§ 47-1A-802 Qualifications of directors
§ 47-1A-803 Number and election of directors
§ 47-1A-804 Election of directors by certain classes of shareholders
§ 47-1A-805 Terms of directors generally
§ 47-1A-806 Staggered terms for directors
§ 47-1A-807 Resignation of directors
§ 47-1A-808 Removal of directors by shareholders
§ 47-1A-809 Removal of directors by judicial proceeding
§ 47-1A-810 Vacancy on board
§ 47-1A-811 Compensation of directors
§ 47-1A-820 Meetings
§ 47-1A-821 Action without meeting
§ 47-1A-822 Notice of meeting
§ 47-1A-823 Waiver of notice
§ 47-1A-824 Quorum and voting
§ 47-1A-824.1 Director presence assent to action taken–Exceptions
§ 47-1A-825 Committees–Creation–Appointment of members
§ 47-1A-825.1 Powers of committees
§ 47-1A-825.2 Acts relating to committees not compliance by director with standards of conduct
§ 47-1A-825.3 Absent or disqualified committee member–Appointment of alternate member
§ 47-1A-830 Standards of conduct for directors
§ 47-1A-830.1 Director reliance on performance or information supplied by specified persons
§ 47-1A-831 Standards of liability for directors
§ 47-1A-831.1 Specific burdens when seeking specified money damages or payment
§ 47-1A-833 Directors’ liability for unlawful distributions
§ 47-1A-833.1 Contribution or recoupment–Limitation of action
§ 47-1A-840 Officers
§ 47-1A-841 Duties of officers
§ 47-1A-842 Standards of conduct for officers
§ 47-1A-842.1 Reliance on performance of or information supplied by specified persons authorized in discharge of duties
§ 47-1A-842.2 Liability of officer
§ 47-1A-843 Resignation and removal of officers
§ 47-1A-844 Contract rights of officers
§ 47-1A-850 Subpart definitions
§ 47-1A-851 Permissible indemnification
§ 47-1A-851.1 Prohibited indemnification–Exception
§ 47-1A-852 Mandatory indemnification
§ 47-1A-853 Advance for expenses
§ 47-1A-854 Court-ordered indemnification and advance for expenses
§ 47-1A-855 Determination and authorization of indemnification
§ 47-1A-856 Indemnification of officers
§ 47-1A-857 Insurance
§ 47-1A-858 Variation by corporate action–Application of subpart
§ 47-1A-859 Exclusivity of subpart
§ 47-1A-860 Subpart definitions
§ 47-1A-861 Judicial action–Transaction other than director’s conflicting interest transaction
§ 47-1A-861.1 Judicial action–Director’s conflicting interest transaction
§ 47-1A-862 Directors’ action respecting transaction–Effectiveness
§ 47-1A-862.1 Sufficiency of director disclosure
§ 47-1A-862.2 Quorum of qualified directors
§ 47-1A-862.3 Qualified director defined
§ 47-1A-863 Shareholders’ action respecting transaction–Effectiveness
§ 47-1A-863.1 Quorum of qualified shareholders
§ 47-1A-863.2 Notice by director of all shares beneficially owned or voting of which is controlled by director or relative
§ 47-1A-901 Excluded transactions
§ 47-1A-902 Required approvals
§ 47-1A-920 Domestication–Foreign business corporation to be domestic business corporation
§ 47-1A-920.1 Domestication–Domestic business corporation to be foreign business corporation
§ 47-1A-920.2 Plan of domestication–Content
§ 47-1A-920.3 Plan of domestication–Amendments
§ 47-1A-920.4 Terms of plan of domestication dependent on extrinsic facts
§ 47-1A-920.5 Evidence of indebtedness or contract with merger provision containing not reference to domestication–Provision application to domestication
§ 47-1A-921 Action on a plan of domestication
§ 47-1A-921.1 Articles of domestication–Content
§ 47-1A-921.2 Articles of domestication–Filing and effectiveness
§ 47-1A-921.3 Certificate of authority to transact business by foreign corporation cancelled upon domestication
§ 47-1A-922 Articles of domestication–Execution–Content
§ 47-1A-922.1 Articles of charter surrender–Filing and effectiveness
§ 47-1A-923 Surrender of charter upon domestication
§ 47-1A-924 Effect of domestication
§ 47-1A-924.1 Effect of domestication of domestic business corporation in foreign jurisdiction
§ 47-1A-924.2 Owner liability of shareholder in domesticated foreign corporation
§ 47-1A-924.3 Owner liability only for debts arising after effective time of articles of domestication
§ 47-1A-925 Abandonment of a domestication of domestic business corporation
§ 47-1A-925.1 Abandonment of domestication of foreign business corporation
