Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-11E-1 Professional service corporations and limited liability companies for the practice of nursing authorized
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One or more registered nurses, licensed practical nurses, certified registered nurse anesthetists, or clinical nurse specialists licensed pursuant to chapter 36-9 or certified nurse practitioners or certified nurse midwives licensed pursuant to chapter 36-9A may form a profession…
SDCL § 47-11E-1.1 Definition of terms
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Terms used in this chapter shall also include the following terms: (1) "Articles of incorporation," the articles of organization of a limited liability company; (2) "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies u…
SDCL § 47-11E-12.1 Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception
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An obligation of a professional corporation or limited liability company formed pursuant to chapter 47-11A , 47-11B , 47-11C , 47-11D , 47-11E , 47-13A , or 47-13B , whether arising in contract, tort, or otherwise, is the obligation of the professional corporation or limited liab…
SDCL § 47-11E-12.2 Amendment of articles of incorporation to be consistent with law
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Any professional corporation or limited liability company may amend its articles of incorporation to be consistent with SL 2005, ch 240. Source: SL 2005, ch 240 , § 2.
SDCL § 47-11E-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005
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The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for …
SDCL § 47-11E-13 Filing of articles of incorporation
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A copy certified by the secretary of state of the articles of incorporation of any corporation formed pursuant to this chapter shall be filed with the South Dakota Board of Nursing, together with a certified copy of all amendments thereto. At the time of filing the original artic…
SDCL § 47-11E-14 Corporations not to engage in practice of nursing outside of chapter
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Except as provided in this chapter, corporations may not engage in the practice of nursing. Professional service corporations organized and operated in accordance with the provisions of this chapter are not lay agencies within the meaning of the canons of professional ethics. Sou…
SDCL § 47-11E-15 Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions
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A professional service corporation may adopt a pension profit - sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees including lay employees, if such plan does not require or result in the sharing of specific or iden…
SDCL § 47-11E-16 Standards of professional conduct--Compliance
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The corporation may not do anything which if done by a nurse employed by it would violate the standards of professional conduct established for such nurse pursuant to law. The corporation shall at all times comply with the standards of professional conduct established by the Sout…
SDCL § 47-11E-17 Suspension of corporation or members from practice of nursing
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The Board of Nursing may suspend or revoke the right of any corporation, or any of its members, to practice nursing, for any of the following reasons: (1) The revocation or suspension of the license to practice nursing of any officer, director, shareholder, or employee not prompt…
SDCL § 47-11E-18 Standards of professional conduct--Discipline
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Nothing in this chapter diminishes or changes the obligation of each nurse employed by the corporation to conduct their practice in accordance with the standards of professional conduct promulgated by the South Dakota Board of Nursing. Any nurse who by act or omission causes the …
SDCL § 47-11E-19 Effect of act
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This chapter does not alter any law applicable to the relationship between a nurse furnishing nursing service and a person receiving such service, including liability arising out of such service. Source: SL 1996, ch 228 , § 19.
SDCL § 47-11E-2 Formation of corporation authorized
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A corporation formed pursuant to § 47-11E-1 shall be organized solely for the purpose of conducting the practice of nursing only through persons qualified to practice nursing in the State of South Dakota. Source: SL 1996, ch 228 , § 2.
SDCL § 47-11E-20 Board of Nursing to promulgate rules
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The Board of Nursing shall promulgate rules pursuant to chapter 1-26 pertaining to: (1) Filing the original articles of incorporation under § 47-11E-13 ; (2) Annual renewal; (3) Fees; and (4) Disciplinary proceedings. Source: SL 1996, ch 228 , § 20.
SDCL § 47-11E-3 Powers and privileges
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A corporation formed pursuant to § 47-11E-1 may exercise the powers and privileges conferred upon corporations by the laws of the State of South Dakota only in furtherance of and subject to its corporate purpose. Source: SL 1996, ch 228 , § 3.
SDCL § 47-11E-4 Name of corporation or limited liability company
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The name of a corporation formed pursuant to § 47-11E-1 shall contain the words, professional company or professional corporation or abbreviations thereof, such as Prof. Co., Prof. Corp., P.C., or PC. The name of a limited liability company formed under § 47-11E-1 shall contain t…
SDCL § 47-11E-5 Shareholders must be licensed and engaged in practice of nursing
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All shareholders of a corporation formed pursuant to § 47-11E-1 shall be persons duly licensed by the South Dakota Board of Nursing to practice nursing in the State of South Dakota and who at all times own their shares in their own right. They shall be individuals who, except for…
SDCL § 47-11E-5.1 Revocable trust as shareholder--Conditions
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Notwithstanding any other provisions of this chapter, a revocable trust may be a shareholder in a corporation or limited liability company organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a shareholder of a corporatio…
SDCL § 47-11E-6 Ineligible shareholder to dispose of shares
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Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all shares forthwith either to the corporation or to any person having the qualifications prescribed in §
SDCL § 47-11E-7 Qualifications of president, directors and officers
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The president of a corporation formed pursuant to § 47-11E-1 shall be a shareholder and director; and, to the extent possible, all other directors and officers shall be persons having the qualifications prescribed in §