reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-8 - Contents of application for registration--Acceptance or denial--Certificate not assignable--Posting--Change in location.

47-12-8. Contents of application for registration--Acceptance or denial--Certificate not assignable--Posting--Change in location.
An application for registration shall contain the name, address, state of organization, employer identification number of the entity, and such other information as may be required by the State Board of Dentistry. Upon receipt of an application for registration and a registration fee of one hundred dollars, the board shall issue a certificate of registration if the board finds that each director, manager, member, partner, and shareholder is licensed as a dentist pursuant to chapter 36-6A or is a qualified entity, if no disciplinary action is pending before the board, or any other state dental board, against any of them, and if it appears the entity has been compliant with law and the regulations of the board. The board may deny an application for registration for failure to meet the requirements of this chapter or any rule promulgated thereunder. If the board denies an application for a certificate of registration, the entity whose application has been denied shall be afforded an opportunity for hearing pursuant to chapter 1-26.
No certificate of registration is assignable. The certificate of registration shall be conspicuously posted at the premises to which it is applicable. Each certificate holder shall notify the board within ten days of a change in the location of the registered entity.
Source:
SL 1963, ch 35, §5; SL 1970, ch 255, §4; SL 2017, ch 194, §10.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-12 - Annual renewal of certificate--Conditions.

47-12-12. Annual renewal of certificate--Conditions.
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 fee of twenty-five dollars, the board shall renew the certificate of registration if the board finds the entity has complied with the provisions of this chapter and the regulations prescribed by the board. If a certificate of registration is not renewed on or before July first, the entity's registration under this chapter is automatically suspended until the entity complies with the requirements of this section.
Source:
SL 1963, ch 35, §6; SL 1970, ch 255, §5; SL 2017, ch 194, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-13 - Condition, limitation, suspension, or revocation of certificate--Grounds--Opportunity for hearing.

47-12-13. Condition, limitation, suspension, or revocation of certificate--Grounds--Opportunity for hearing.
The State Board of Dentistry may place a condition, limit, suspend, or revoke any certificate of registration for any of the following reasons:
(1)The revocation or suspension of the license to practice dentistry of any officer, director, manager, member, partner, shareholder, or employee not promptly removed or discharged by the entity;
(2)Unethical professional conduct, professional incompetence, or unprofessional or dishonorable conduct under chapter 36-6A on the part of any officer, director, manager, member, partner, shareholder, or employee not promptly removed or discharged by the entity;
(3)The death of the last remaining licensed member, partner, or shareholder; or
(4)Upon finding that the certificate holder failed to comply with the provisions of this chapter or the regulations prescribed by the board.
If the board places on condition, limits, suspends, or revokes a certificate of registration, the affected entity shall be afforded an opportunity for hearing pursuant to chapter 1-26.
Source:
SL 1963, ch 35, §10; SL 2017, ch 194, §15.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-14 - Hearings--Appeal.

47-12-14. Hearings--Appeal.
Each hearing and other proceeding under this chapter shall be conducted in accordance with chapter 1-26. Any final decision of the State Board of Dentistry under §47-12-8 or 47-12-13 may be appealed to circuit court in accordance with chapter 1-26 within thirty days. Prior to taking any appeal to circuit court, the entity shall first exhaust all available remedies under this chapter and chapter 1-26. Notice of appeal to circuit court shall be served upon the board by service upon the secretary of state, as registered agent for the board under this chapter, an attested copy thereof within thirty days after the board has notified the appellant of its decision.
Source:
SL 1963, ch 35, §11; SL 2017, ch 194, §16.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-17 - Dentist-patient relationship unaffected.

47-12-17. Dentist-patient relationship unaffected.
This chapter does not alter any law applicable to the relationship between a dentist furnishing dental service and a person receiving such service, including liability arising out of such service.
Source:
SL 1963, ch 35, §15.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-19 - Severability and saving clause.

47-12-19. Severability and saving clause.
If any provision of this chapter or the application thereof to any person or circumstances is invalid, such invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are declared to be severable.
Source:
SL 1963, ch 35, §19.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 12 - Dental Corporations › Section 47-12-20 - Conflict with chapter 36-6A.

47-12-20. Conflict with chapter 36-6A.
If any provision of this chapter conflicts with chapter 36-6A, the provisions of chapter 36-6A shall take precedence.
Source:
SL 1963, ch 35, §3; SL 1971, ch 213, §41; SL 2017, ch 194, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-1 - Veterinary corporations authorized--Formation and purposes of corporation--Limited liability companies authorized.

