(SB 144)
Personal liability limited for persons in certain corporations.
Section
1.
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.
Section
2.
Any professional corporation or limited liability company may amend its articles of
incorporation to be consistent with this Act.
Section
3.
The code counsel shall codify sections 1, 2, and 11 of this Act in chapters 47-11A,
47-11B, 47-11C, 47-11D, 47-11E, 47-13A, and 47-13B.
Section
4.
That
§
§
47-11A-8
, 47-11A-9, 47-11A-10, 47-11A-11, and 47-11A-12 be repealed.
Section
5.
That
§
§
47-11B-17
, 47-11B-18, 47-11B-19, 47-11B-20, and 47-11B-21 be repealed.
Section
6.
That
§
§
47-11C-17
, 47-11C-18, 47-11C-19, 47-11C-20, and 47-11C-21 be repealed.
Section
7.
That
§
§
47-11D-17
, 47-11D-18, 47-11D-19, 47-11D-20, and 47-11D-21 be repealed.
Section
8.
That
§
§
47-11E-8
, 47-11E-9, 47-11E-10, 47-11E-11, and 47-11E-12 be repealed.
Section
9.
That subdivision
47-13A-2
(7) be repealed.
Section
10.
That
§
§
47-13B-8
, 47-13B-9, 47-13B-10, 47-13B-11, and 47-13B-12 be repealed.
Section
11.
The repealed provisions contained in this Act, that limited the liability of a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.