NONPROFIT CORPORATIONS--SUPERVISION BY SECRETARY OF STATE

SDCL tit. 47, ch. 47-28

in effect

SDCL § 47-28-1 General powers of secretary of state.

47-28-1. General powers of secretary of state. The secretary of state shall have the power and authority reasonably necessary to enable him to administer chapters 47-22 to 47-28, inclusive, efficiently and to perform the duties therein imposed upon him. SL 1965, ch 24, § 91.

SDCL § 47-28-2 Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice.

47-28-2. Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice. If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by chapters 47-22 to 47-28, inclusive, to be approved by the secretary of state before the same shall be filed in his office, he shall, within ten days after the delivery thereof to him give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. SL 1965, ch 24, § 92.

SDCL § 47-28-3 Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo.

47-28-3. Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo. From disapproval of any articles or document described in § 47-28-2, the person or corporation delivering the same to the secretary of state may appeal to the circuit court for the county in which the registered office of such corporation is, or is proposed to be, situated by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. SL 1965, ch 24, § 92.

SDCL § 47-28-4 Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo.

47-28-4. Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo. If the secretary of state shall revoke the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of chapter 47-27, such foreign corporations may, in the manner provided by § 47-28-3, appeal to the circuit court for the county where the registered office of such corporation in this state is situated, by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. SL 1965, ch 24, § 92.

SDCL § 47-28-5 Appeal from order of circuit court--Procedure.

47-28-5. Appeal from order of circuit court--Procedure. Appeals from all final orders and judgments entered by the circuit court under § 47-28-3 or 47-28-4 in review of any ruling or decision of the secretary of state may be taken as in other civil actions. SL 1965, ch 24, § 92.

SDCL § 47-28-6 Filing fees.

47-28-6. Filing fees. The secretary of state shall charge and collect fees for: (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars; (2) Filing articles of amendment and issuing a certificate of amendment, fifteen dollars; (3) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, fifteen dollars; (4) Filing articles of dissolution, five dollars; (5) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state and issuing a certificate of authority, one hundred twenty-five dollars; (6) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-five dollars; (7) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, five dollars; (8) Filing any other statement or report, including an annual report, of a foreign corporation, ten dollars; (9) Filing an annual report of a domestic nonprofit corporation under chapter 47-24, ten dollars; (10) Filing a petition for reinstatement and issuing a certificate of reinstatement, thirty dollars; and (11) Filing a notice of sale, transfer, or merger, fifteen dollars. SL 1965, ch 24, § 85; SL 1967, ch 14, § 5; SL 1978, ch 339, § 3; SL 1982, ch 321, § 2; SL 1989, ch 393, § 46; SL 2003, ch 8, § 19; SL 2008, ch 275, § 72; SL 2009, ch 4, § 15; SL 2025, ch 189, § 3.

SDCL § 47-28-7 Fee for service of process.

47-28-7. Fee for service of process. The secretary of state shall charge and collect, at the time of any service of process on the secretary of state as resident agent of a corporation, thirty dollars, which amount may be recovered as taxable costs by the party to the suit or action causing the service to be made if the party prevails in the suit or action. SL 1965, ch 24, § 86 (2); SL 2003, ch 8, § 20; SL 2009, ch 4, § 16.

SDCL § 47-28-8 Fee for certified copy.

47-28-8. Fee for certified copy. The secretary of state shall charge and collect for furnishing a certified copy of any document, instrument, or paper relating to a corporation, two dollars per page, and fifteen dollars for the certificate and affixing the seal. SL 1965, ch 24, § 86 (1); SL 1997, ch 141, § 8; SL 2003, ch 8, § 21; SL 2009, ch 4, § 17; SL 2016, ch 2, § 7.

SDCL § 47-28-9 Prima facie effect of certificates of secretary of state--Admissibility.

