reglab/housing_qa huggingface dataset:
SD Codified L § 47-13B-1.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-1.1 - Definition of terms.

47-13B-1.1. Definition of terms.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 Limited Liability Company Act;(3)"Director" or "officer," includes any manager of a limited liability company or the members of a limited liability company that does not have managers;(4)"Incorporation," includes the members of a limited liability company;(5)"Shareholders," includes the members of a limited liability company;(6)"Shares" or "stock," includes membership interests in a limited liability company. Source: SL 1993, ch 344, §39Z.
SD Codified L § 47-13B-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-2 - Purpose of corporation.

47-13B-2. Purpose of corporation.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.
SD Codified L § 47-13B-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-3 - Powers exercised only for authorized purpose--Incompatible services prohibited.

47-13B-3. Powers exercised only for authorized purpose--Incompatible services prohibited.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 are incompatible with the practice of public accountancy. Source: SL 1971, ch 260, §1 (3).
SD Codified L § 47-13B-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-4 - Corporate name.

47-13B-4. Corporate name.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 limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L. C.", or "PLLC". In addition, any name of a corporation or limited liability company shall always meet the ethical standards established for the names of professional accounting firms by the board of the State of South Dakota, and in accordance with the code of professional ethics of the American Institute of Certified Public Accountants. Source: SL 1971, ch 260, §1 (1); SL 1993, ch 344, §39AA; SL 1994, ch 305, §8; SL 2020, ch 197, § 10.
SD Codified L § 47-13B-5.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-5.1 - Revocable trust as shareholder--Conditions.

47-13B-5.1. Revocable trust as shareholder--Conditions.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 corporation organized under this chapter. After the death of the grantor, the shares owned by a revocable trust are subject to any divestiture and redemption provisions of this chapter as if the shares were directly owned by the grantor of the trust. Source: SL 2002, ch 205, §10.
SD Codified L § 47-13B-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-6 - Disposition of shares held by person no longer qualified.

47-13B-6. Disposition of shares held by person no longer qualified.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 §47-13B-5. Source: SL 1971, ch 260, §1 (5).
SD Codified L § 47-13B-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-7 - Qualifications of directors and officers--Restrictions on powers of lay directors and officers.

47-13B-7. Qualifications of directors and officers--Restrictions on powers of lay directors and officers.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 1971, ch 260, §1 (6).
SD Codified L § 47-13B-12.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 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.

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.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 liability company and the individual whose act or omission gives rise to the obligation. No shareholder, director, or officer of a professional corporation or member or manager of a limited liability company is personally liable, directly or indirectly, by way of contribution or otherwise, for such obligation based solely on such person's capacity as a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company. This limitation of liability does not extend to amounts owed to the State of South Dakota or its political subdivisions for any taxes, or any penalty or interest on such taxes. Source: SL 2005, ch 240, §1.
SD Codified L § 47-13B-12.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-12.2 - Amendment of articles of incorporation to be consistent with law.

47-13B-12.2. Amendment of articles of incorporation to be consistent with law.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.
SD Codified L § 47-13B-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-13 - Articles of incorporation filed with board of accountancy--List of shareholders and professional employees--Notice of changes.

47-13B-13. Articles of incorporation filed with board of accountancy--List of shareholders and professional employees--Notice of changes.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 filing the original articles with the secretary, the corporation shall file with him a written list of shareholders setting forth the names and addresses of each and a written list containing the names and addresses for all persons who are not shareholders who are employed by the corporation and who are authorized to practice accounting in South Dakota. Within thirty days after any change in such shareholders or employees a written list setting forth the information required by the preceding sentence shall be filed with the said secretary. Source: SL 1971, ch 260, §2.
SD Codified L § 47-13B-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-14 - Restrictions on corporate practice of accounting.

47-13B-14. Restrictions on corporate practice of accounting.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 state and the rules and regulations of the South Dakota Board of Accountancy or the code of professional ethics of the American Institute of Certified Public Accountants. Source: SL 1971, ch 260, §4.
SD Codified L § 47-13B-15 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-15 - Pension and insurance plans for employees.

47-13B-15. Pension and insurance plans for employees.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 specific or identifiable fees with any lay employees and any payments made to lay employees or into any such plan in behalf of lay employees are based upon their compensation or length of service, or both, rather than the amount of fees or income received. Source: SL 1971, ch 260, §3.
SD Codified L § 47-13B-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-16 - Corporation held to professional standards of conduct--Violation as ground for suspension or revocation of professional certificate.

47-13B-16. Corporation held to professional standards of conduct--Violation as ground for suspension or revocation of professional certificate.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 comply with the standards of professional conduct established by the South Dakota State Board of Accountancy and the provisions of this chapter and the American Institute of Certified Public Accountants. Any violation of this chapter by the corporation shall be grounds for the South Dakota State Board of Accountancy to suspend or revoke or refuse to renew the license or certificate of any of its members' right to practice accountancy. Source: SL 1971, ch 260, §2.
SD Codified L § 47-13B-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-17 - Professional obligations unchanged by incorporation--Personal responsibility for corporate acts in violation.

47-13B-17. Professional obligations unchanged by incorporation--Personal responsibility for corporate acts in violation.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 the American Institute of Certified Public Accountants; any accountant who by act or omission causes the corporation to act or fail to act in a way which violates such standards of professional conduct, including any provision of this chapter, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefor. Source: SL 1971, ch 260, §2.
SD Codified L § 47-13B-18 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 13B - Professional Corporations For The Practice Of Public Accounting|Section 47-13B-18 - Accountant-client privileges unchanged.

