South Dakota Corporation Merger Agreement and Approval Packet

SOUTH DAKOTA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing South Dakota domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or noncorporate constituents, short-form mergers, regulated entities, public-company structures, conversions, share exchanges, insolvency, and contested control.

Current-section gate. The merger plan spine begins at SDCL § 47-1A-1102. Sections 47-1A-1101, 1103, and 1105 address definitions, share exchange, and specialized mergers; do not cite them as the ordinary plan, approval, and filing sequence.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every consent and approval outside the South Dakota Business Corporation Act.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.

Schedule 2 states capitalization, share conversion, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination events, expenses, remedies, and risk allocation. A contractual waiver cannot replace a mandatory approval, appraisal procedure, or filing.

3. Exhibit A — Plan of Merger

Under §§ 47-1A-1102 through 1102.5, identify each party and survivor, state the terms and conditions, describe share or interest treatment, and attach any survivor organic-document amendment.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are South Dakota business corporations. [TARGET] will survive.

2. Terms and conditions. [________________________________]

3. Share treatment.

4. Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.

5. Amendment / abandonment. [State procedure and shareholder-protection limits.]

6. Effective time. [________________________________]

4. Approval Record

Each board adopts the Plan and submits it to shareholders unless an exception applies. Meeting notice goes to every shareholder, voting or nonvoting, states that the Plan will be considered, and contains or summarizes the Plan and the survivor's existing or proposed organizational documents.

Section 47-1A-1104(5) requires shareholder approval at a meeting with a quorum of at least a majority of votes entitled to be cast on the Plan, including each separate voting group. Complete the affirmative-vote calculation under the general voting rules, articles, and any board condition.

The survivor no-vote route requires survival, unchanged articles except permitted amendments, identical continuing shares, and that merger issuances do not require a vote under SDCL § 47-1A-621.1. Do not replace that cross-reference with a copied 20% formula.

☐ Owner-liability changes have the separate written consents required by § 47-1A-1104(8).

5. Appraisal Workflow

Classify each holder under §§ 47-1A-1302 and 1302.1. Rights may depend on required approval, voting entitlement, continuing-share treatment, market status, consideration, interested-person facts, and preferred-share provisions.

☐ Approval materials, pre-vote conditions, post-effective notice, demands, payments, supplemental demands, and court dates comply with current Chapter 13 procedure.

6. Articles of Merger

After approval, prepare Articles of Merger under § 47-1A-1106.

The Secretary of State's business-corporation form page reviewed for this packet did not list a standardized merger form. Prepare a statutory filing and confirm the current filing method and fee before submission.

7. Closing and Post-Closing

☐ Final Plan matches the approved version.

☐ Articles are accepted and the effective time is independently confirmed.

☐ Consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• South Dakota Legislature — SDCL § 47-1A-1102
• South Dakota Legislature — SDCL § 47-1A-1104
• South Dakota Legislature — SDCL § 47-1A-1106
• South Dakota Legislature — SDCL § 47-1A-1302
• South Dakota Secretary of State — business-corporation forms