South Dakota corporate bylaws create the internal rulebook that guides a corporation’s governance, structure, and operations. The corporation’s board of directors or incorporators tailor this document to ensure it meets their needs and promotes the organization’s smooth and efficient functioning.
These bylaws include various details, such as the powers and responsibilities of directors and officers, the procedure for amending policies, and the mechanisms for addressing specific challenges that may arise. Even though you don’t have to file bylaws with the South Dakota Secretary of State, they hold significant legal authority within the corporation.
Legal Requirements
South Dakota law requires corporations to have bylaws (§ 47-1A-206). Here are some other legal requirements to be aware of when you create bylaws for your corporation:
- Annual Meetings – § 47-1A-701.
- Corporate Bylaws – § 47-1A-206.
- Issuance of Stock – § 47-1A-603, § 47-1A-621, and § 47-1A-621.1.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” an abbreviation thereof, or words/abbreviations of like import in other languages (choose one).
- Prohibited Words: Don’t use any language stating or implying that you’ve organized the entity for impermissible purposes.
- Name Reservation Period: 120 days.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
If the articles of incorporation don’t state otherwise, the corporation’s board of directors can adopt bylaws to use during emergencies. The shareholders can repeal or amend them as necessary (§ 47-1A-207).