47-13-1. Veterinary corporations authorized--Formation and purposes of corporation--Limited liability companies authorized.
One or more persons licensed pursuant to chapter 36-12, hereinafter referred to as the Veterinary Practice Act, may associate to form a corporation, pursuant to the provisions of law pertaining to private corporations to own, operate, and maintain an establishment for the study, diagnosis, and treatment for the prevention, cure, or relief of a pain, deformity, wound, fracture, body injury, or physical condition or disability of animals and to promote scientific research and knowledge of the same; and for any other purpose incident or necessary thereto; provided such diagnosis and treatment may be given by employees of the corporation only if they are licensed pursuant to the Veterinary Practice Act.
Persons licensed pursuant to the Veterinary Practice Act may associate to form a limited liability company pursuant to the provisions of law pertaining to limited liability companies to own, operate, and maintain an establishment for the study, diagnosis, cure, or relief of a pain, deformity, wound, fracture, body injury, or physical conditions or disability of animals and to promote scientific research and knowledge of the same; and for any other purpose incident or necessary thereto; provided such diagnosis and treatment may be given by employees of the limited liability company only if they are licensed pursuant to the Veterinary Practice Act.
Source:
SL 1964, ch 20, §2; SL 1973, ch 282; SL 1993, ch 344, §39R.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-1.1 - Definition of terms.

47-13-1.1. 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, §39S.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-2 - Corporate name.

47-13-2. Corporate name.
The corporate name shall end with the word "chartered," or, the word "limited," or the abbreviation "Ltd.," or the words "professional association," or the abbreviation "P.C." or "PC". Corporations that were utilizing the designation "P.A." on July 1, 1974, but no others, may continue to use that designation. 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".
Source:
SL 1964, ch 20, §4; SL 1974, ch 295, §1; SL 1993, ch 344, §39T; SL 2020, ch 197, § 8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-3 - Veterinary license required for all officers, directors, and shareholders.

47-13-3. Veterinary license required for all officers, directors, and shareholders.
All of the officers, directors, and shareholders of a corporation subject to this chapter shall at all times be persons licensed pursuant to the Veterinary Practice Act. No person who is not so licensed shall have any part in the ownership, or control of such corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so licensed.
Source:
SL 1964, ch 20, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-3.1 - Revocable trust as shareholder--Conditions.

47-13-3.1. 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, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-4 - Death of shareholder--Computation of book value.

47-13-4. Death of shareholder--Computation of book value.
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 own shares in the corporation, the price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation.
Source:
SL 1964, ch 20, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-5 - Contracts for personal services with licensed persons.

47-13-5. Contracts for personal services with licensed persons.
Notwithstanding any provision of statute to the contrary any veterinary corporation licensed under this chapter may enter into contracts for personal services with persons licensed pursuant to the Veterinary Practice Act for such duration as is agreed to between the parties.
Source:
SL 1964, ch 20, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-6 - Employees subject to Veterinary Practice Act.

47-13-6. Employees subject to Veterinary Practice Act.
Each individual employee licensed pursuant to the Veterinary 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 Veterinary Practice Act.
Source:
SL 1964, ch 20, §16.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-7 - Certificate of registration required--Application for certificate--Contents.

47-13-7. Certificate of registration required--Application for certificate--Contents.
No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in §47-13-1 without a certificate of registration from the Board of Veterinary Medical Examiners, hereinafter referred to as the board. Application for such registration shall be made to said board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.
Source:
SL 1964, ch 20, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-8 - Action on application--Conditions to issuance of certificate--Duration of certificate.

47-13-8. Action on application--Conditions to issuance of certificate--Duration of certificate.
Upon receipt of an application under §47-13-7, the Board of Veterinary Medical 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 Veterinary Practice Act and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the regulations of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate of registration which shall remain effective until January first following the date of such registration.
Source:
SL 1964, ch 20, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-10 - Amending certificate upon change of location.

47-13-10. Amending certificate upon change of location.
In the event of a change of location of the registered establishment, the Board of Veterinary Medical Examiners, in accordance with its regulations, shall amend the certificate of registration so that it shall apply to the new location.
Source:
SL 1964, ch 20, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-12 - Annual renewal of certificate--Conditions.

47-13-12. Annual renewal of certificate--Conditions.
Upon written application of the holder, accompanied by a fee of ten dollars, the Board of Veterinary Medical Examiners 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.
Source:
SL 1964, ch 20, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-13 - Suspension or revocation of certificate--Grounds.

