South Dakota Corporate Bylaws

The South Dakota corporate bylaws contain the corporate regulations that is approved by and imposed on the board of directors and the shareholders. This regulates the corporation’s affairs while establishing its structure and protocols

Last updated December 6th, 2024

The South Dakota corporate bylaws contain the corporate regulations that is approved by and imposed on the board of directors and the shareholders. This regulates the corporation’s affairs while establishing its structure and protocols

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Are bylaws required in South Dakota?

Yes, South Dakota corporations place their bylaws in effect to manage the corporation and remain compliant with state law.[1]

South Dakota Corporate Laws

  • Corporate Tax: South Dakota does not specifically impose a corporate tax.[2]
  • Board: Corporate actions are executed “under the direction of” a corporation’s board of directors (for example, an initial director is in place before the first annual meeting).[3]
    • Number – Generally, at least one director is required, but a corporation’s bylaws can adjust this “from time to time by amendment.”[4]
    • Qualification – A director’s eligibility is subject to the “qualifications for directors” set by a corporation’s bylaws accordingly. [5]
    • Terms – A typical term is from one annual meeting to the next after the first shareholders’ meeting during “which directors are elected.” [6]
    • Staggered Terms – Corporations divide their directors by, specifically, two or three groups so that a group of directors is elected every “two years or three years as the case may be” rather than elect all directors at once. [7]
    • Fiduciary Duty – Corporations explicitly expect directors to complete their duties in a way “the director reasonably believes” furthers the corporation’s interests and stability. [8]
  • Officers: A corporation’s bylaws define its offices; however, at all times, at least one officer is assigned to ‘maintaining and authenticating” its records and keeping its meeting minutes.[9]
  • Meetings: The bylaws describe the remote options for a director to participate in a meeting, and therefore, directors attending under these guidelines are considered “to be present in person at the meeting.”[10]
  • Quorum: The bylaws fix the number of directors on the board as well as its quorum requirements such as calling for a “majority of the fixed number of directors” or at least a third of all directors. [11]
  • Emergency Bylaws: Corporations can enact emergency bylaws during a state of emergency; however, while temporary, they “may not be used to impose liability” for directors or officers following the emergency provisions. [12]

Sources

  1. SD Codified L § 47-1A-206 (2023)
  2. 2023 South Dakota Codified Laws Ch. 10 Taxation
  3. SD Codified L § 47-1A-801 (2023)
  4. SD Codified L § 47-1A-803 (2023)
  5. SD Codified L § 47-1A-802 (2023)
  6. SD Codified L § 47-1A-805 (2023)
  7. SD Codified L § 47-1A-806 (2023)
  8. SD Codified L § 47-1A-830 (2023)
  9. SD Codified L § 47-1A-840 (2023)
  10. SD Codified L § 47-1A-820 (2023)
  11. SD Codified L § 47-1A-824 (2023)
  12. SD Codified L § 47-1A-207 (2023)