§ 47-26-1 Procedure for dissolution
§ 47-26-2 Vote of members–Meeting for vote–Notice of meeting–Contents of notice–Two-thirds vote required
§ 47-26-3 Dissolution by board of directors in corporation without members entitled to vote
§ 47-26-4 Resolution to dissolve–Cessation of business affairs–Notice of proposed dissolutionto creditors–Collection and distribution of assets
§ 47-26-5 Manner of distribution of assets–Particular assets–Remaining assets
§ 47-26-6 Plan for distribution of assets–Adoption of plan
§ 47-26-6.1 Notice to attorney general
§ 47-26-7 Membership vote on plan–Meeting–Notice of meeting–Two-thirds vote required
§ 47-26-8 Adoption of plan by corporation having no members entitled to vote
§ 47-26-9 Articles of dissolution–Time for adoption–Contents
§ 47-26-10 Delivery of articles to secretary of state–Endorsement and filing by secretary of state–Issuance of certificate of dissolution
§ 47-26-11 Cessation of corporate existence–Exceptions
§ 47-26-12 Revocation of dissolution action–Procedure
§ 47-26-13 Revocation of dissolution resolution–Meeting–Notice of meeting–Two-thirds voterequired
§ 47-26-14 Revocation in corporation having no members entitled to vote
§ 47-26-15 Effect of adoption of revocation resolution
§ 47-26-16 Involuntary dissolution by court decree–Action by attorney general–Grounds ofaction
§ 47-26-19 Venue of attorney general’s action–Service of process
§ 47-26-20 Service by publication–Contents of publication–Newspaper of publication
§ 47-26-21 Including several corporations in one notice–Mailing notice to corporation–Attorneygeneral’s certificate of mailing–Number and time of publication–Time for default
§ 47-26-22 Power of court in liquidation proceedings–Actions by member or director
§ 47-26-23 Power of court in liquidation proceedings–Action by creditor
§ 47-26-24 Power of court in liquidation proceedings–Application by corporation
§ 47-26-25 Power of court in liquidation proceedings–Action by attorney general
§ 47-26-26 Venue of actions
§ 47-26-27 Proper parties to action
§ 47-26-28 Preservation of corporate assets–Injunctions and receivers
§ 47-26-29 Appointment of liquidating receiver–Authority of receiver–Order appointingreceiver
§ 47-26-30 Disposition of assets resulting from sale of corporate property–Manner ofdistribution–Disposition of remaining assets
§ 47-26-31 Expenses of liquidation–Compensation of receiver–Attorneys’ fees
§ 47-26-32 Capacity of receiver to sue and be sued–Jurisdiction of court
§ 47-26-33 Qualifications of receiver–Bond
§ 47-26-34 Claims of creditors–Proof of claim–Time for filing–Failure to file timely proofs
§ 47-26-35 Discontinuance of liquidation proceedings–Redelivery of assets to corporation
§ 47-26-36 Decree of involuntary dissolution–Cessation of corporate existence
§ 47-26-37 Copy of decree filed with secretary of state–Fee
§ 47-26-38 Disposition of undistributable assets–Unknown claimants–Deposit with statetreasurer for subsequent payment
§ 47-26-39 Preexisting rights and claims unaffected by dissolution–Time for assertion–Protection of remedy
§ 47-26-40 Dissolution by expiration of period of duration–Extension of period of duration
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Terms Used In South Dakota Codified Laws > Title 47 > Chapter 26 - Nonprofit Corporations--Dissolution and Liquidation

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • 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.
  • Fraud: Intentional deception resulting in injury to another.
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Person: includes natural persons, partnerships, associations, cooperative corporations, limited liability companies, and corporations. See South Dakota Codified Laws 2-14-2
  • 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.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Trustee: A person or institution holding and administering property in trust.
  • 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