47-13-13. Suspension or revocation of certificate--Grounds.
The Board of Veterinary Medical Examiners may suspend or revoke any certificate of registration for any of the following reasons:
(1)The revocation or suspension of the license to practice veterinary medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;
(2)Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;
(3)The death of the last remaining shareholder; or
(4)Upon finding that the holder of a certificate has failed to comply with the provisions of this chapter or the regulations prescribed by the board.
Source:
SL 1964, ch 20, §10.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-14 - Notice and hearing required--Contents of notice.

47-13-14. Notice and hearing required--Contents of notice.
Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor, and shall be given a public hearing by the Board of Veterinary Medical Examiners with the right to produce testimony concerning the charges made. The notice shall also state the place and date of the hearing which shall be at least five days after service of said notice.
Source:
SL 1964, ch 20, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-15 - Appeal from denial of certificate--Power of court on appeal.

47-13-15. Appeal from denial of certificate--Power of court on appeal.
Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may, within thirty days after notice of such action by the Board of Veterinary Medical Examiners, appeal to the circuit court for the county where such corporation has its principal place of business. The court shall inquire into the cause of the board's action and may affirm, or reverse such decision and order a further hearing by the board, or may order the board to grant appellant a certificate of registration.
Source:
SL 1964, ch 20, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-16 - Service of notice of appeal.

47-13-16. Service of notice of appeal.
Notice of appeal shall be served upon any member of the Board of Veterinary Medical Examiners by leaving with such member, or at his usual place of abode, an attested copy thereof within thirty days after the board has notified such appellant of its decision.
Source:
SL 1964, ch 20, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-17 - Veterinary-customer relationship unaffected.

47-13-17. Veterinary-customer relationship unaffected.
This chapter does not alter any law applicable to the relationship between a veterinary and a person for whom services are rendered, including liability arising out of such service.
Source:
SL 1964, ch 20, §15.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-18 - Private corporations law as applicable.

47-13-18. Private corporations law as applicable.
The provisions of the law governing private corporations shall be applicable to corporations formed under this chapter, including their organization, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this chapter.
Source:
SL 1964, ch 20, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-19 - Severability and saving clause.

47-13-19. Severability and saving clause.
If any provision of this chapter or the application thereof to any person or circumstances is invalid, such invalidity shall not affect other provisions or application of this chapter which can be given effect without the invalid provisions or application, and to this end the provisions of this chapter are declared to be severable.
Source:
SL 1964, ch 20, §18.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13 - Veterinary Corporations › Section 47-13-20 - Conflict with Veterinary Practice Act.

47-13-20. Conflict with Veterinary Practice Act.
If any provision of this chapter conflicts with the Veterinary Practice Act this chapter shall take precedence.
Source:
SL 1964, ch 20, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-1 - Professional corporations for practice of law authorized--Limited liability company.

47-13A-1. Professional corporations for practice of law authorized--Limited liability company.
One or more lawyers licensed pursuant to chapter 16-16 may form professional service corporations for the practice of law under §§47-1A-101 to 47-1A-863.3, inclusive, §§47-1A-1401 to 47-1A-1440, inclusive, and §§47-1A-1601 to 47-1A-1621.3, inclusive, or may form limited liability companies under the South Dakota Limited Liability Company Act, providing that such corporations and limited liability companies are organized and operated in accordance with the provisions of this chapter. In any corporation formed under this chapter one or more persons may act as the sole stockholders, directors or officers of such corporation. However, any limited liability company formed under this chapter shall comply with the South Dakota Limited Liability Act, as amended.
Source:
SL 1968, ch 10, §1; SL 1973, ch 283; SL 1993, ch 344, §39U; SL 2005, ch 202, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-1.1 - Definition of terms.

47-13A-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, §39V.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-2 - Contents of articles of incorporation.

47-13A-2. Contents of articles of incorporation.
The articles of incorporation of such corporations shall contain provisions complying with the following requirements:
(1)The name of a corporation 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 shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C.", "Prof. LLC", "P.L.L. C.", "PLLC". In addition, the name of the corporation shall always meet the ethical standards established for the names of law firms by the Rules of Professional Conduct of the Supreme Court of South Dakota as if all the stockholders of the corporation were partners.
(2)The corporation shall be organized solely for the purpose of conducting the practice of law only through persons qualified to practice law in the State of South Dakota.
(3)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.
(4)All shareholders of the corporation shall be persons duly licensed by the Supreme Court of the State of South Dakota to practice law 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 illness, accident, time spent in the armed services, on vacations, and on leaves of absence not to exceed one year, are actively engaged in the practice of law in the offices of the corporation.
(5)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 subdivision (4).
(6)The president 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 subdivision (4). Lay directors and officers may not exercise any authority whatsoever over professional matters.
(7)Repealed by SL 2005, ch 240, §9.
Source:
SL 1968, ch 10, §1; SL 1989, ch 30, §76; SL 1993, ch 344, §39W; SL 2005, ch 240, §9; SL 2020, ch 197, § 9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-2.1 - Revocable trust as shareholder--Conditions.

