S.C. Code Ann. § 33-31-140 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-140
SECTION 33-31-140. Definitions.
Status: in_force

Unless the context otherwise requires; (1) "Approved by the members" or "approval by the members" means approved or ratified by the members entitled to vote on the issue through either: (a) the affirmative vote of a majority of the votes of the members represented and voting at a duly held meeting at which a quorum is present or the affirmative vote of the greater proportion including the votes of any required proportion of the members of any class as the articles, bylaws, or this chapter may provide for specified types of member action; or (b) a written ballot or written consent in conformity with this chapter. (2) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger. (3) "Board" or "board of directors" means the individual or individuals vested with overall management of the affairs of the domestic or foreign corporation, irrespective of the name by which the individual or individuals are designated, except that no individual or group of individuals is the board of directors because of powers delegated to that individual or group pursuant to Section 33-31-801(c). (4) "Bylaws" means the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. (5) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights are considered the same if they are determined by a formula applied uniformly. (6) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color or typing in capitals or underlined is conspicuous. (7) "Corporation" means public benefit, mutual benefit, and religious corporation. (8) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. (9) "Deliver" includes mail. (10) "Directors" means natural persons, designated in the charter or bylaws or elected by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which these persons are described. (11) "Distribution" means the direct or indirect transfer of assets or any part of the income or profit of a corporation to its members, directors, or officers. The term does not include: (a) the payment of compensation in a reasonable amount to its members, directors, or officers for services rendered; (b) conferring benefits on its members in conformity with its purposes; or (c) repayment of debt obligations in the normal and ordinary course of conducting activities. (12) "Domestic corporation" means a corporation. (13) "Effective date of notice" is defined in Section 33-31-141. (14) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee. (15) "Entity" includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government. (16) "File", "filed", or "filing" means filed in the office of the Secretary of State. (17) "Foreign corporation" means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State. (18) "Governmental subdivision" includes authority, county, district, and municipality. (19) "Includes" denotes a partial definition. (20) "Individual" includes the estate of an incompetent individual. (21) "Internal Revenue Code" means the Internal Revenue Code of 1986, or any future federal tax code or succeeding statute of like tenor and effect, and any reference to a section of the Internal Revenue Code also shall mean the corresponding section of any future federal tax code. (22) "Means" denotes a complete definition. (23)(a) "Member" means a person entitled, pursuant to a domestic or foreign corporation's articles or bylaws, without regard to what a person is called in the articles or bylaws, to vote on more than one occasion for the election of a director or directors or any other matter which under the terms of this chapter requires approval by the members. (b) A person is not a member by virtue of any of the following: (A) any rights the person has as a delegate; (B) any rights the person has to designate or appoint a director or directors; or (C) any rights the person has as a director. (24) "Membership" refers to the rights and obligations a member has pursuant to a corporation's articles, bylaws, and this chapter. (25) "Mutual benefit corporation" means a domestic corporation which either is formed as a mutual benefit corporation pursuant to Sections 33-31-201 through 33-31-207, is designated a mutual benefit corporation by a statute, or does not come within the definition of public benefit or religious corporation. (26) "Notice" is defined in Section 33-31-141. (27) "Person" includes any individual or entity. (28) "Principal office" means the office, in or out of this State, so designated in the articles of incorporation, application for certificate of authority, or in a notice of change of principal office filed pursuant to either Section 33-31-505 or 33-31-1515 where the principal office of a domestic or foreign corporation is located. (29) "Proceeding" includes civil suit and criminal, administrative, and investigatory action. (30) "Public benefit corporation" means a domestic corporation which is formed as a public benefit corporation pursuant to Sections 33-31-201 through 33-31-207 or is required to be a public benefit corporation pursuant to Section 33-31-1707. (31) "Record date" means the date established under Sections 33-31-601 through 33-31-640 or Sections 33-31-701 through 33-31-730 on which a corporation determines the identity of its members and their membership rights for the purposes of this chapter. The determinations must be made as of the time of close of transactions on the record date unless another time for doing so is specified at the time the record date is fixed. (32) "Religious corporation" means a domestic corporation which is formed as a religious corporation pursuant to Sections 33-31-201 through 33-31-207 or is required to be a religious corporation pursuant to Section 33-31-1707. (33) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 33-31-840(b) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. (34) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory, and insular possession, and their agencies and governmental subdivisions of the United States. (35) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States. (36) "Vote" includes authorization by written ballot and written consent. (37) "Voting power" means the total number of votes entitled to be cast on the issue at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event which has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class must be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
S.C. Code Ann. § 33-31-505 — SC Code / Title 33 / Chapter 31 / Article 5 / Section 33-31-505
SECTION 33-31-505. Notice of Change of Principal Office.
Status: in_force