47-13B-18. Accountant-client privileges unchanged.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.
SD Codified L § 47-14A-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-2 - Beneficial owner's contribution to business trust--Contribution not required.

47-14A-2. Beneficial owner's contribution to business trust--Contribution not required.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 receive a beneficial interest in a business trust without making a contribution or being obligated to make a contribution to the business trust. Source: SL 2001, ch 245, §2.
SD Codified L § 47-14A-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-3 - Obligation of beneficial owner--Cash value of contribution as option in addition to other remedies.

47-14A-3. Obligation of beneficial owner--Cash value of contribution as option in addition to other remedies.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. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the business trust to contribute cash equal to that portion of the agreed value, as stated in the records of the business trust, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the business trust may have against such beneficial owner under the governing instrument of applicable law. Source: SL 2001, ch 245, §3.
SD Codified L § 47-14A-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-4 - Penalties or consequences for failure to make contribution.

47-14A-4. Penalties or consequences for failure to make contribution.A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that the beneficial owner is obligated to make shall be subject to specific penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting beneficial owner's proportionate interest in the business trust, subordinating the beneficial interest to that of nondefaulting beneficial owners, a forced sale of the beneficial interest, forfeiture of the beneficial interest, the lending by other beneficial owners of the amount necessary to meet the beneficiary's commitment, a fixing of the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the beneficial interest at such value, or any other penalty or consequence. Source: SL 2001, ch 245, §4.
SD Codified L § 47-14A-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-5 - Liability of beneficial owners.

47-14A-5. Liability of beneficial owners.Except to the extent otherwise provided in the governing instrument of the business trust, the beneficial owners are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the state. Source: SL 2001, ch 245, §5.
SD Codified L § 47-14A-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-6 - Liability of trustees.

47-14A-6. Liability of trustees.Except to the extent otherwise provided in the governing instrument of a business trust, a trustee, when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof. Source: SL 2001, ch 245, §6.
SD Codified L § 47-14A-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-7 - Liability of officers, employees, and others managing business of trust.

47-14A-7. Liability of officers, employees, and others managing business of trust.Except to the extent otherwise provided in the governing instrument of a business trust, an officer, employee, manager, or other person acting pursuant to subdivision 47-14A-25(7), when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust or any trustee thereof. Source: SL 2001, ch 245, §7.
SD Codified L § 47-14A-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-8 - Usury not a defense against beneficial owner's obligation.

47-14A-8. Usury not a defense against beneficial owner's obligation.No obligation of a beneficial owner or trustee of a business trust to the business trust arising under the governing instrument or a separate agreement in writing, and no note, instrument or other writing evidencing any such obligation of a beneficial owner or trustee, is subject to the defense of usury, and no beneficial owner or trustee may interpose the defense of usury with respect to any such obligation in any action. Source: SL 2001, ch 245, §8.
SD Codified L § 47-14A-9 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-9 - Power to sue and be sued--Liabilities--Property subject to attachment--Exception for separately designed series.

47-14A-9. Power to sue and be sued--Liabilities--Property subject to attachment--Exception for separately designed series.A business trust may sue and be sued, and service of process upon one of the trustees is sufficient. A business trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the business trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a business trust is subject to attachment and execution as if it were a corporation. Notwithstanding the foregoing provisions of this section, in the event that the governing instrument of a business trust, including a business trust which is a registered investment company under the Investment Company Act of 1940, as amended (15 U.S.C. §80a-1 et seq.), creates one or more series as provided in subdivision 47-14A-25(2), and if separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the other assets of the business trust, or any other series thereof, and if the governing instrument so provides, and notice of the limitation on liabilities of a series as referenced in this sentence is set forth in the certificate of trust of the business trust, then the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the business trust generally or any other series thereof, and, unless otherwise provided in the governing instrument, none of the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to the business trust generally or any other series thereof shall be enforceable against the assets of such series. Source: SL 2001, ch 245, §9.
SD Codified L § 47-14A-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-10 - Trustee may be served with process.

47-14A-10. Trustee may be served with process.A trustee of a business trust may be served with process in the manner prescribed in §47-14A-11 in all civil actions or proceedings brought in the state involving or relating to the activities of the business trust or a violation by a trustee of a duty to the business trust, or any beneficial owner, whether or not the trustee is a trustee at the time suit is commenced. Every resident or nonresident of the state who accepts election or appointment or serves as a trustee of a business trust shall, by such acceptance or service, be deemed thereby to have consented to the appointment of 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) as such person's agent upon whom service of process may be made as provided in this section. Such acceptance or service shall signify the consent of such trustee that any process if so served shall be of the same legal force and validity as if served upon such trustee within the state and such appointment of such South Dakota trustee or registered agent (or, if there is none, the secretary of state) shall be irrevocable. Source: SL 2001, ch 245, §10.
SD Codified L § 47-14A-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-11 - Service of process--Fee if service made on secretary of state.

47-14A-11. Service of process--Fee if service made on secretary of state.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 the event service is made upon the secretary of state, the plaintiff shall pay to the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as part of the costs of the proceeding if the plaintiff shall prevail therein. Source: SL 2001, ch 245, §11.
SD Codified L § 47-14A-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 14A - South Dakota Business Trust Act|Section 47-14A-12 - Time for responsive pleading.

47-14A-12. Time for responsive pleading.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.