Fill and Sign the South Dakota Corporation 497326352 Form

CORPORATE DISSOLUTION SOUTH DAKOTA Electronic Version STATUTORY REFERENCE South Dakota Code; Title 47, Chapter 7: Business Corporations - Dissolution SELECTED STATUTES A South Dakota corporation can be dissolved voluntarily or involuntarily. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION . Selections from the South Dakota Statutes relevant to corporate dissolution are listed below. Portions of the text have been underlined by USLF. 47-7-1. Corporations not having commenced business -- Dissolution by incorporators. A corporation which has not commenced business and which has not issued any shares , may be voluntarily dissolved by its incorporators at any time in the manner provided by 47-7-2 and 47-7-3. 47-7-2. Dissolution by incorporators -- Articles of dissolution -- Contents. An original and one exact or conforming copy of the articles of dissolution under § 47-7-1 shall be executed by a majority of the incorporators and acknowledged by them and shall set forth: USLF Note: If the above is your circumstance, use Form 1, only. Do not use any other form. 47-7-4.1. Dissolution -- Proposal by board of directors -- Notice to shareholders -- Approval by majority. A corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided herein. The board of directors may condition its submission of the proposal for dissolution on any basis. The corporation shall notify each shareholder, whether or not entitled to vote, of a proposed shareholders' meeting in accordance with the provisions of §47-4-5. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Unless the articles of incorporation or the board of directors require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. USLF Note: If you are the sole shareholder, or if the sole shareholders are yourself and a friend or family member, then, providing you have discussed the matter with your fellow shareholder(s) and they all agree to dissolve the corporation , you need not use FORMS A and B. If, however, there are more than a few shareholders, you must use FORMS A and B. 47-7-5.1. Articles of dissolution -- Contents -- Effective date. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution. The articles of dissolution shall be executed by the chairman of the corporation's board of directors, by its president or by another of its officers or, if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. The articles shall be acknowledged and shall set forth: Use Form 2. 47-7-6.1. Existence after dissolution -- Appropriate business. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) Subject its directors or officers to standards of conduct different from those prescribed in chapter 47-5; (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) Prevent commencement of a proceeding by or against the corporation in its corporate name; (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) Terminate the authority of the registered agent of the corporation. 47-7-7.1. Dissolved corporation -- Disposal of claims -- Notice to claimants -- Claim defined. A dissolved corporation shall dispose of the known claims against it by following the provisions herein. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall: Use Forms 3 and 4. A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under this section does not deliver the claim to the dissolved corporation by the deadline; (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. Use Form 4 to reject claims. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. USLF Note: Your corporation may of course simply pay off all of its debts and not use Forms 3 and 4. 47-7-24. Delivery of articles of dissolution to secretary of state- Endorsement and filing- Certificate of dissolution. An original and one exact or conforming copy of articles of dissolution described in § 47-7-5.1 shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, when all fees have been paid as prescribed in chapter 47-9, he shall: (1) Endorse the word "filed" and the month, day, and year of filing; (2) File the original in his office; and (3) Issue a certificate of dissolution to which he shall affix the copy. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto shall be returned to the representative of the dissolved corporation. 47-7-25. Cessation of corporate existence -- Exceptions. Upon the issuance of a certificate of dissolution pursuant to §47-7-24 the existence of the corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by shareholders, directors, and officers as provided in this chapter. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm STEPS AND GUIDELINES TO DISSOLVE A SOUTH DAKOTA CORPORATION Step 1: If the corporation has not commenced business and has not issued shares of stock, use Form 1. No other forms need be used . Follow the directions on the page immediately preceding Form 1. If, however, the corporation has issued shares of stock or commenced business, go to Step 2. Step 2: If the corporation HAS issued shares of stock or HAS commenced business, the Board of Directors of the corporation must pass a resolution proposing dissolution. Use Form A, “Resolution of Directors.” A shareholder meeting must then be called to vote on this resolution. A notice must be sent to every shareholder, regardless of whether or not they are entitled to vote. Use Form B, “Notice of Special Meeting.” At the meeting, all shareholders entitled to vote must approve or reject the resolution to dissolve by vote (according the rules of the corporation’s by-laws). If approved, go to Step 3. USLF Note: If you are the sole shareholder, or if the sole shareholders are yourself and a friend or family member, then, providing you have discussed the matter with your fellow shareholder(s) and they all agree to dissolve the corporation , you need not use FORMS A and B. If, however, there are more than a few shareholders, you must use FORMS A and B. Step 3: Complete Form 2 and mail to the Secretary of State with the filing fee. Use Form 3 to notify any creditors to make claims. Use Form 4 to reject claims if applicable. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of ______________________________________, an South Dakota corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: That all appropriate steps be taken to dissolve the corporation forthwith. Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF ________________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of______________________________, a corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 1 Instructions Form 1 is for use ONLY if the corporation has not commenced business AND has not issued any shares. A majority of the Incorporators must execute and acknowledge an original and one exact copy. The original and copy must then be delivered to the Secretary of State. The filing fee of $10.00 must be included. The Secretary of State will approve the document, file the original, and return the copy with a Certificate of Dissolution. Upon issuance of the Certificate of Dissolution the existence of the corporation shall cease. SECRETARY OF STATE FILING FEE: $10 STATE CAPITOL 500 E. CAPITOL AVE. PIERRE, SD 57501 Ph (605)773-4845 Fax (605)773-4550 ARTICLES OF DISSOLUTION - FOR A CORPORATION NOT HAVING COMMENCED BUSINESS NOR HAVING ISSUED SHARES - 1. The name of the corporation is: _________________________________________________ 2. The date of issuance of the corporation’s certificate of incorporation was:________________ 3. No shares of the corporation have been issued. 4. The corporation has not commenced business. 5. The amounts, if any, actually paid in on subscriptions for the corporation’s shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled to said amounts. 6. No debts of the corporation remain unpaid. 7. A majority of the incorporators elect that the corporation be dissolved. Signed: _______________________________________ __________ Signed: ______________________________________ ___________ (Incorporator) (Date) (Incorporator) (Date) Signed: _______________________________________ __________ Signed: ______________________________________ ___________ (Incorporator) (Date) (Incorporator) (Date) STATE OF ___________________________, COUNTY OF __________________________. I, ______________________________, a notary public, do hereby certify that on this _____ day of _______________20____, personally appeared before me ________________________________ who, being by me first duly sworn, declared that he/she is an Incorporator of _______________________________, that he/she signed the foregoing document in such capacity, and the statements therein contained are true. Signed: __________________________________________ My Commission Expires: ___________________ Notarial Seal► (Notary Public) STATE OF ___________________________, COUNTY OF __________________________. I, ______________________________, a notary public, do hereby certify that on this _____ day of _______________20____, personally appeared before me ________________________________ who, being by me first duly sworn, declared that he/she is an Incorporator of _______________________________, that he/she signed the foregoing document in such capacity, and the statements therein contained are true. Signed: __________________________________________ My Commission Expires: ___________________ Notarial Seal► (Notary Public) STATE OF ___________________________, COUNTY OF __________________________. I, ______________________________, a notary public, do hereby certify that on this _____ day of _______________20____, personally appeared before me ________________________________ who, being by me first duly sworn, declared that he/she is an Incorporator of _______________________________, that he/she signed the foregoing document in such capacity, and the statements therein contained are true. Signed: __________________________________________ My Commission Expires: ___________________ Notarial Seal► (Notary Public) STATE OF ___________________________, COUNTY OF __________________________. I, ______________________________, a notary public, do hereby certify that on this _____ day of _______________20____, personally appeared before me ________________________________ who, being by me first duly sworn, declared that he/she is an Incorporator of _______________________________, that he/she signed the foregoing document in such capacity, and the statements therein contained are true. Signed: __________________________________________ My Commission Expires: ___________________ Notarial Seal► (Notary Public) FORM 2 Instructions Form 2 is for use if the corporation HAS commenced business or HAS issued shares. The original and copy must then be delivered to the Secretary of State. The filing fee of $10.00 must be included. The Secretary of State will approve the document, file the original, and return the copy with a Certificate of Dissolution. Upon issuance of the Certificate of Dissolution the existence of the corporation shall cease. Download the form by clicking this link: http://www.uslegalforms.com/dissolution/SD/SD-Diss.pdf FORM 3 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS Mail form to each claimant. NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________, a South Dakota corporation with its office at _________________________________________, has been filed with the Secretary of State in accordance with the laws of South Dakota. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ____________________________________ ____________________________________ ____________________________________ ____________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim, including: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be received by _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. The corporation may make distributions to other claimants and shareholders or other persons without further notice. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 4 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, that ______________________________________, a South Dakota corporation, rejected all or part of the claim you submitted to the corporation. _____ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ That part of your claim which is rejected will be barred if an action, suit, or proceeding is not commenced within 90 days of the date of this rejection. Name of Corporation: ___________________________________________________________ By: __________________________________________________________________________ Title: ___________________________________ Date: _______________________________