Title 47, CORPORATIONS

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…

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…

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…

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…

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…

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 …

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.

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.

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.

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.

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…

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…

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 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 § 47-11E-5 . Source: SL 1996, ch 228 , § 6.

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 § 47-11E-5 . Lay directors and officers may not exercise any au…

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…

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…

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…

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.

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.

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…

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…

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…

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…

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…

The provisions of this chapter do not affect or preempt any requirements contained in Title 58. Source: SL 2000, ch 219 , § 19.

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…

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…

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…

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…

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.

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…

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…

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…

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…

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…

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 …

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 …

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…

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. …

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 § 47-11G-2 . Lay directors and officers may not exercise any authorit…

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…

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…

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…

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…

Each entity subject to this chapter shall annually submit, on or before July first, an application for renewal of its certificate of registration which shall contain the information required by the State Board of Dentistry. Upon application of the entity, accompanied by a renewal…