47-28-9. Prima facie effect of certificates of secretary of state--Admissibility. All certificates issued by the secretary of state in accordance with the provisions of chapters 47-22 to 47-28, inclusive, and all copies of documents filed in his office in accordance with the provisions of said chapters when certified by him, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the secretary of state under the great seal of this state, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. SL 1965, ch 24, § 93.

SDCL § 47-28-10 Repealed by SL 2008, ch 275, § 73.

SDCL § 47-28-11 Interrogatories by secretary of state to determine compliance with statutes.

47-28-11. Interrogatories by secretary of state to determine compliance with statutes. The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of chapters 47-22 to 47-28, inclusive, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with all the provisions of said chapters applicable to such corporations. SL 1965, ch 24, § 89.

SDCL § 47-28-12 Answer to interrogatories--Time for answer--Extension of time--Proper party to answer.

47-28-12. Answer to interrogatories--Time for answer--Extension of time--Proper party to answer. Interrogatories propounded pursuant to § 47-28-11 shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice-president, secretary, or assistant secretary, or treasurer or assistant treasurer thereof. SL 1965, ch 24, § 89.

SDCL § 47-28-13 Withholding filing of documents pending answer--Certification of certain answers to attorney general.

47-28-13. Withholding filing of documents pending answer--Certification of certain answers to attorney general. The secretary of state need not file any document to which interrogatories propounded pursuant to § 47-28-11 relate until such interrogatories be answered as provided in § 47-28-12, and not then if the answers thereto disclose that such document is not in conformity with the provisions of chapters 47-22 to 47-28, inclusive. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of said chapters. SL 1965, ch 24, § 89.

SDCL § 47-28-14 Interrogatories and answers as confidential--Exception in case of criminal proceedings.

47-28-14. Interrogatories and answers as confidential--Exception in case of criminal proceedings. Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state. SL 1965, ch 24, § 90.

SDCL § 47-28-15 Failure to answer interrogatories--Civil fine.

47-28-15. Failure to answer interrogatories--Civil fine. Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is subject to a civil fine in any amount not exceeding five hundred dollars. SL 1965, ch 24, § 87; SL 1967, ch 14, § 6; SL 1983, ch 15, § 45; SL 1983, ch 331, § 5.

SDCL § 47-28-16 Director or officer failing to answer interrogatories or signing false report--Civil fine.

47-28-16. Director or officer failing to answer interrogatories or signing false report--Civil fine. Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him by the secretary of state in accordance with the provisions of this chapter, or who signs any article, statement, report, application, or other document filed with the secretary of state which is known to such officer or director to be false in any material respect, is subject to a civil fine in any amount not exceeding five hundred dollars. SL 1965, ch 24, § 88; SL 1983, ch 15, § 46; SL 1983, ch 331, § 6.

SDCL § 47-28-17 Forms prescribed by secretary of state--Use not mandatory.

47-28-17. Forms prescribed by secretary of state--Use not mandatory. All reports required by chapters 47-22 to 47-28, inclusive, to be filed in the Office of the Secretary of State shall be made on forms which shall be prescribed and furnished by the secretary of state. Forms for all other documents to be filed in the Office of the Secretary of State shall be furnished by the secretary of state on request therefor, but the use thereof, unless otherwise specifically prescribed in said chapters, shall not be mandatory. SL 1965, ch 24, § 94.

SDCL § 47-28-18 Filing by electronic transmission.

47-28-18. Filing by electronic transmission. Notwithstanding any provision to the contrary in chapters 47-22 to 47-28, inclusive, filings with the Office of Secretary of State may be made by electronic transmission if and to the extent permitted by the Office of Secretary of State. SL 2016, ch 221, § 3.

SDCL § 47-28-19 Delayed effective time and date of filings.

47-28-19. Delayed effective time and date of filings. Notwithstanding any provision to the contrary in chapters 47-22 to 47-28, inclusive, filings with the Office of Secretary of State may specify delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed. SL 2016, ch 221, § 4.

Source: South Dakota Legislature (sdlegislature.gov)URL: https://sdlegislature.gov/Statutes/47-28Fetched: 10/20/2026