If a corporation changes the location of its principal office, the corporation within thirty days shall file a Notice of Change of Principal Office with the Secretary of State. The Notice of Change of Principal Office shall set forth: (a) The name of the corporation; and (b) The current street address with zip code of the corporation's principal office and the former principal office address.
S.C. Code Ann. § 33-44-103 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-103
SECTION 33-44-103. Effect of operating agreement; nonwaivable provisions.
Status: in_force

(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company. (b) The operating agreement may not: (1) unreasonably restrict a right to information or access to records under Section 33-44-408; (2) eliminate the duty of loyalty under Section 33-44-409(b) or 33-44-603(b)(3), but the agreement may: (i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and (ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (3) unreasonably reduce the duty of care under Section 33-44-409(c) or 33-44-603(b)(3); (4) eliminate the obligation of good faith and fair dealing under Section 33-44-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (5) vary the right to expel a member in an event specified in Section 33-44-601(6); (6) vary the requirement to wind up the limited liability company's business in a case specified in Section 33-44-801(3) or (4); or (7) restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.
S.C. Code Ann. § 33-1-101 — SC Code / Title 33 / Chapter 1 / Article 1 / Section 33-1-101
SECTION 33-1-101. Short title.
Status: in_force

Chapters 1 through 20 of Title 33 is known and may be cited as the "South Carolina Business Corporation Act of 1988".
S.C. Code Ann. § 33-7-300 — SC Code / Title 33 / Chapter 7 / Article 3 / Section 33-7-300
SECTION 33-7-300. Voting trusts.
Status: in_force

(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office. A complete and current list of the names and addresses of all owners of beneficial interests in the trust and the number and class of shares represented by the certificates held by them and the dates on which they became owners must be kept on file at the office of the trustee and at the corporation's principal office. (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (c). (c) All or some of the parties to a voting trust may extend the voting trust for additional terms of not more than ten years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it. (d) To the extent provided by the voting trust agreement, the trustees are entitled to vote without the consent of the voting trust certificate holders upon all amendments of the articles and upon any merger, consolidation, dissolution, sale of assets, reduction of stated capital of the corporation, or other matter on which a record owner of shares is entitled to vote. Except to the extent provided otherwise by the voting trust agreement, the voting trust certificate holder has all voting rights, dissenter's rights, inspection rights, and other rights available to shareholders under this section.
S.C. Code Ann. § 33-31-1008 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1008
SECTION 33-31-1008. Effect of amendment and restatement.
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
S.C. Code Ann. § 33-44-403 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-403
SECTION 33-44-403. Member's and manager's rights to payments and reimbursement.
Status: in_force

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. (c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) constitutes a loan to the company upon which interest accrues from the date of the payment or advance. (d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.
S.C. Code Ann. § 33-36-1310 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1310
SECTION 33-36-1310. Election procedures for nonprofit corporation providing water and sewer services to become a public service district.
Status: in_force

