47-11A-1. Formation of corporation and limited liability company authorized. One or more chiropractors may form professional service corporations for the practice of chiropractic under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter. The articles of incorporation of such corporations […]
47-11A-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 […]
47-11A-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 […]
47-11A-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.
47-11A-13. Articles of incorporation filed with chiropractic examiners–List of shareholders and employees. 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-treasurer of the Board of Chiropractic Examiners of South Dakota, together with a certified copy of all […]
47-11A-14. Purchase at book value of shares of deceased or ineligible shareholder. 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 […]
47-11A-15. Corporate practice of chiropractic restricted–Application of canons of ethics. Except as provided in this chapter, corporations shall not engage in the practice of chiropractic. 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 canons of professional ethics. Source: […]
47-11A-16. Pension and insurance plans for employees–Restrictions on terms. 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 […]
47-11A-17. Standards of professional conduct binding on corporation. The corporation shall do nothing which if done by a chiropractor employed by it would violate the standards of professional conduct established for such chiropractor pursuant to law. The corporation shall at all times comply with the standards of professional conduct established by the South Dakota Chiropractors […]
47-11A-18. Violation as ground for revocation of chiropractic license. Any violation of this chapter by the corporation shall be grounds for the Board of Chiropractic Examiners to revoke its, or any of its members, right to practice chiropractic. Source: SL 1970, ch 258, §2.
47-11A-19. Individual professional obligations unimpaired–Individual subject to discipline. Nothing in this chapter shall be deemed to diminish or change the obligation of each chiropractor employed by the corporation to conduct his practice in accordance with the standards of professional conduct promulgated by the South Dakota State Chiropractors Association or by the Board of Chiropractic Examiners; […]
47-11A-2. Purpose of corporation. A corporation formed under §47-11A-1 shall be organized solely for the purpose of conducting the practice of chiropractic only through persons qualified to practice chiropractic in the State of South Dakota. Source: SL 1970, ch 258, §1 (2).
47-11A-20. Relationship with patient unchanged. This chapter does not alter any law applicable to the relationship between a chiropractor furnishing chiropractic service and a person receiving such service, including liability arising out of such service. Source: SL 1970, ch 258, §2.
47-11A-21. Management of deceased or substantially disabled chiropractor’s practice. The estate or agent of a deceased or substantially disabled chiropractor may contract with or employ a chiropractor to manage the deceased or substantially disabled chiropractor’s practice for a period, not to exceed twenty-four months, following the date of death or substantial disability of the chiropractor, […]
47-11A-3. Powers and privileges restricted to corporate purpose. A corporation formed under §47-11A-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 1970, ch 258, §1 (3).
47-11A-4. Words or abbreviations required in corporate name–Ethical standards. The name of a corporation formed under §47-11A-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 §47-11A-1 shall contain the words “professional limited liability […]
47-11A-5. Shareholding restricted to licensed chiropractors–Active practice required. All shareholders of a corporation formed under §47-11A-1 shall be persons duly licensed by the Board of Chiropractic Examiners of the State of South Dakota to practice chiropractic in the State of South Dakota, and who at all times own their shares in their own right. They […]
47-11A-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 […]
47-11A-6. Disposition of shares when shareholder no longer eligible. Provisions shall be made requiring any shareholder of a corporation formed under §47-11A-1 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 §47-11A-5. Source: SL 1970, […]
47-11A-7. Qualifications of president, directors, and officers. The president of a corporation formed under §47-11A-1 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 §47-11A-5. Lay directors and officers shall not exercise any authority whatsoever over professional matters. Source: […]
