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47-12 DENTAL CORPORATIONS
CHAPTER 47-12

DENTAL CORPORATIONS

47-12-1      Dental corporations authorized--Formation and purposes of corporation--Limited liability companies authorized.
47-12-1.1      Definition of terms.
47-12-2      Corporate name.
47-12-3      Dental license required for officers, directors, and shareholders--Appointed secretary or treasurer.
47-12-3.1      Revocable trust as shareholder--Conditions.
47-12-4      Death of shareholder--Computation of book value.
47-12-5      Contracts for personal services with licensed persons.
47-12-6      Employees subject to Dental Practice Act.
47-12-7      Certificate of registration required--Application for certificate--Contents.
47-12-8      Action on application--Conditions to issuance of certificate--Duration of certificate.
47-12-9      Posting of certificate required.
47-12-10      Amending certificate upon change of location.
47-12-11      Certificate not assignable.
47-12-12      Annual renewal of certificate--Conditions.
47-12-13      Suspension or revocation of certificate--Grounds.
47-12-14      Notice and hearing required--Contents of notice.
47-12-15      Appeal from denial of certificate--Power of court on appeal.
47-12-16      Service of notice of appeal.
47-12-17      Dentist-patient relationship unaffected.
47-12-18      Private corporations law as applicable.
47-12-19      Severability and saving clause.
47-12-20      Conflict with Dental Practice Act.
47-12-21      Citation of chapter.


47-12-1 Dental corporations authorized--Formation and purposes of corporation--Limited liability c...
     47-12-1.   Dental corporations authorized--Formation and purposes of corporation--Limited liability companies authorized. One or more persons licensed pursuant to chapter 36-6A, hereinafter referred to as the Dental Practices 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 of dental ailments and injuries and to promote dental and scientific research and knowledge; and for any other purpose incident or necessary thereto; provided such treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Dental Practices Act.
     Persons licensed pursuant to the Dental Practices 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, and treatment of dental ailments and injuries and to promote dental and scientific research and knowledge and for any other purpose incident or necessary thereto; provided such treatment, consultation, or advice may be given by employees of the limited liability company only as they are licensed pursuant to the Dental Practices Act.

Source: SL 1963, ch 35, § 2; SL 1970, ch 255, § 1; SL 1993, ch 344, § 39N.


47-12-1.1 Definition of terms.
     47-12-1.1.   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, § 39O.


47-12-2 Corporate name.
     47-12-2.   Corporate name. Should the corporation or limited liability company consist of no more than two shareholders or members, the name shall include the surnames of all shareholders or members.
     The corporate name, in any event, shall end with the word "incorporated," or the abbreviation "Inc.," "chartered," or, the word "limited," or the abbreviation "Ltd.," or the words "professional association," or the abbreviation "P.C." 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, in any event, shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C."

Source: SL 1963, ch 35, § 4; SL 1970, ch 255, § 2; SL 1974, ch 295, § 1; SL 1993, ch 344, § 39P.


47-12-3 Dental license required for officers, directors, and shareholders--Appointed secretary or ...
     47-12-3.   Dental license required for officers, directors, and shareholders--Appointed secretary or treasurer. All of the officers, directors, and shareholders of a corporation subject to this chapter shall at all times be persons licensed pursuant to the Dental Practice Act, provided, however, that should the corporation consist of no more than two shareholders, the duties of the secretary and/or the duties of the treasurer may be performed by an appointed person who is not licensed pursuant to the Dental Practice Act and in which event such appointed person and such office shall be entitled "appointed secretary" and/or "appointed treasurer" and such appointed person shall not be deemed to be an officer under the provisions of this chapter. No person who is not licensed pursuant to the Dental Practice Act shall have any part in the ownership, or control of such corporation, except as appointed secretary or appointed treasurer as herein provided, nor may any proxy to vote any shares of such corporation be given to a person who is not so licensed.