§ 47-1A-950 Domestic business corporation to become domestic unincorporated entity
§ 47-1A-950.1 Domestic business corporation to become foreign unincorporated entity
§ 47-1A-950.2 Domestic unincorporated entity to become domestic business corporation
§ 47-1A-950.3 Foreign unincorporated entity to become domestic business corporation
§ 47-1A-950.4 Evidence of indebtedness or contract applying to merger containing no reference to entity conversion–Provision application to entity conversion
§ 47-1A-951 Plan of entity conversion–Content
§ 47-1A-951.1 Plan of entity conversion–Amendments
§ 47-1A-951.2 Terms of plan of entity conversion dependent on extrinsic facts
§ 47-1A-952 Action on a plan of entity conversion
§ 47-1A-953 Domestic business corporation converted to domestic unincorporated entity–Articles of entity conversion–Content
§ 47-1A-953.1 Domestic unincorporated entity converted to domestic business corporation–Articles of entity conversion–Content
§ 47-1A-953.2 Foreign unincorporated entity converted to domestic business corporation–Articles of entity conversion–Content
§ 47-1A-953.3 Articles of entity conversion–Filing and effectiveness–Cancellation of certificate of authority
§ 47-1A-954 Surrender of charter upon conversion
§ 47-1A-955 Effect of entity conversion
§ 47-1A-955.1 Effect of conversion of domestic business to a foreign other entity
§ 47-1A-955.2 Owner liability only for debts arising after effective time of articles of entity conversion
§ 47-1A-955.3 Owner liability of an interest holder in an unincorporated entity converted to domestic business corporation
§ 47-1A-956 Abandonment of an entity conversion
§ 47-1A-957 Cooperative converted to business corporation
§ 47-1A-1001 Authority to amend
§ 47-1A-1002 Amendment before issuance of shares
§ 47-1A-1003 Amendment by board of directors and shareholders
§ 47-1A-1004 Voting on amendments by voting groups
§ 47-1A-1005 Amendment by board of directors
§ 47-1A-1006 Articles of amendment
§ 47-1A-1007 Restated articles of incorporation–Adoption
§ 47-1A-1007.1 Restated articles of incorporation–Delivery to Office of Secretary of State
§ 47-1A-1007.2 Restated articles of incorporation–Certification as articles currently in effect
§ 47-1A-1008 Amendment pursuant to reorganization
§ 47-1A-1009 Effect of amendment
§ 47-1A-1020 Amendment by board of directors or shareholders
§ 47-1A-1021 Bylaw increasing quorum or voting requirement for directors
§ 47-1A-1101 Definitions
§ 47-1A-1102 Merger allowed generally
§ 47-1A-1102.1 Foreign business corporation or foreign eligible entities allowed to parties to merger
§ 47-1A-1102.2 Procedures for approval of merger if not in organic law of entity
§ 47-1A-1102.3 Plan of merger–Required content
§ 47-1A-1102.4 Plan of merger–Amendment
§ 47-1A-1102.5 Property held in trust or for charitable purposes–Disposition by court order
§ 47-1A-1103 Share exchange generally
§ 47-1A-1103.1 Foreign corporation or eligible party allowed to be party to share exchange
§ 47-1A-1103.2 Procedures for approval of share exchange if not in organic law of entity
§ 47-1A-1103.3 Plan of share exchange–Required content
§ 47-1A-1103.4 Plan of share exchange–Amendments
§ 47-1A-1103.5 Acquisition of shares in transactions other than share exchange
§ 47-1A-1104 Action on a plan of merger or share exchange
§ 47-1A-1105 Merger between parent and subsidiary or between subsidiaries
§ 47-1A-1105.1 Parent corporation notice to subsidiary shareholders of merger effectiveness
§ 47-1A-1105.2 Provisions applicable to merger between parent and subsidiary
§ 47-1A-1106 Articles of merger or share exchange
§ 47-1A-1107 Effect of merger or share exchange
§ 47-1A-1107.1 Rights of shares of domestic corporation exchanged
§ 47-1A-1107.2 Owner liability only as in organic law and for debts arising after effective time of articles of merger or share exchange
§ 47-1A-1107.3 Effect of merger on surviving foreign corporation or foreign eligible entity
§ 47-1A-1107.4 Effect of merger or share exchange on owner liability of person who had owner liability for obligations of party to merger or share exchange
§ 47-1A-1108 Abandonment of a merger or share exchange
§ 47-1A-1201 Disposition of assets not requiring shareholder approval
§ 47-1A-1202 Shareholder approval of certain dispositions
