Nonprofit Corporation Voluntary Dissolution Filing Requirements in South Dakota

At a glance

Requirements one by one

Board and member approval

Sections 47-26-2 and 47-26-3 distinguish the board’s recommendation to voting members from final board approval where members cannot vote. The member rule measures two-thirds of the votes entitled to be cast by those present or represented by proxy. Section 47-23-12 supplies a default one-tenth quorum and recognizes greater statutory or document voting requirements; § 47-23-8 allows document-defined member and class rights.

Sections 47-23-20 and 47-23-21 supply board quorum, vote and notice rules. Section 47-23-6 allows unanimous written member or director consent. Section 47-23-9 also permits ballots sent to all entitled members, with meeting-equivalent quorum and approval requirements, subject to the articles or bylaws.

Notice and plan

Dissolution-purpose member notice follows § 47-23-7, ordinarily ten through fifty days before the meeting unless governing documents provide otherwise. Section 47-26-6 requires a distribution plan when the chapter makes it necessary for a transfer. Sections 47-26-7 and 47-26-8 separately authorize that plan: a board recommendation and two-thirds represented-member vote, with plan or summary notice, or a majority of directors in office when members cannot vote.

Section 47-26-6.1 requires Attorney General notice at least ten days before a dissolution meeting and includes the distribution plan.

Filing and effective time

Section 47-26-9 requires debt payment or adequate provision and completed remaining-asset transfers before articles. The document reports authorization, debt and distribution treatment and pending-suit provision. The board chair, president or another officer signs; a court fiduciary signs when applicable.

Section 47-26-10 delivers original articles, permits electronic transmission to the extent accepted by the agency and allows an exact or conformed copy requirement for paper documents. Section 47-28-6(4) sets the $5 fee. Section 47-26-11 ends existence upon certificate issuance with statutory exceptions; § 47-28-19 permits a delayed effective filing up to ninety days, with close-of-business effect when no time is specified.

Reversal and remaining powers

Section 47-26-12 permits reversal before issuance of the certificate. Sections 47-26-13–15 use the board recommendation and two-thirds represented-member vote or a majority of directors in office when members cannot vote. Adoption permits ordinary affairs to resume.

Section 47-26-4 limits activities to winding up after authorization. Section 47-26-39 preserves preexisting rights and liabilities when proceedings start within two years and permits corporate-name litigation and appropriate protective action.

What trips people up

Section 47-26-5 distinguishes assets conditioned on return or transfer at dissolution from restricted-purpose assets. Charitable, religious, educational and similar restricted assets go to substantially similar organizations under the statutory plan; conditional assets follow their conditions.

Common questions

Can a proxy remain valid longer than eleven months? Section 47-23-9 permits the proxy itself to specify a longer validity period.

Can consent signatures be sent by email? Section 47-23-6 permits reasonable transmission methods, including email, if the articles or bylaws permit them.

Statutes and sources

S.D. Codified Laws § 47-26-1

A corporation may dissolve and wind up its affairs in the manner provided by §§ 47-26-2 to 47-26-4, inclusive.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-2

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution 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 stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, 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. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-3

Where there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-4

Upon the adoption of a resolution to dissolve by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-5

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-6

A plan providing for the distribution of assets, not inconsistent with the provisions of chapters 47-22 to 47-28, inclusive, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by §§ 47-26-7 and 47-26-8.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-6.1

At least ten days prior to a meeting to dissolve under this chapter, or conversion from a nonprofit corporation to a domestic business corporation or other business entity authorized by law, the corporation shall provide notice to the attorney general which notice shall include a copy of the plan for distribution of assets required pursuant to § 47-26-6 or plan of conversion pursuant to § 47-25A-8 or 47-25A-9.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-7

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof 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 of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meeting of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-8

Where there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-9

If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, an original articles of dissolution shall be executed 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, which statement shall set forth:(1) The name of the corporation;(2) If there are members entitled to vote thereon:(a) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution 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 resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;(3) If there are no members or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office;(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;(5) A copy of the plan of distribution, if any, as adopted by the corporation, or a statement that no plan was so adopted;(6) That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-10

The original articles of dissolution shall be delivered to the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. If the secretary of state finds that the articles of dissolution conform to law, when all fees have been paid as prescribed in chapter 47-28, the secretary of state 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 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.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-11

Upon the issuance of a certificate of dissolution pursuant to § 47-26-10 the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-12

A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the manner provided by §§ 47-26-13 and 47-26-14.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-13

Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation 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 stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, 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. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-14

Where there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-15

Upon the adoption of a resolution to revoke voluntary dissolution proceedings by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-26-39

The dissolution of a corporation either:(1) By the issuance of a certificate of dissolution by the secretary of state; or(2) By a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter; or(3) By expiration of its period of duration,shall not take away or impair any remedy available to or against such corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-6

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.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-7

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.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-8

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-9

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Except as otherwise provided in the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. Each ballot must:(1) Set forth each proposed action;(2) Provide an opportunity to vote for or against, or withhold a vote for, each proposed action;(3) Be delivered to each member by any means of transmission set forth in the bylaws or articles of incorporation. If no method is set forth in the bylaws or articles of incorporation, ballots may be delivered by any reasonable means, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile;(4) Indicate the number of responses needed to meet the quorum requirements;(5) State the percentage of approvals necessary to approve each matter other than election of directors; and (6) Specify the time by which a ballot must be received in order to be counted.Unless otherwise provided in the articles of incorporation or bylaws, approval by ballot, pursuant to this section, of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation or bylaws, a ballot may not be revoked.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-12

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by chapters 47-22 to 47-28, inclusive, the articles of incorporation or the bylaws.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-20

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by chapters 47-22 to 47-28, inclusive, the articles of incorporation or the bylaws.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-23-21

Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.Unless restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-28-6

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.

Official statute (accessed 2026-09-30).

S.D. Codified Laws § 47-28-19

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.

Official statute (accessed 2026-09-30).