Title 47 — CORPORATIONS

If any provision of this chapter conflicts with the Medical Practice Act this chapter shall take precedence. Source: SL 1961, ch 29 , § 3.

This chapter may be cited as "The Medical Corporation Act." Source: SL 1961, ch 29 , § 1.

All of the officers, directors, and shareholders of a corporation subject to this chapter shall at all times be persons licensed pursuant to the Medical Practice Act. No person who is not so licensed shall have any part in the ownership or control of such corporation, nor may any…

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…

If the articles of incorporation or bylaws of a corporation subject to this chapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to …

Notwithstanding any provision of statute to the contrary any medical corporation licensed under this chapter may enter into contracts for personal services with persons licensed pursuant to the Medical Practice Act for such duration as is agreed to between the parties. Source: SL…

Each individual employee licensed pursuant to the Medical Practice Act who is employed by a corporation subject to this chapter shall remain subject to reprimand or discipline for his conduct under the provisions of the Medical Practice Act. Source: SL 1961, ch 29 , § 16.

No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 47-11-1 without a certificate of registration from the Board of Medical and Osteopathic Examiners, hereinafter referred to as the board. Application for such registration shall…

Upon receipt of an application pursuant to § 47-11-7 , the Board of Medical and Osteopathic Examiners shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Medical Practic…

The certificate of registration issued pursuant to § 47-11-8 shall be conspicuously posted upon the premises to which it is applicable. Source: SL 1961, ch 29 , § 7.

One or more chiropractors may form professional service corporations for the practice of chiropractic under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter. The ar…

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…

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…

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.

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 …

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 - treasurer of the Board of Chiropractic Examiners of South Dakota, together with a certified copy of all amendments th…

If the articles of incorporation or bylaws of a corporation subject to this chapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to …

Except as provided in this chapter, corporations shall not engage in the practice of chiropractic. 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 canons of profe…

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 spec…

The corporation shall do nothing which if done by a chiropractor employed by it would violate the standards of professional conduct established for such chiropractor pursuant to law. The corporation shall at all times comply with the standards of professional conduct established …

Any violation of this chapter by the corporation shall be grounds for the Board of Chiropractic Examiners to revoke its, or any of its members, right to practice chiropractic. Source: SL 1970, ch 258 , § 2.

Nothing in this chapter shall be deemed to diminish or change the obligation of each chiropractor employed by the corporation to conduct his practice in accordance with the standards of professional conduct promulgated by the South Dakota State Chiropractors Association or by the…

A corporation formed under § 47-11A-1 shall be organized solely for the purpose of conducting the practice of chiropractic only through persons qualified to practice chiropractic in the State of South Dakota. Source: SL 1970, ch 258 , § 1 (2).

This chapter does not alter any law applicable to the relationship between a chiropractor furnishing chiropractic service and a person receiving such service, including liability arising out of such service. Source: SL 1970, ch 258 , § 2.

The estate or agent of a deceased or substantially disabled chiropractor may contract with or employ a chiropractor to manage the deceased or substantially disabled chiropractor's practice for a period, not to exceed twenty-four months, following the date of death or substantial …

A corporation formed under § 47-11A-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 1970, ch 258 , § 1 (3).

The name of a corporation formed under § 47-11A-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 § 47-11A-1 shall cont…

All shareholders of a corporation formed under § 47-11A-1 shall be persons duly licensed by the Board of Chiropractic Examiners of the State of South Dakota to practice chiropractic in the State of South Dakota, and who at all times own their shares in their own right. They shall…

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…

Provisions shall be made requiring any shareholder of a corporation formed under § 47-11A-1 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 §

The president of a corporation formed under § 47-11A-1 shall be a shareholder and a director, and to the extent possible all other directors and officers shall be persons having the qualifications prescribed in §

One or more optometrists may form professional service corporations for the practice of optometry under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter. Optometris…

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…

The certificate of registration issued pursuant to § 47-11B-8 shall be conspicuously posted upon the premises to which it is applicable. Source: SL 1972, ch 249 , § 10.

In the event of a change of location of the registered corporation, the Board of Examiners in Optometry, in accordance with its regulations, shall amend the certificate of registration so that it shall comply to the new location. Source: SL 1972, ch 249 , § 11.

No certificate of registration issued under this chapter shall be assignable. Source: SL 1972, ch 249 , § 12.

Upon written application of the holder, accompanied by a fee of ten dollars, the Board of Examiners in Optometry shall annually renew the certificate of registration, if the board finds that the corporation has complied with its regulations and the provisions of this chapter. Sou…

The Board of Examiners in Optometry may suspend or revoke any certificate of registration issued under this chapter for any of the following reasons: (1) The revocation or suspension of the registration to practice optometry of any officer, director, shareholder, or employee not …

Any proceedings undertaken by the Board of Examiners in Optometry for the revocation or suspension of a certificate of registration shall be deemed a contested case under the provisions of chapter 1-26 . Source: SL 1972, ch 249 , § 15.

This chapter does not alter any law applicable to the relationship between an optometrist furnishing professional services and a person receiving such service, including liability arising out of such service. Source: SL 1972, ch 249 , § 16. 47-11B-17 to 47-11B-21. Repealed by SL …

The corporate name shall contain the words "professional company" or "professional corporation" or abbreviations thereof, such as "Prof. Co.", "Prof. Corp.", "P.C.", "PC", or "Prof. Ltd." The name of a professional limited liability company shall contain the words "professional l…

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…

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.

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 …

A corporation formed pursuant to the provisions of this chapter, 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…

The State Board of Examiners in Optometry shall have power to issue from time to time such regulations as they consider necessary to carry out the provisions of this chapter. Source: SL 1972, ch 249 , § 23.

All of the officers, directors, and shareholders of a corporation created by this chapter shall at all times be persons registered pursuant to the provisions of chapter 36-7 . No person who is not so licensed shall have any part in the ownership or control of such corporation, no…

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…

If the articles of incorporation or bylaws of a corporation subject to this chapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or shareholder no longer qualified to ow…

Notwithstanding any provision of statute to the contrary, any corporation formed pursuant to this chapter may enter into contracts for personal services with persons registered pursuant to chapter 36-7 for such duration as is agreed to between the parties and persons so registere…