§ 47-1A-1202.1 Resolution authorizing disposition–Recommendation and submission of resolution to shareholders–Conditions
§ 47-1A-1202.2 Meeting of shareholders to consider disposition–Notice
§ 47-1A-1202.3 Votes required for approval of disposition
§ 47-1A-1202.4 Abandonment of disposition
§ 47-1A-1202.5 Provisions not governing disposition of assets in course of dissolution
§ 47-1A-1202.6 Assets of direct or indirect consolidated subsidiary considered assets of parent corporation
§ 47-1A-1301 Definitions
§ 47-1A-1302 Right to appraisal
§ 47-1A-1302.1 Limitations on availability of appraisal rights
§ 47-1A-1302.2 Limits on or elimination of appraisal rights for preferred shares by articles of incorporation–Application
§ 47-1A-1302.3 Challenge of specified completed corporate actions–Limitation
§ 47-1A-1303 Assertion of appraisal rights by record shareholders for part of shares in name
§ 47-1A-1303.1 Assertion of appraisal rights of beneficial shareholder
§ 47-1A-1320 Notice of appraisal rights
§ 47-1A-1321 Notice of intent to demand payment
§ 47-1A-1322 Appraisal notice and form–Delivery to shareholders
§ 47-1A-1322.1 Appraisal notice and form–Time limits and content
§ 47-1A-1323 Perfection of rights–Right to withdraw
§ 47-1A-1323.1 Subsequent withdrawal from appraisal process
§ 47-1A-1323.2 Loss of payment upon failure to return form and deposit share certificates
§ 47-1A-1324 Payment for shares
§ 47-1A-1325 Withholding of payment for after-acquired shares
§ 47-1A-1325.1 Notice required upon withholding of payment for after-acquired shares
§ 47-1A-1325.2 Payment for shares upon shareholder acceptance of offer in notice
§ 47-1A-1325.3 Payment for shares of amount offered in notice to specified shareholders
§ 47-1A-1326 Procedure if shareholder dissatisfied with payment or offer
§ 47-1A-1330 Court action
§ 47-1A-1330.1 Venue
§ 47-1A-1330.2 Parties–Service
§ 47-1A-1330.3 Jurisdiction–Appraisers–Discovery–Jury trial
§ 47-1A-1330.4 Judgment amount
§ 47-1A-1331 Court costs
§ 47-1A-1331.1 Counsel and expert fees and expenses
§ 47-1A-1331.2 Counsel fees to be paid by benefited shareholders
§ 47-1A-1401 Dissolution by incorporators or initial directors
§ 47-1A-1402 Proposal to dissolve by board of directors–Requirements for adoption
§ 47-1A-1402.1 Conditions for submission of proposal for dissolution
§ 47-1A-1402.2 Meeting of shareholders to consider dissolving corporation–Notice
§ 47-1A-1402.3 Votes required for adoption of proposal to dissolve
§ 47-1A-1403 Articles of dissolution–Content–Filing–Effective date
§ 47-1A-1403.1 Dissolved corporation defined
§ 47-1A-1404 Revocation of dissolution
§ 47-1A-1405 Effect of dissolution
§ 47-1A-1405.1 Limitations on effect of dissolution
§ 47-1A-1406 Known claims against dissolved corporation
§ 47-1A-1406.1 Bar on known claims against dissolved corporation
§ 47-1A-1406.2 Claim exclusions
§ 47-1A-1407 Other claims against dissolved corporation–Publication of notice of dissolution
§ 47-1A-1407.1 Time for bringing action to enforce claim against dissolved corporation after notice publication
§ 47-1A-1407.2 Enforcement of claims against dissolved corporations
§ 47-1A-1408 Court proceedings for determination of amount and form of security for contingent, unknown, or future claims
§ 47-1A-1408.1 Court-ordered security satisfaction for contingent, unknown, or future claims
§ 47-1A-1409 Director duties
§ 47-1A-1420 Grounds for administrative dissolution
§ 47-1A-1421 Procedure for and effect of administrative dissolution
§ 47-1A-1422 Reinstatement following administrative dissolution
§ 47-1A-1423 Appeal from denial of reinstatement
§ 47-1A-1430 Grounds for judicial dissolution
§ 47-1A-1431 Venue
§ 47-1A-1431.1 Shareholders as parties
§ 47-1A-1431.2 Authority of court until full hearing held
§ 47-1A-1431.3 Shareholder right to avoid dissolution by purchase of petitioner shares–Notice
§ 47-1A-1432 Receivership or custodianship
§ 47-1A-1433 Decree of dissolution
§ 47-1A-1434 Election to purchase in lieu of dissolution
§ 47-1A-1434.1 Filing deadline for election to purchase–Notice of right to participate in election–Participation
§ 47-1A-1434.2 Agreement on fair value and terms of purchase of shares
§ 47-1A-1434.3 Court determination of fair value of shares when parties unable to reach agreement
