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SDCL § 47-11E-12.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005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The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager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 §
SDCL § 47-11F-1 Definition of terms
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Terms used in this chapter mean: (1) "Authorized licensee," a natural person licensed as a health care professional under Title 36 and entitled to form a professional corporation pursuant to chapters 47-11 , 47-11A , 47-11B , 47-11C , 47-11D , and 47-11E ; (2) "Professional emplo…
SDCL § 47-11F-10 Additional information required in forming, organizing, or registration documents
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In addition to providing the information required by the South Dakota Business Corporation Act, the following information is also required in the forming documents of a professional corporation, the organizing documents of a limited liability company, or the registration document…
SDCL § 47-11F-11 Corporate name
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The corporate name of a corporation formed pursuant to this chapter shall end with the words, Professional Corporation, or the abbreviation, P.C. or PC, or the word, Limited, or the abbreviation, Ltd. The name of any limited liability company shall end with the words, Professiona…
SDCL § 47-11F-12 Ownership of property--Investment of funds
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A professional corporation may own real and personal property necessary or appropriate for rendering professional service and may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment. Source: SL 2000, ch 219 , § 12.
SDCL § 47-11F-13 Professional practice or service without license not permitted
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This chapter does not authorize an individual to practice any profession, or furnish any professional service, for which the individual is not licensed. Source: SL 2000, ch 219 , § 13.
SDCL § 47-11F-14 Exercise of powers accorded by governing law--Conditions
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A professional corporation may exercise any powers accorded it by its generally applicable governing law, so long as the professional corporation exercises those powers solely to provide the pertinent professional services or to accomplish tasks ancillary to providing those servi…
SDCL § 47-11F-15 Corporate policies and actions to adhere to standards of professional conduct--Violations reported to licensing board--Board to have access to records
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No professional corporation may adopt, implement, or follow a policy, procedure, or practice, which would give any licensing board having jurisdiction grounds for disciplinary action, cause a violation of professional ethics, or cause a violation of the professional duty to use d…
SDCL § 47-11F-16 Relationship between health care provider and patient unaffected
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This chapter does not alter any law applicable to the relationship between a professional licensee furnishing health care services and the person receiving those services, including liability arising out of those services. To the extent required by the licensing law governing any…
SDCL § 47-11F-17 Confidentiality of patient records
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Patient records shall be kept strictly confidential. No provision of this chapter, including interdisciplinary access to patient records by any stockholder, professional employee, or any employee of a professional corporation, constitutes a waiver of any privilege on confidential…
SDCL § 47-11F-18 Licensing boards to promulgate rules to implement chapter
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The licensing boards having jurisdiction over professional corporations authorized in chapters 47-11 , 47-11A , 47-11B , 47-11C , 47-11D , and 47-11E are authorized to promulgate rules pursuant to chapter 1-26 to implement the provisions of this chapter, including the following p…
SDCL § 47-11F-19 Insurance title unaffected
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The provisions of this chapter do not affect or preempt any requirements contained in Title 58. Source: SL 2000, ch 219 , § 19.
SDCL § 47-11F-2 Professional corporation defined
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For the purposes of this chapter, the term, professional corporation, includes a limited liability company organized under chapter 47-34A or a limited liability partnership organized under chapter 48-7 . With respect to a limited liability company, references in this chapter to a…
SDCL § 47-11F-3 Professional corporations rendering more than one professional service authorized
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One or more authorized licensees may form a professional corporation for the purpose of rendering two or more kinds of professional services and services ancillary thereto. A professional corporation may not employ a person who is an authorized licensee unless at least one shareh…
SDCL § 47-11F-4 Certificates of registration required--Application
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No professional corporation may provide any professional service or ancillary service without a certificate of registration from the licensing board of each category of licensee who is a shareholder. An application for such registration shall be made to the applicable boards in w…
SDCL § 47-11F-5 Action upon application--Duration of certificate
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Upon receipt of an application made pursuant to § 47-11F-4 , each licensing board shall investigate the proposed professional corporation. If the board finds that the shareholders and professional employees within its jurisdiction are properly licensed and have no disciplinary ac…
SDCL § 47-11F-6 Posting of certificate required
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The certificate of registration issued pursuant to § 47-11F-5 shall be conspicuously posted upon the premises to which it is applicable. Source: SL 2000, ch 219 , § 6.