(A) For the exclusive purposes of participating in a joint municipal water system as authorized under Chapter 25, Title 6, a nonprofit corporation incorporated for the purposes of providing water or water and sewer services, pursuant to the provisions of this chapter may elect, by resolution, to become a public service district, a public body politic and corporate: (1) before January 1, 2002, upon a majority vote of its members constituting a quorum present at a duly called and noticed meeting; or (2) on and after January 1, 2002, upon a majority vote of fifteen percent of its members present or by proxy at a duly called and noticed meeting. (B) Notice of this meeting must be given by regular mail, addressed to the last known address of the member, and mailed not less than ten days prior to the meeting. The secretary of the corporation shall certify the date of mailing. The notice shall state the purpose, time, and place of the meeting. (C) Upon a favorable vote, the chief executive officer of the corporation shall petition the Secretary of State to issue a new charter to convert and constitute the nonprofit corporation a public service district, a public body politic and corporate.
S.C. Code Ann. § 33-44-502 — SC Code / Title 33 / Chapter 44 / Article 5 / Section 33-44-502
SECTION 33-44-502. Transfer of distributional interest.
Status: in_force

A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.
S.C. Code Ann. § 33-31-1601 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1601
SECTION 33-31-1601. Corporate records.
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section 33-31-825(d). (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) its articles or restated articles of incorporation and all amendments to them currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members; (4) the minutes of all meetings of members and records of all actions approved by the members for the past three years; (5) all written communications to members generally within the past three years, including the financial statements furnished for the past three years under Section 33-31-1620; (6) a list of the names and business or home addresses of its current directors and officers; and (7) its most recent report of each type required to be filed by it with the Secretary of State under this chapter.
S.C. Code Ann. § 33-46-540 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-540
SECTION 33-46-540. General standards for directors.
Status: in_force

General standards for directors are as follows: (A) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the telephone cooperative and its members. (B) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers or employees of the telephone cooperative whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence. (C) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (B) unwarranted. (D) A director is not liable for any action taken as a director, or any failure to take any action, if he performs the duties of his office in compliance with this section. (E) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should have reasonably been discovered, whichever sooner occurs. This limitation period does not apply to breaches of duty which have been concealed fraudulently.
S.C. Code Ann. § 33-31-612 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-612
SECTION 33-31-612. Member's liability to third parties.
Status: in_force

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. Subarticle C Resignation and Termination
S.C. Code Ann. § 33-37-440 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-440
SECTION 33-37-440. Powers of stockholders and members.
Status: in_force

The stockholders and the members of the corporation shall have the following powers of the corporation: (1) to elect directors; (2) to make, amend, and repeal bylaws; (3) to amend the charter; and (4) to exercise those powers of the corporation as may be conferred on the stockholders and the members by the bylaws. Effect of Amendment 2015 Act No. 60, SECTION 1, in (1) through (4), changed "To" to lower case; in (2), inserted a comma following "amend"; and in (4), substituted "those powers" for "such other of the powers".
S.C. Code Ann. § 33-31-301 — SC Code / Title 33 / Chapter 31 / Article 3 / Section 33-31-301
SECTION 33-31-301. Purposes.
Status: in_force

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation is subject to all limitations of the other statute.
S.C. Code Ann. § 33-19-320 — SC Code / Title 33 / Chapter 19 / Article 4 / Section 33-19-320
SECTION 33-19-320. Confidential relationship.
Status: in_force

(a) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and his client or patient is the same as if the individual were rendering the services as a sole practitioner. (b) The relationship between a domestic or foreign professional corporation and the client or patient for whom its employees are rendering professional services is the same as that between the client or patient and the employee.
S.C. Code Ann. § 33-14-106 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-106
SECTION 33-14-106. Known claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) if a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice and the rejection notice stated that proceedings to enforce the claim must be commenced within ninety days. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
S.C. Code Ann. § 33-41-1080 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1080
SECTION 33-41-1080. Rights of retiring partner or estate of deceased partner when business is continued.
Status: in_force

When any partner retires or dies and the business is continued under any of the conditions set forth in SECTION 33-41-1070 or item (2) of SECTION 33-41-1040, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership. But the creditors of the dissolved partnership as against the separate creditors or the representatives of the retired or deceased partner shall have priority on any claim arising under this section, as provided by item (8) of SECTION 33-41-1070.
S.C. Code Ann. § 33-42-30 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-30
SECTION 33-42-30. Name.
Status: in_force

