CORPORATE FRAUDS AND MISMANAGEMENT

SDCL tit. 47, ch. 47-30

in effect

SDCL § 47-30-1 Fraudulent subscription agreement--Misdemeanor.

47-30-1. Fraudulent subscription agreement--Misdemeanor. Any person: (1) Who signs the name of a fictitious person to a subscription for, or agreement to take stock in a corporation, existing or proposed; or (2) Who procures another to sign such subscription or agreement: (a) Knowing that the other person does not have the means or does not intend in good faith to comply with all the terms thereof; or (b) Under an understanding or agreement that the terms of the subscription or agreement will not be complied with or enforced; is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4307; SL 1983, ch 15, § 47.

SDCL § 47-30-2 Fraudulent deception of public officer in connection with issuance of stock--Felony.

47-30-2. Fraudulent deception of public officer in connection with issuance of stock--Felony. Every officer, agent, or clerk of any corporation, or of any persons proposing to organize a corporation or to increase the capital stock of any corporation, who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation, or to investigate its affairs, or to allow an increase of its capital, with intent to deceive such officer or board in respect thereto, is guilty of a Class 4 felony. SDC 1939, § 13.4306; SL 1991, ch 186, § 54.

SDCL § 47-30-3 Fraudulent prospectus or report--Felony.

47-30-3. Fraudulent prospectus or report--Felony. Any officer of a corporation existing under the laws of this state or transacting business here, or any person holding himself out as such an officer, who, knowingly and with intent to defraud any person or the public generally, subscribes, endorses, verifies, or otherwise assents to the issuing or publishing of any report, prospectus, or statement concerning the condition, business, or prospects of the corporation, calculated to give to the shares of stock of such corporation either a greater or less apparent value than they really possess, is guilty of a Class 6 felony. SDC 1939, § 13.4308; SL 1983, ch 15, § 48.

SDCL § 47-30-4 Receipt of corporate property without proper accounting entry as theft.

47-30-4. Receipt of corporate property without proper accounting entry as theft. Any director, officer, or agent of a corporation, who knowingly receives or possesses property of the corporation, otherwise than in payment of a just demand, and who, with intent to defraud, omits to make or cause to be made a full and true entry thereof in the books or accounts of the corporation, is guilty of a theft. SDC 1939, § 13.4311; SL 1983, ch 15, § 49.

SDCL § 47-30-5 Fraudulent corporate insolvency--Participating directors--Misdemeanor.

47-30-5. Fraudulent corporate insolvency--Participating directors--Misdemeanor. Every insolvency of a corporation is deemed fraudulent unless its affairs appear, upon investigation, to have been administered fairly and legally, and generally with the same care and diligence that agents receiving a compensation for their services are bound by law to observe. In every case of a fraudulent insolvency of a corporation, every director thereof who participated in such fraud, if no other punishment is prescribed therefor, is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4314; SL 1983, ch 15, § 50.

SDCL § 47-30-6 Fraudulent mutilation or falsification of corporate books as felony.

47-30-6. Fraudulent mutilation or falsification of corporate books as felony. Any director, officer, agent, or member of a corporation, who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to the corporation, or makes or concurs in making any false entry, or omits or concurs in omitting to make any material entry in a book of accounts, or other record or document kept by the corporation, is guilty of a Class 4 felony. SDC 1939, § 13.4312; SL 1983, ch 15, § 51.

SDCL § 47-30-7 Refusal to permit stockholder access to books--Misdemeanor.

47-30-7. Refusal to permit stockholder access to books--Misdemeanor. Any officer or agent of a corporation having or keeping an office within this state, who has in his custody or control any book, paper, or document of the corporation, and who refuses to give to a stockholder or member of the corporation, lawfully demanding, during office hours, to inspect or take a copy of the same, or any part thereof, a reasonable opportunity so to do, is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4313; SL 1983, ch 15, § 52.

SDCL § 47-30-8 Unauthorized use of another's name in corporate publications--Misdemeanor.

47-30-8. Unauthorized use of another's name in corporate publications--Misdemeanor. Any person who, without being authorized so to do, subscribes the name of another to, or inserts the name of another in, a prospectus, circular, or other advertisement or announcement of a corporation or joint stock association, existing or intended to be formed, with intent to permit it to be published, and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of the corporation or association, is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4310; SL 1983, ch 15, § 53.

SDCL § 47-30-9 Participation in false report or refusing to make report as misdemeanor.

47-30-9. Participation in false report or refusing to make report as misdemeanor. Except as otherwise specially provided, any director, officer, or agent of a corporation who knowingly concurs in making or publishing a written report, exhibit, or statement of its affairs or pecuniary condition, containing a material statement which is false, or who intentionally refuses or neglects to make or deliver a written report, exhibit, or statement required by law, is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4309; SL 1983, ch 15, § 54.

SDCL § 47-30-10 Director's liability for failure to perform duties--Misdemeanor.

47-30-10. Director's liability for failure to perform duties--Misdemeanor. Any director of a corporation who intentionally does an act, as director, which is expressly forbidden by law, or intentionally omits to perform a duty expressly imposed upon him as director, by law, the punishment for which act or omission is not otherwise prescribed, is guilty of a Class 2 misdemeanor. SDC 1939, § 13.4315; SL 1983, ch 15, § 55.

SDCL § 47-30-11 Director deemed to possess knowledge.

47-30-11. Director deemed to possess knowledge. Every director of a corporation is deemed to possess such a knowledge of the affairs of his corporation as to enable him to determine whether any act, proceeding, or omission of its directors, is a violation of this chapter. SDC 1939, § 13.4316.

SDCL § 47-30-12 Presence of director at meeting as concurrence--Written dissent--Procedure.

47-30-12. Presence of director at meeting as concurrence--Written dissent--Procedure. Every director of a corporation, who is present at a meeting of the directors at which any act, proceeding, or omission of such directors in violation of this chapter occurs, is deemed to have concurred therein, unless he at the time causes, or in writing requires, his dissent therefrom to be entered in the minutes of the directors, or if absent from such meeting and the record of such violation appears on the record or minutes of the board of directors and he remains a director for six months thereafter without causing, or in writing requiring his dissent from such violation to be entered in the minutes of the directors. SDC 1939, § 13.4316.

SDCL § 47-30-13 Definition of director.

47-30-13. Definition of director. The term "director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a corporation, by whatever name such persons are described in its charter, or known by law. SDC 1939, § 13.4316.

SDCL § 47-30-14 Foreign incorporation no defense.

47-30-14. Foreign incorporation no defense. It is no defense to a prosecution for a violation of the provisions of this chapter that the corporation was one created by the laws of another state, government, or country, if it was one carrying on business, or keeping an officer therefor, within this state. SDC 1939, § 13.4305.

Source: South Dakota Legislature (sdlegislature.gov)URL: https://sdlegislature.gov/Statutes/47-30Fetched: 10/20/2026