§ 47-1A-1434.4 Order directing purchase of shares–Terms and conditions–Fees and expenses
§ 47-1A-1434.5 Dismissal of petition to dissolve corporation
§ 47-1A-1434.6 Time for purchase–Intent of corporation to adopt articles of dissolution–Dissolution–Fees and expenses–Claims
§ 47-1A-1434.7 Provisions applicable to payment by corporation pursuant to order to purchase shares
§ 47-1A-1440 Deposit with state treasurer
§ 47-1A-1501 Authority to transact business required
§ 47-1A-1502 Consequences of transacting business without authority
§ 47-1A-1502.1 Stay of proceeding until necessity for certificate of authority is determined and obtained
§ 47-1A-1502.2 Penalties for transacting business without certificate of authority–Collection
§ 47-1A-1503 Application for certificate of authority
§ 47-1A-1504 Amended certificate of authority
§ 47-1A-1505 Effect of certificate of authority
§ 47-1A-1506 Corporate name of foreign corporation–Use of particular words–Fictitious name
§ 47-1A-1506.1 Corporate name–Distinguishable from specified names
§ 47-1A-1506.2 Corporate name–Application to use name not distinguishable from specified names–Authorization
§ 47-1A-1506.3 Corporate name–Use of name upon merger, reorganization, or acquisition of assets
§ 47-1A-1506.4 Corporation prohibited from transacting business in state upon change to unauthorized name–Amended certificate of authority
§ 47-1A-1520 Withdrawal of foreign corporation
§ 47-1A-1521 Automatic withdrawal upon certain conversions
§ 47-1A-1522 Withdrawal upon conversion to a nonfiling entity
§ 47-1A-1523 Transfer of authority
§ 47-1A-1530 Grounds for revocation
§ 47-1A-1531 Procedure for and effect of revocation
§ 47-1A-1531.1 Revocation appoints Office of Secretary of State agent for service of process for corporation–Registered agent
§ 47-1A-1532 Appeal from revocation
§ 47-1A-1601 Corporate records–Requirements
§ 47-1A-1601.1 Corporate records–Copies at principal office
§ 47-1A-1602.3 Abolition or limitation of right of inspection prohibited–Application
§ 47-1A-1603 Scope of inspection right
§ 47-1A-1604.1 Court-ordered inspection of other records
§ 47-1A-1604.2 Court-ordered inspection–Order to pays costs–Restrictions on use or distribution of records
§ 47-1A-1605 Inspection of records by directors
§ 47-1A-1605.1 Court-ordered inspection of records upon application of director
§ 47-1A-1605.2 Court-ordered inspection for director–Limitations–Costs
§ 47-1A-1606 Exception to notice requirement
§ 47-1A-1620 Financial statements for shareholders
§ 47-1A-1701 Application to existing domestic corporations
§ 47-1A-1702 Application to qualified foreign corporations
§ 47-1A-1703 Saving provisions
§ 47-1A-1703.1 Penalty imposition for violation of repealed statute
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Terms Used In South Dakota Codified Laws > Title 47 > Chapter 1A - South Dakota Business Corporation Act

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Employee: includes any officer but not a director. See South Dakota Codified Laws 47-1A-140
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Fraud: Intentional deception resulting in injury to another.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • 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.
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual and an entity. See South Dakota Codified Laws 47-1A-140
  • 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
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • 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
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). Source: OCC
  • Seal: includes an impression of the seal upon the paper alone, as well as upon wax or a wafer affixed to the paper, and also the word "seal" written or printed on such paper. See South Dakota Codified Laws 2-14-2
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • signature: includes any manual, facsimile, conformed, or electronic signature. See South Dakota Codified Laws 47-1A-140
  • Statute: A law passed by a legislature.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See South Dakota Codified Laws 47-1A-140
  • Venue: The geographical location in which a case is tried.
  • written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2