The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain the words "limited partnership" or the abbreviation "LP", or "L.P."; (2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under the name before the admission of that limited partner; (3) may not be the same as, or deceptively similar to, the name of any corporation or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation or limited partnership in this State; and (4) which complies with subsection (1) is not in violation of the provision in Section 33-4-101 of the South Carolina Business Corporation Act of 1988 authorizing the use of "limited" or any abbreviation of that word in the name of a corporation.
S.C. Code Ann. § 33-18-170 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-170
SECTION 33-18-170. Court costs and other expenses.
Status: in_force

(a) The court in a proceeding commenced under Section 33-18-160 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (b), the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right. (b) The court may assess all or a portion of the total costs of the proceeding: (1) against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or (2) against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last sale offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.
S.C. Code Ann. § 33-47-230 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-230
SECTION 33-47-230. Powers of association.
Status: in_force

Each association incorporated under this chapter shall, in addition to the powers conferred on all private corporations by SECTION 33-3-102, have the following powers: (1) To engage in any activity in connection with (a) the producing, marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling or utilization of any agricultural products produced or delivered to it by its members, (b) the manufacturing or marketing of the by-products thereof, (c) the purchase, hiring or use by its members of supplies, machinery or equipment, (d) the financing of any such activities or (e) more than one of the activities specified in this section; (2) To borrow money and to make advances to members; (3) To act as agent or representative of any member in any of the above-mentioned activities; (4) To purchase or otherwise acquire and to hold, own and exercise all rights of ownership in and to sell, transfer or pledge shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the handling or marketing of any of the products handled by the association; (5) To establish reserves and to invest the funds thereof in bonds or such other property as may be provided in the bylaws; (6) To buy, hold and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association or incidental thereto; and (7) To do each and everything necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated or conducive to or expedient for the interest or benefit of the association and to contract accordingly; to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged and any other rights, powers and privileges granted by the laws of this State to ordinary corporations, except such as are inconsistent with the express provisions of this chapter; and to do any such thing anywhere. Code Commissioner's Note The reference in the opening paragraph to 33-37-30 was changed to SECTION 33-3-102 at the direction of the Code Commissioner to reflect the recodification by 1988 Act no. 444, SECTION 2.
S.C. Code Ann. § 33-19-130 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-130
SECTION 33-19-130. Rendering professional services.
Status: in_force

(a) A domestic or foreign corporation may render professional services in this State only through individuals licensed or otherwise authorized in this State to render the services. (b) Subsection (a) does not: (1) require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not required otherwise; (2) prohibit a licensed individual from rendering professional services in his individual capacity although he is a shareholder, director, officer, employee, or agent of a domestic or foreign professional corporation; (3) prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this State if not prohibited by the licensing authority.
S.C. Code Ann. § 33-49-630 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-630
SECTION 33-49-630. Compensation or employment of trustee; actions and conduct prohibited.
Status: in_force

(A) The bylaws may make provision for the compensation of trustees; provided, however, that compensation shall not be paid except for actual attendance upon activities authorized by the board. The bylaws may also provide for the travel, expenses and other benefits of trustees, as set by the board. A trustee must not be employed by the cooperative in any other capacity involving compensation. (B) A member of an electric cooperative's board of trustees may not: (1) knowingly use his position as a trustee to obtain an economic interest in addition to his compensation, if any, for serving as a member of the board of trustees for himself, a family member, an individual with whom he is associated, or a business with which he is associated; (2) have a business relationship with the electric cooperative that is distinct from or in addition to the trustee's mandatory cooperative membership pursuant to Section 33-49-610(A) or his service on the board of trustees; or (3) appoint, direct, or cause a family member to become a member of a committee or an employee of the cooperative. (C) A member of an electric cooperative board of trustees is not prohibited by this section from accepting goods or services such as lodging, transportation, entertainment, food, meals, beverages, or any other thing of value provided that: (1) the value of the good or service is reasonable and the purpose relates to his duties as a trustee; (2) the good or service is furnished on the same terms or at the same expense to a member of the general public or to general attendees of functions considered reasonable by the board for the fulfillment of his duties as a trustee; or (3) if the good or service is of more than twenty-five dollars in value and is furnished to the trustee by a company that the trustee knows, has, or seeks a business relationship other than a cooperative membership with the cooperative, on whose board the trustee serves and the cooperative is not an owner or a member of that company, the trustee must disclose the acceptance of the good or service to the board. (D) For purposes of this section, "an individual with whom he is associated" has the same meaning as provided in Section 8-13-100(21) and "family member" has the same meaning as provided in Section 8-13-100(15). Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 10, rewrote the section, prohibiting certain actions or conduct by trustees, with exceptions.
S.C. Code Ann. § 33-6-104 — SC Code / Title 33 / Chapter 6 / Article 1 / Section 33-6-104
SECTION 33-6-104. Fractional shares.
Status: in_force

