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.," or "Prof. Corp." or "P.C." The name of a limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C." 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 of 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) above.
(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) above. Lay directors and officers shall 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(7) Repealed by SL 2005, ch 240, § 9.Source: SL 1968, ch 10, § 1; SL 1989, ch 30, § 76; SL 1993, ch 344, § 39W; SL 2005, ch 240, § 9.
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