Source: SL 1963, ch 35, § 14; SL 1970, ch 255, § 3.


47-12-3.1 Revocable trust as shareholder--Conditions.
     47-12-3.1.   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, § 7.


47-12-4 Death of shareholder--Computation of book value.
     47-12-4.   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, then 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 1963, ch 35, § 17.


47-12-5 Contracts for personal services with licensed persons.
     47-12-5.   Contracts for personal services with licensed persons. Notwithstanding any provision of the statute to the contrary, any dental corporation licensed under this chapter may enter into contracts for personal services with persons licensed pursuant to the Dental Practice Act for such duration as is agreed to between the parties.

Source: SL 1963, ch 35, § 18.


47-12-6 Employees subject to Dental Practice Act.
     47-12-6.   Employees subject to Dental Practice Act. Each individual employee licensed pursuant to the Dental 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 Dental Practice Act.

Source: SL 1963, ch 35, § 16.


47-12-7 Certificate of registration required--Application for certificate--Contents.
     47-12-7.   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 § 47-12-1 without a certificate of registration from the State Board of Dentistry, 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 1963, ch 35, § 5.


47-12-8 Action on application--Conditions to issuance of certificate--Duration of certificate.
     47-12-8.   Action on application--Conditions to issuance of certificate--Duration of certificate. Upon receipt of an application under § 47-12-7, the State Board of Dentistry shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Dental 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 one hundred dollars, a certificate of registration which shall remain effective until January first following the date of such registration.

Source: SL 1963, ch 35, § 5; SL 1970, ch 255, § 4.


47-12-9 Posting of certificate required.
     47-12-9.   Posting of certificate required. The certificate of registration shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 1963, ch 35, § 7.


47-12-10 Amending certificate upon change of location.
     47-12-10.   Amending certificate upon change of location. In the event of a change of location of the registered establishment, the State Board of Dentistry, in accordance with its regulations, shall amend the certificate of registration so that it shall apply to the new location.

Source: SL 1963, ch 35, § 8.


47-12-11 Certificate not assignable.
     47-12-11.   Certificate not assignable. No certificate of registration shall be assignable.

Source: SL 1963, ch 35, § 9.


47-12-12 Annual renewal of certificate--Conditions.
     47-12-12.   Annual renewal of certificate--Conditions. Upon written application of the holder, accompanied by a fee of twenty-five dollars, the State Board of Dentistry shall annually renew the certificate of registration if the board finds that the corporation has complied with its regulations and provisions of this chapter.

Source: SL 1963, ch 35, § 6; SL 1970, ch 255, § 5.


47-12-13 Suspension or revocation of certificate--Grounds.
     47-12-13.   Suspension or revocation of certificate--Grounds. The State Board of Dentistry may 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, 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 1963, ch 35, § 10.


47-12-14 Notice and hearing required--Contents of notice.
     47-12-14.   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 State Board of Dentistry 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 1963, ch 35, § 11.


47-12-15 Appeal from denial of certificate--Power of court on appeal.
     47-12-15.   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 State Board of Dentistry, 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 1963, ch 35, § 12.


47-12-16 Service of notice of appeal.
     47-12-16.   Service of notice of appeal. Notice of appeal shall be served upon any member of the State Board of Dentistry 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 1963, ch 35, § 13.


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.


47-12-18 Private corporations law as applicable.
     47-12-18.   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 1963, ch 35, § 3.


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.


47-12-20 Conflict with Dental Practice Act.
     47-12-20.   Conflict with Dental Practice Act. If any provision of this chapter conflicts with the Dental Practice Act, the Dental Practice Act shall take precedence.

Source: SL 1963, ch 35, § 3; SL 1971, ch 213, § 41.


47-12-21 Citation of chapter.
     47-12-21.   Citation of chapter. This chapter may be cited as "The Dental Corporation Act."

Source: SL 1963, ch 35, § 1.


Title 47

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