Title 47 — CORPORATIONS

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The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager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 of the South Dakota Board of Accountancy, together with a certified copy of all amendments thereto. At the time of fili…

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…

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…

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…

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…

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.

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.

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…

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…

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…

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 his shares forthwith, either to the corporation or to any person having the qualifications prescribed in §

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…

Terms used in this chapter mean: (1) "Business trust," an unincorporated association which: (a) Is created by a governing instrument under which property is or will be held, managed, administered, controlled, invested, reinvested, or operated, or business or professional activiti…

A business trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, or for any of the purposes referred to in subsection (a) of this subdivision (including, without limitation, for the purpose of holding or otherwise taking title to…

Service of process shall be effected by serving the South Dakota trustee or registered agent of such business trust required by § 47-14A-30 (or, if there is none, the secretary of state) with one copy of such process in the manner provided by law for service of writs of summons. …

In any action in which any such trustee has been served with process as provided in this chapter, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed as in other civil actions. Source: SL 2001, ch 245 , § 12.

In the governing instrument of the business trust or other writing, a trustee or beneficial owner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the state, or…

Nothing in this chapter limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents. Source: SL 2001, ch 245…

The circuit court has jurisdiction over business trusts to the same extent as it has jurisdiction over common law trusts formed under the laws of the state. Source: SL 2001, ch 245 , § 15.

A partnership (whether general or limited), corporation, or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than the State of South Dakota may not be deemed to be doing business in the …

Except to the extent otherwise provided in the governing instrument of the business trust, a beneficial owner shall have an undivided beneficial interest in the property of the business trust and shall share in the profits and losses of the business trust in the proportion (expre…

No creditor of the beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust. Source: SL 2001, ch 245 , § 18.

A beneficial owner's beneficial interest in the business trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a business trust, a beneficial owner has no interest in specific bus…

A contribution of a beneficial owner to the business trust may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. However, a person may become a beneficial owner of a business trust and may r…

A beneficial owner's beneficial interest in the business trust is freely transferable except to the extent otherwise provided in the governing instrument of the business trust. Source: SL 2001, ch 245 , § 20.

Except to the extent otherwise provided in the governing instrument of a business trust, at the time a beneficial owner becomes entitled to receive a distribution, the beneficial owner has the status of, and is entitled to all remedies available to, a creditor of the business tru…

Except to the extent otherwise provided in the governing instrument of the business trust, legal title to the property of the business trust, or any part thereof, may be held in the name of any trustee of the business trust, in its capacity as such, with the same effect as if suc…

No creditor of the trustee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the business trust with respect to any claim against, or obligation of, such trustee in its individual capacity and not related to …

Except to the extent otherwise provided in the governing instrument of a business trust, the business and affairs of a business trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a business trust, any person (in…

A governing instrument may contain any provision relating to the management of the business and affairs of the business trust, and the rights, duties, and obligations of the trustees, beneficial owners, and other persons, which is not contrary to any provision or requirement of t…

To the extent that, at law or in equity, a trustee has duties (including fiduciary duties) and liabilities relating thereto to a business trust or to a beneficial owner: (1) Any such trustee acting under a governing instrument is not liable to the business trust or to any such be…

To the extent that, at law or in equity, an officer, employee, manager, or other person designated pursuant to subdivision 47-14A-25(7) has duties (including fiduciary duties) and liabilities relating thereto to a business trust, a beneficial owner, or a trustee: (1) Any such off…

Unless otherwise provided in the governing instrument of a business trust, on any matter that is to be voted on by the beneficial owners: (1) The beneficial owners may take such action without a meeting, without a prior notice and without a vote if a consent or consents in writin…

Unless otherwise provided in the governing instrument of a business trust, on any matter that is to be voted on by the trustees: (1) The trustees may take such action without a meeting, without a prior notice and without a vote if a consent or consents in writing, setting forth t…

Except as provided in the governing instrument, a beneficial owner is obligated to the business trust to perform any promise to contribute cash, property, or to perform services, even if the beneficial owner is unable to perform because of death, disability, or any other reason. …

Every business trust shall at all times have at least one trustee which, in the case of a natural person, shall be a person who is a resident of this state or which, in all other cases, has its principal place of business in this state. Source: SL 2001, ch 245 , § 30.

Notwithstanding the provisions of § 47-14A-30 , if a business trust is, becomes, or will become prior to or within one hundred eighty days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended (1…

Any business trust maintaining a registered office and registered agent in this state under § 47-14A-30 may change the location of its registered office in this state to any other place in this state, or may change the registered agent to any other person or corporation, by filin…

Service of process upon a registered agent maintained by a business trust pursuant to § 47-14A-31 shall be as effective as if served upon one of the trustees of the business trust pursuant to this chapter. Source: SL 2001, ch 245 , § 33.

A trustee or registered agent of a business trust whose address, as set forth in a certificate of trust pursuant to § 47-14A-43 , has changed may change such address in the certificates of trust for all business trusts for which such trustee or registered agent is appointed, to a…

Except to the extent otherwise provided in the governing instrument of the business trust, a business trust shall have perpetual existence, and a business trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its gover…

Except to the extent otherwise provided in the governing instrument of a business trust, the death, incapacity, dissolution, termination, or bankruptcy of a beneficial owner may not result in the termination or dissolution of a business trust. Source: SL 2001, ch 245 , § 36.

In the event that a business trust does not have perpetual existence, a business trust is dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the governing instrument. Source: SL 2001, ch 245 , § 37.

Upon dissolution of a business trust and until the filing of a certificate of cancellation as provided in § 47-14A-43 , the persons who, under the governing instrument of the business trust, are responsible for winding up the business trust's affairs may, in the name of and for a…

A business trust which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the business trust and all claims and obligations which are known to the business tr…