CHAPTER 47-11G
PHYSICAL THERAPY, OCCUPATIONAL THERAPY, AND SPEECH-LANGUAGE PATHOLOGY CORPORATIONS
47-11G-1 Definition of terms.
47-11G-2 Professional service corporations and limited liability companies for physical, occupational, and speech-language pathologists.
47-11G-3 Formation of corporation—Powers and privileges.
47-11G-4 Name of corporation or limited liability company.
47-11G-5 Shareholders—Requirements.
47-11G-6 Directors and officers.
47-11G-7 Personal liability--Exception.
47-11G-8 Articles of incorporation—Shareholder and employee information.
47-11G-9 Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions.
47-11G-10 Standards of professional conduct--Compliance--Discipline.
47-11G-1. Definition of terms.
As used in this chapter:
(1) "Articles of incorporation," includes the articles of organization of a limited liability company;
(2) "Corporation," includes 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 organization of a limited liability company;
(5) "Shareholders," includes the members of a limited liability company; and
(6) "Shares," includes membership interests in a limited liability company.
Source: SL 2022, ch 167, § 1.
47-11G-2. Professional service corporations and limited liability companies for physical, occupational, and speech-language pathologists.
One or more physical therapists licensed pursuant to chapter 36-10, occupational therapists licensed pursuant to chapter 36-31, speech-language pathologists licensed pursuant to chapter 36-37, or any combination of such licensees, may form a corporation under the South Dakota Business Corporation Act. The articles of incorporation must contain provisions complying with the requirements of this chapter.
Source: SL 2022, ch 167, § 2.
47-11G-3. Formation of corporation—Powers and privileges.
A corporation formed pursuant to this chapter may:
(1) Be organized for the purpose of conducting the practice of physical therapy, occupational therapy, or speech-language pathology, or any combination of such practices; and
(2) Exercise the powers and privileges conferred upon corporations by the laws of this state.
Source: SL 2022, ch 167, § 3.
47-11G-4. Name of corporation or limited liability company.
The name of a corporation formed pursuant to this chapter must 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 this chapter must contain the words, professional limited liability company, or the abbreviation, Prof. L.L.C., Prof. LLC, P.L.L.C., or PLLC.
Source: SL 2022, ch 167, § 4.
47-11G-5. Shareholders—Requirements.
All shareholders of a corporation formed pursuant to this chapter must be persons duly licensed by this state and actively engaged in the practice of physical therapy, occupational therapy, or speech-language pathology and must, at all times, own their shares in their own right.
A revocable trust may be a shareholder in a corporation organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a shareholder. 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.
Any shareholder who ceases to be an eligible shareholder must dispose of all shares either to the corporation or to a person who is qualified to be a shareholder.
Source: SL 2022, ch 167, § 5.
47-11G-6. Directors and officers.
The president of a corporation formed pursuant to this chapter must be a shareholder and director. To the extent possible, all other directors and officers must be persons having the qualifications set forth in § 47-11G-2. Lay directors and officers may not exercise any authority over professional matters.
Source: SL 2022, ch 167, § 6.
47-11G-7. Personal liability--Exception.
An obligation of a corporation formed pursuant to this chapter, whether arising in contract, tort, or otherwise, is the obligation of the corporation and the individual whose act or omission gives rise to the obligation. No shareholder, director, officer, member, or manager is personally liable, directly or indirectly, by way of contribution or otherwise, for the obligation based solely on the person's capacity as a shareholder, director, officer, member, or manager.
The limitation of liability does not extend to amounts owed to this state or its political subdivisions for any taxes, or any penalty or interest on such taxes.
Source: SL 2022, ch 167, § 7.
47-11G-8. Articles of incorporation—Shareholder and employee information.
A copy of the articles of incorporation, certified by the secretary of state, must be filed with the licensing board of each shareholder, together with a certified copy of any amendments. The corporation shall also file the names and addresses of each shareholder and the names and addresses of all persons who are not shareholders but are employed by the corporation and licensed to practice physical therapy, occupational therapy, or speech-language pathology in this state.
The respective licensing board must be notified within ten days if any information required by this section changes.
Source: SL 2022, ch 167, § 8.
47-11G-9. Pension profit sharing, health and accident insurance or welfare plan for employees--Restrictions.
A corporation formed pursuant to this chapter may adopt a pension profit-sharing, a health and accident, an insurance, or a welfare plan for all or some of its employees, including lay employees, if the plan does not require or result in the sharing of specific or identifiable fees with lay employees, and if any payments made to lay employees or into any such plan on behalf of lay employees are based on their compensation, their length of service, or both, rather than the amount of fees or income received.
Source: SL 2022, ch 167, § 9.
47-11G-10. Standards of professional conduct--Compliance--Discipline.
The corporation may not do anything which, if done by a physical therapist, occupational therapist, or speech-language pathologist, would violate the standards of conduct established for those professions.
Nothing in this chapter diminishes or changes the obligation of each physical therapist, occupational therapist, or speech-language pathologist to conduct his or her practice in accordance with the professional standards established by the respective licensing boards.
Source: SL 2022, ch 167, § 10.
