Nonprofit Corporation Merger Approval and Filing Requirements in South Dakota

At a glance

Requirements one by one

Parties and plan

Section 47-25-1 lets two or more domestic nonprofit corporations merge into one surviving corporation. Sections 47-25-18–19 also permit a foreign corporation to participate if its organizing state's law permits the merger; each foreign corporation follows that law. The plan names the participants and survivor, states terms, and identifies survivor-article changes. Section 47-25-1 does not prescribe a membership-interest conversion formula.

Board, members, and notice

If members can vote, the board adopts a resolution approving the plan and submits it to their meeting (§ 47-25-6). The plan needs at least two-thirds of votes entitled to be cast by members present or represented by proxy at each meeting (§ 47-25-7). A greater vote of directors, members, or a member class in the articles or bylaws controls (§ 47-23-23). Voting members receive written notice containing the plan or a summary. Unless the governing documents vary it, § 47-23-7 requires notice 10 to 50 days before the meeting; § 47-23-6 allows unanimous written consent instead.

No voting members

A corporation with no members, or none entitled to vote on the merger, adopts the plan at a board meeting by a majority of directors in office (§ 47-25-8).

State review and filing

If the merger involves at least 30% of a nonprofit corporation's assets, § 47-24-17 requires written notice to the Attorney General at least 10 days before it and a report to the Secretary of State within 60 days afterward. The report gives the parties, transaction terms, asset value and valuation method, and an explanation of how it furthers the nonprofit's purpose. This section specifies notice and reporting; it does not say the Attorney General approves the merger.

Section 47-25-10 requires each corporation's authorized officer to execute an original and copy of articles of merger. The articles contain the plan and applicable member-meeting, unanimous-consent, or director-vote statement; both copies are acknowledged and delivered to the Secretary of State. If the articles conform and fees are paid, the Secretary files them and issues a certificate (§ 47-25-11). The merger takes effect on certificate issuance (§ 47-25-12).

Abandonment

The plan may provide for abandonment after approval but before articles are filed (§ 47-25-9). Section 47-25-23 applies the same limit to a merger involving a foreign corporation. Chapter 47-25 states no separate parent-subsidiary or plan-amendment route.

What trips people up

The 30% asset threshold creates an advance notice obligation and a post-transaction report (§ 47-24-17). The articles under § 47-25-10 must carry the plan itself, not only a statement that members voted for it. That section's unanimous-consent clause uses the word “amendment”; read with the merger heading and § 47-23-6, it provides the consent statement for articles of merger.

Common questions

Can a nonprofit with nonvoting members use the director route? Yes, if no members are entitled to vote on the plan; § 47-25-8 uses that express condition.

Can a foreign corporation be the survivor? Sections 47-25-18–20 permit a foreign participant subject to its own law. If the survivor is governed by foreign law, § 47-25-20 also requires a South Dakota service-of-process agreement and appointment.

Statutes and sources

• S.D. Codified Laws § 47-25-1 (accessed 2026-10-03): “47-25-1. Merger of corporations--Plan of merger--Contents of plan. Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter. Each corporation shall adopt a plan of merger setting forth: (1) The names of the corporation proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (2) The terms and conditions of the proposed merger; (3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; (4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. ”
• S.D. Codified Laws § 47-25-2 (accessed 2026-10-03): “47-25-2. Amendment of surviving corporation's articles. When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger. ”
• S.D. Codified Laws § 47-25-5 (accessed 2026-10-03): “47-25-5. Adoption of plan of merger or consolidation. A plan of merger or consolidation shall be adopted in the manner provided by §§ 47-25-6 to 47-25-9, inclusive. ”
• S.D. Codified Laws § 47-25-6 (accessed 2026-10-03): “47-25-6. Resolution of merger or consolidation--Submission to members--Notice of proposed plan. Where the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. ”
• S.D. Codified Laws § 47-25-7 (accessed 2026-10-03): “47-25-7. Two-thirds vote required for approval. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at each meeting pursuant to § 47-25-6. ”
• S.D. Codified Laws § 47-25-8 (accessed 2026-10-03): “47-25-8. Corporations having no members entitled to vote--Approval by directors. Where any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office. ”
• S.D. Codified Laws § 47-25-9 (accessed 2026-10-03): “47-25-9. Abandonment of merger or consolidation plan. After approval of a plan of merger or consolidation pursuant to § 47-25-7 or 47-25-8 and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. ”
• S.D. Codified Laws § 47-25-10 (accessed 2026-10-03): “47-25-10. Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state. Upon approval, an original and one exact or conforming copy of articles of merger or articles of consolidation shall be executed by each corporation by the chairman of its 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 and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation: (a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; or (b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; (3) If any merging or consolidating corporation has no members or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office. The original and the copy of the articles of merger or articles of consolidation shall be acknowledged and delivered to the secretary of state. ”
• S.D. Codified Laws § 47-25-11 (accessed 2026-10-03): “47-25-11. Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation. If the secretary of state finds that articles of merger or articles of consolidation delivered to him conform to law, when all fees have been paid, he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2) File the original in his office; and (3) Issue a certificate of merger or a certificate of consolidation to which he shall affix the copy. The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto, shall be returned to the surviving or new corporation, as the case may be, or its representative. ”
• S.D. Codified Laws § 47-25-12 (accessed 2026-10-03): “47-25-12. Effective date of merger or consolidation. Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation shall be effected. ”
• S.D. Codified Laws § 47-25-18 (accessed 2026-10-03): “47-25-18. Merger or consolidation involving foreign corporation. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the manner provided by §§ 47-25-19 and 47-25-20, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. ”
• S.D. Codified Laws § 47-25-19 (accessed 2026-10-03): “47-25-19. Compliance with local law by local corporation--Compliance with foreign law by foreign corporation. Each domestic corporation merging or consolidating with a foreign corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. ”
• S.D. Codified Laws § 47-25-20 (accessed 2026-10-03): “47-25-20. Compliance with local law by surviving corporation--Submission to service of process locally. If the surviving or new corporation of a merger or consolidation described in § 47-25-18, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of chapter 47-27 with respect to foreign corporations if it is to conduct affairs in this state, and in every case it shall file with the secretary of state of this state: (1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (2) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding. ”
• S.D. Codified Laws § 47-25-23 (accessed 2026-10-03): “47-25-23. Abandonment of merger or consolidation. After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, a merger or consolidation described in § 47-25-18 may be abandoned pursuant to provisions thereof, if any, set forth in the plan of merger or consolidation. ”
• S.D. Codified Laws § 47-24-17 (accessed 2026-10-03): “47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state. At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state: (1) Name and address of the parties involved in the sale, transfer, conversion, or merger; (2) Terms and conditions of the sale, transfer, conversion, or merger; (3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and (4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation. The information shall be submitted on forms provided by the secretary of state. ”
• S.D. Codified Laws § 47-23-6 (accessed 2026-10-03): “47-23-6. Taking action without meeting--Written consent--Effect of written consent. Any action required by chapters 47-22 to 47-28, inclusive, to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors or of a committee of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be. If permitted in the articles of incorporation or the bylaws, such consent and signature may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under chapters 47-22 to 47-28, inclusive. ”
• S.D. Codified Laws § 47-23-7 (accessed 2026-10-03): “47-23-7. Notice to members of meeting--Manner of giving notice. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If permitted in the articles of incorporation or the bylaws, notice of meetings may be given by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile. ”
• S.D. Codified Laws § 47-23-23 (accessed 2026-10-03): “47-23-23. Articles or bylaws as governing vote of directors. Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47-28, inclusive, the provisions of the articles of incorporation or bylaws shall control. ”