CHAPTER 47-11D
PHYSICIAN'S ASSISTANTS CORPORATIONS
47-11D-1 Formation of corporation or limited liability company authorized.
47-11D-1.1 Definition of terms.
47-11D-2 Corporate name.
47-11D-3 Certification of officers, directors and shareholders.
47-11D-3.1 Revocable trust as shareholder--Conditions.
47-11D-4 Death of shareholders--Computation of book value.
47-11D-5 Contracts for personal services with certified persons.
47-11D-6 Professional services limited to certified employees.
47-11D-7 Certified employees subject to discipline.
47-11D-8 Certificate of registration required--Application.
47-11D-9 Investigation upon application--Issuance of certificate--Duration of certificate.
47-11D-10 Posting of certificate.
47-11D-11 Change of location--Amending certificate.
47-11D-12 Certificate not assignable.
47-11D-13 Annual renewal of certificate.
47-11D-14 Suspension or revocation of certificate of registration--Grounds.
47-11D-15 Procedure for suspension or revocation of certificate.
47-11D-16 Relationship with patient unchanged.
47-11D-17 47-11D-17 to 47-11D-21. Repealed by SL 2005, ch 240, § 7.
47-11D-21.1 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.
47-11D-21.2 Amendment of articles of incorporation to be consistent with law.
47-11D-21.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11D-22 Pension, profit sharing, insurance, and welfare plans for employees--Restrictions.
47-11D-23 Application of private corporations law.
47-11D-1. Formation of corporation or limited liability company authorized.
One or more physician assistants may form a professional corporation for practicing as physician's assistants under the South Dakota Business Corporation Act, if such corporations are organized and operated in accordance with the provisions of this chapter.
Physician's assistants may form a professional limited liability company under the South Dakota Limited Liability Company Act if the limited liability company is organized and operated in accordance with the provisions of this chapter. The articles of organization of the limited liability company shall contain provisions complying with the requirements of this chapter.
Source: SL 1993, ch 337, § 1; SL 2000, ch 222, § 5.
47-11D-1.1. Definition of terms.
Terms used in this chapter shall also include the following terms:
(1) "Articles of incorporation," 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," any manager of a limited liability company or the members of a limited liability company that does not have managers;
(4) "Incorporation," the members of a limited liability company;
(5) "Shareholders," the members of a limited liability company;
(6) "Shares" or "stock," membership interests in a limited liability company.
Source: SL 2000, ch 222, § 6.
47-11D-2. Corporate name.
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., PC, or Prof. Ltd. The name of a limited liability company formed under § 47-11D-1 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 1993, ch 337, § 2; SL 2000, ch 222, § 7; SL 2020, ch 197, § 5.
47-11D-3. Certification of officers, directors and shareholders.
All of the officers, directors, and shareholders of a corporation created by this chapter shall at all times be persons certified pursuant to the provisions of chapter 36-4A. No person who is not so certified may 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 certified.
Source: SL 1993, ch 337, § 3.
47-11D-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, § 5.
47-11D-4. Death of shareholders--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 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 accounting method used by the corporation.
Source: SL 1993, ch 337, § 4.
47-11D-5. Contracts for personal services with certified persons.
Any corporation formed pursuant to this chapter may enter into contracts for personal services with persons certified pursuant to chapter 36-4A for such duration as may be agreed to between the parties, and persons so certified may enter into contracts with corporations formed under this chapter.
Source: SL 1993, ch 337, § 5.
47-11D-6. Professional services limited to certified employees.
A corporation formed pursuant to this chapter may render professional services only through its officers, employees, and agents who are duly certified to render such professional services under the provisions of chapter 36-4A. However, this section may not be interpreted to include in the term employee, as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not considered by law to be rendering professional services to the public.
Source: SL 1993, ch 337, § 6.
47-11D-7. Certified employees subject to discipline.
Each individual employee certified pursuant to chapter 36-4A who is employed by a corporation subject to this chapter remains subject to reprimand or discipline for his conduct under the provisions of chapter 36-4A.
Source: SL 1993, ch 337, § 7.
47-11D-8. Certificate of registration required--Application.
No corporation may open, operate, or maintain an establishment for practicing as physician's assistants without a certificate of registration from the State Board of Medical and Osteopathic Examiners hereinafter referred to as the board. Application for such registration shall be made to the 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 1993, ch 337, § 8.
47-11D-9. Investigation upon application--Issuance of certificate--Duration of certificate.
Upon receipt of an application made pursuant to § 47-11D-8, the board shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each certified pursuant to chapter 36-4A 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 rules of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate which shall remain effective until January first following the date of such registration.
Source: SL 1993, ch 337, § 9.
47-11D-10. Posting of certificate.
The certificate of registration issued pursuant to § 47-11D-9 shall be conspicuously posted upon the premises to which it is applicable.
Source: SL 1993, ch 337, § 10.
47-11D-11. Change of location--Amending certificate.
In the event of a change of location of the registered corporation, the board in accordance with its rules shall amend the certificate of registration so that it shall apply to the new location. The board may promulgate rules pursuant to chapter 1-26 for the amending of a certificate.
Source: SL 1993, ch 337, § 11.
47-11D-12. Certificate not assignable.
No certificate of registration issued under this chapter is assignable.
Source: SL 1993, ch 337, § 12.
47-11D-13. Annual renewal of certificate.
Upon written application of the holder, accompanied by a fee of one hundred dollars, the board shall annually renew the certificate of registration if the board finds that the corporation has compiled with its rules and the provisions of this chapter.
Source: SL 1993, ch 337, § 13; SL 1999, ch 190, § 5.
47-11D-14. Suspension or revocation of certificate of registration--Grounds.
The board may suspend or revoke any certificate of registration issued under this chapter for any of the following reasons:
(1) The revocation or suspension of the certificate practice as a physician's assistant 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, stockholder, 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 of registration has failed to comply with the provisions of this chapter or the rules prescribed by the board.
Source: SL 1993, ch 337, § 14.
47-11D-15. Procedure for suspension or revocation of certificate.
Any proceedings undertaken by the board for the revocation or suspension of a certificate of registration shall be deemed a contested case under the provisions of chapter 1-26.
Source: SL 1993, ch 337, § 15.
47-11D-16. Relationship with patient unchanged.
This chapter does not alter any law applicable to the relationship between a physician's assistant furnishing professional services and a person receiving such service, including liability arising out of such service.
Source: SL 1993, ch 337, § 16.
47-11D-21.1. 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.
47-11D-21.2. 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.
47-11D-21.3. Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for any act, error, or omission of an employee of the professional corporation or limited liability company by maintaining professional liability insurance meeting certain standards, shall remain in effect for any act, error, or omission, whether arising in contract, tort, or otherwise, occurring before July 1, 2005.
Source: SL 2005, ch 240, § 11.
47-11D-22. Pension, profit sharing, insurance, and welfare plans for employees--Restrictions.
A corporation formed pursuant to the provisions of this chapter, 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. However, any such plan may 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 1993, ch 337, § 22.
47-11D-23. Application of private corporations law.
The provisions of the law governing private corporations apply to corporations formed under this chapter, including their organization, and they enjoy the powers and privileges and are subject to the duties, restrictions, and liabilities of other corporations, except so far as limited or enlarged by this chapter.
Source: SL 1993, ch 337, § 23.