47-13A-2.1. 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, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-2.2 - 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.

47-13A-2.2. 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.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-2.3 - Amendment of articles of incorporation to be consistent with law.

47-13A-2.3. 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.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-3 - Certified copy of articles and amendments filed with Supreme Court clerk.

47-13A-3. Certified copy of articles and amendments filed with Supreme Court clerk.
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 clerk of the Supreme Court of South Dakota, together with a certified copy of all amendments thereto.
Source:
SL 1968, ch 10, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-4 - List of shareholders and employees filed with Supreme Court clerk.

47-13A-4. List of shareholders and employees filed with Supreme Court clerk.
At the time of filing the original articles with the clerk of the Supreme Court, 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 of all persons who are not shareholders who are employed by the corporation and who are authorized to practice law in South Dakota. Within ten 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 clerk.
Source:
SL 1968, ch 10, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-5 - Corporation's violation of standards of professional conduct and rules of court prohibited--Compliance with standards and provisions of chapter.

47-13A-5. Corporation's violation of standards of professional conduct and rules of court prohibited--Compliance with standards and provisions of chapter.
The corporation shall do nothing which if done by an attorney employed by it would violate the standards of professional conduct established for such attorney pursuant to law, including rules of court. The corporation shall at all times comply with the standards of professional conduct established by the Supreme Court of South Dakota and the provisions of this chapter.
Source:
SL 1968, ch 10, §2; SL 1969, ch 18.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-6 - Violation as grounds for termination or suspension of right to practice law.

47-13A-6. Violation as grounds for termination or suspension of right to practice law.
Any violation of this chapter by the corporation shall be grounds for the Supreme Court to terminate or suspend its, or any of its members' right to practice law.
Source:
SL 1968, ch 10, §2; SL 1969, ch 18.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-7 - Attorneys employed by corporation subject to standards of professional conduct--Personal liability.

47-13A-7. Attorneys employed by corporation subject to standards of professional conduct--Personal liability.
Nothing in this chapter shall be deemed to diminish or change the obligation of each attorney employed by the corporation to conduct his practice in accordance with the standards of professional conduct promulgated by the State Bar of South Dakota or by the Supreme Court of South Dakota; any attorney 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 rule, shall be deemed personally responsible for such act or omission and shall be subject to discipline therefor.
Source:
SL 1968, ch 10, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-8 - Attorney-client privilege unaffected.

47-13A-8. Attorney-client privilege unaffected.
Nothing in this chapter shall be deemed to modify the attorney-client privilege established by the Legislature and any comparable common law privilege.
Source:
SL 1968, ch 10, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-9 - Adoption of pension, profit-sharing, and insurance plans authorized.

47-13A-9. Adoption of pension, profit-sharing, and insurance plans authorized.
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 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 1968, ch 10, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13A - Professional Corporations For The Practice Of Law › Section 47-13A-10 - Practice of law by corporations prohibited--Professional service corporations not deemed to be lay agencies.

47-13A-10. Practice of law by corporations prohibited--Professional service corporations not deemed to be lay agencies.
Except as provided in this chapter, corporations may not engage in the practice of law. Professional service corporations organized and operated in accordance with the provisions of this chapter may not be deemed lay agencies within the meaning of the Rules of Professional Conduct.
Source:
SL 1968, ch 10, §4; SL 1989, ch 30, §§52, 76A.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 13B - Professional Corporations For The Practice Of Public Accounting › Section 47-13B-1 - Formation of corporations or limited liability companies authorized.

47-13B-1. Formation of corporations or limited liability companies authorized.
Public accountants may form professional service corporations or limited liability companies for the practice of public accounting under the South Dakota Business Corporation Act as amended, or the South Dakota Limited Liability Act as amended, respectively, providing that such corporations and limited liability companies are organized and operated in accordance with the provisions of this chapter.
Source:
SL 1971, ch 260, §1; SL 1993, ch 344, §39Y.
2023 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.
2023 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.
2023 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).
2023 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.
2023 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.
2023 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).
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.