South Dakota Codified Laws
Chapter 13A - Professional Corporations For The Practice Of Law
Section 47-13A-2.2 - 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.

47-13A-2.2. 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, ยง1.

Structure South Dakota Codified Laws

South Dakota Codified Laws

Title 47 - Corporations

Chapter 13A - Professional Corporations For The Practice Of Law

Section 47-13A-1 - Professional corporations for practice of law authorized--Limited liability company.

Section 47-13A-1.1 - Definition of terms.

Section 47-13A-2 - Contents of articles of incorporation.

Section 47-13A-2.1 - Revocable trust as shareholder--Conditions.

Section 47-13A-2.2 - 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.

Section 47-13A-2.3 - Amendment of articles of incorporation to be consistent with law.

Section 47-13A-3 - Certified copy of articles and amendments filed with Supreme Court clerk.

Section 47-13A-4 - List of shareholders and employees filed with Supreme Court clerk.

Section 47-13A-5 - Corporation's violation of standards of professional conduct and rules of court prohibited--Compliance with standards and provisions of chapter.

Section 47-13A-6 - Violation as grounds for termination or suspension of right to practice law.

Section 47-13A-7 - Attorneys employed by corporation subject to standards of professional conduct--Personal liability.

Section 47-13A-8 - Attorney-client privilege unaffected.

Section 47-13A-9 - Adoption of pension, profit-sharing, and insurance plans authorized.

Section 47-13A-10 - Practice of law by corporations prohibited--Professional service corporations not deemed to be lay agencies.