Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-13B-1 Formation of corporations or limited liability companies authorized
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Public accountants may form professional service corporations or limited liability companies for the practice of public accounting under the South Dakota Business Corporation Act as amended, or the South Dakota Limited Liability Act as amended, respectively, providing that such c…
SDCL § 47-13B-1.1 Definition of terms
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Terms used in this chapter mean: (1) "Articles of incorporation," includes the articles of organization of a limited liability company; (2) "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Lim…
SDCL § 47-13B-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 § 47-13B-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SDCL § 47-13B-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005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The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager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 § 47-13B-13 Articles of incorporation filed with board of accountancy--List of shareholders and professional employees--Notice of changes
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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 secretary of the South Dakota Board of Accountancy, together with a certified copy of all amendments thereto. At the time of fili…
SDCL § 47-13B-14 Restrictions on corporate practice of accounting
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Except as provided in this chapter, corporations shall not engage in the practice of accounting. Professional service corporations organized and operated in accordance with the provisions of this chapter shall not be deemed lay agencies within the meaning of the laws of this stat…
SDCL § 47-13B-15 Pension and insurance plans for employees
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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, providing that such plan does not require or result in the sharing of spe…
SDCL § 47-13B-16 Corporation held to professional standards of conduct--Violation as ground for suspension or revocation of professional certificate
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The corporation shall do nothing which if done by an accountant employed by it would violate the standards of professional conduct established for such accountant pursuant to law, including rules of the South Dakota State Board of Accountancy. The corporation shall at all times c…
SDCL § 47-13B-17 Professional obligations unchanged by incorporation--Personal responsibility for corporate acts in violation
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Nothing in this chapter shall be deemed to diminish or change the obligation of each accountant employed by the corporation to conduct his practice in accordance with the rules and regulations of the South Dakota State Board of Accountancy or by the code of professional ethics of…
SDCL § 47-13B-18 Accountant - client privileges unchanged
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Nothing in this chapter shall be deemed to modify the accountant - client privilege established by the Legislature and any comparable common privilege. Source: SL 1971, ch 260 , § 2.
SDCL § 47-13B-2 Purpose of corporation
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The corporation shall be organized solely for the purpose of conducting the practice of accountancy. Source: SL 1971, ch 260 , § 1 (2); SL 2002, ch 179 , § 71.
SDCL § 47-13B-3 Powers exercised only for authorized purpose--Incompatible services prohibited
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The corporation 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, the practice of accountancy in the State of South Dakota, and shall not provide services that a…
SDCL § 47-13B-4 Corporate name
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The name of the corporation shall contain words "professional company," or "professional corporation" or abbreviations thereof, such as "Prof. Co.," "Prof. Corp.," "P.C.", "PC", "Incorporated," "Corporation," "Corp.," "Association," "Ltd.," "Chartered," or "Inc." The name of a li…
SDCL § 47-13B-5 Repealed by SL 2002, ch 179 , § 72 47-13B-5.1 Revocable trust as shareholder--Conditions
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47-13B-6 Disposition of shares held by person no longer qualified. 47-13B-7 Qualifications of directors and officers--Restrictions on powers of lay directors and officers. 47-13B-8 47-13B-8 to 47-13B-12. Repealed by SL 2005, ch 240 , § 10. 47-13B-12.1 Personal liability of shareh…
SDCL § 47-13B-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 § 47-13B-6 Disposition of shares held by person no longer qualified
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Provisions shall be made requiring any shareholder who ceases to be eligible to be a shareholder to dispose of all his shares forthwith, either to the corporation or to any person having the qualifications prescribed in §
SDCL § 47-13B-7 Qualifications of directors and officers--Restrictions on powers of lay directors and officers
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The principal executive officer shall be a shareholder and a director and, to the extent possible, all other directors and principal officers shall be shareholders, and lay directors and officers shall not exercise any authority whatsoever over professional matters. Source: SL 19…