SDCL § 47-11F-7 Amending certificate upon change of location or ownership--Certificates not assignable
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An application for an amended certificate of registration shall be filed with any boards having jurisdiction of the professional corporation any time the location or ownership of the professional corporation changes. The respective boards shall investigate the corporation to dete…
SDCL § 47-11F-8 Suspension or revocation of certificate--Grounds
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Any licensing board having jurisdiction over a professional corporation may suspend or revoke the certificate of registration issued under this chapter for any of the following reasons: (1) The revocation or suspension of the license to practice of any shareholder or professional…
SDCL § 47-11F-9 Notice and hearing required--Appeal--Certain situations where prior notice and hearing not required
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Before any certificate of registration is suspended or revoked, the holder is entitled to a hearing pursuant to chapter 1-26 before the board or boards having jurisdiction. The hearing may be held jointly by the boards, but each board shall render its own decision. Any party to s…
SDCL § 47-11G-1 Definition of terms
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As used in this chapter: (1) "Articles of incorporation," includes the articles of organization of a limited liability company; (2) "Corporation," includes both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Li…
SDCL § 47-11G-10 Standards of professional conduct--Compliance--Discipline
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The corporation may not do anything which, if done by a physical therapist, occupational therapist, or speech-language pathologist, would violate the standards of conduct established for those professions. Nothing in this chapter diminishes or changes the obligation of each physi…
SDCL § 47-11G-2 Professional service corporations and limited liability companies for physical, occupational, and speech-language pathologists
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One or more physical therapists licensed pursuant to chapter 36-10 , occupational therapists licensed pursuant to chapter 36-31 , speech-language pathologists licensed pursuant to chapter 36-37 , or any combination of such licensees, may form a corporation under the South Dakota …
SDCL § 47-11G-3 Formation of corporation—Powers and privileges
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A corporation formed pursuant to this chapter may: (1) Be organized for the purpose of conducting the practice of physical therapy, occupational therapy, or speech-language pathology, or any combination of such practices; and (2) Exercise the powers and privileges conferred upon …
SDCL § 47-11G-4 Name of corporation or limited liability company
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The name of a corporation formed pursuant to this chapter must 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 this chapter must contain…
SDCL § 47-11G-5 Shareholders—Requirements
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All shareholders of a corporation formed pursuant to this chapter must be persons duly licensed by this state and actively engaged in the practice of physical therapy, occupational therapy, or speech-language pathology and must, at all times, own their shares in their own right. …
SDCL § 47-11G-6 Directors and officers
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The president of a corporation formed pursuant to this chapter must be a shareholder and director. To the extent possible, all other directors and officers must be persons having the qualifications set forth in §
SDCL § 47-11G-7 Personal liability--Exception
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An obligation of a corporation formed pursuant to this chapter, whether arising in contract, tort, or otherwise, is the obligation of the corporation and the individual whose act or omission gives rise to the obligation. No shareholder, director, officer, member, or manager is pe…
SDCL § 47-11G-8 Articles of incorporation—Shareholder and employee information
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A copy of the articles of incorporation, certified by the secretary of state, must be filed with the licensing board of each shareholder, together with a certified copy of any amendments. The corporation shall also file the names and addresses of each shareholder and the names an…
SDCL § 47-11G-9 Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions
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A corporation formed pursuant to this chapter may adopt a pension profit-sharing, a health and accident, an insurance, or a welfare plan for all or some of its employees, including lay employees, if the plan does not require or result in the sharing of specific or identifiable fe…
SDCL § 47-12-1 Dentists authorized to form business entities
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One or more dentists licensed pursuant to chapter 36-6A may associate to form a corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership, registered to do business in this state, to own, operate, and main…