(a) A corporation may: (1) issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section 33-6-250(b). (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including that the: (1) scrip is void if not exchanged for full shares before a specified date; and (2) shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
S.C. Code Ann. § 33-2-103 — SC Code / Title 33 / Chapter 2 / Section 33-2-103
SECTION 33-2-103. Incorporation.
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
S.C. Code Ann. § 33-44-503 — SC Code / Title 33 / Chapter 44 / Article 5 / Section 33-44-503
SECTION 33-44-503. Rights of transferee.
Status: in_force

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under Section 33-44-402 and for obligations under Section 33-44-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member. (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter. (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records. (e) A transferee who does not become a member shall: (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution, and winding up of the limited liability company's business: (i) in accordance with the transfer, the net amount otherwise distributable to the transferor; (ii) a statement of account only from the date of the latest statement of account agreed to by all the members; (3) seek under Section 33-44-801(5) a judicial determination that it is equitable to dissolve and wind up the company's business. (f) A limited liability company need not give effect to a transfer until it has notice of the transfer.
S.C. Code Ann. § 33-19-109 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-109
SECTION 33-19-109. Election of professional corporation status.
Status: repealed

(a) A person may incorporate a professional corporation by delivering to the Secretary of State for filing articles of incorporation that state (1) it is a professional corporation and (2) its purpose is to render the specified professional services. (b) A corporation incorporated under a general law of this State that is not repealed by this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection (a) and Section 33-19-150.
S.C. Code Ann. § 33-41-1140 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1140
SECTION 33-41-1140. Powers granted to limited liability partnership.
Status: in_force

A limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state or foreign country.
S.C. Code Ann. § 33-41-1170 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1170
SECTION 33-41-1170. Application for certificate of authority; filing; determination by Secretary of State; registration, duration and renewal.
Status: in_force

(A) If the Secretary of State finds that an application for a certificate of authority to transact business in this State conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall: (1) endorse on each signed original and duplicate copy the word "filed" and the date and time of its acceptance for filing; (2) retain the signed original in the Secretary of State's files; and (3) return the duplicate copy to the person who filed it or the person's representative. (B) If the Secretary of State is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are considered to have been filed at the time of delivery if the Secretary of State subsequently determines that: (1) the documents as delivered conform to the filing provisions of this chapter; or (2) within twenty days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance. (C) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed. (D) A certificate of authority to transact business in this State is effective for one year after the date the application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day period preceding the date the application or renewal application otherwise would have expired, the partnership files with the Secretary of State a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.
S.C. Code Ann. § 33-45-130 — SC Code / Title 33 / Chapter 45 / Section 33-45-130
SECTION 33-45-130. Calls for payment of subscriptions.
Status: in_force

The board of directors shall call for the payment of the subscriptions to the capital either in whole or in such installments as it may see fit.
S.C. Code Ann. § 33-31-1030 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1030
SECTION 33-31-1030. Approval of the articles of incorporation and bylaws by third persons.
Status: in_force

The articles of only a religious corporation or public benefit corporation may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. The article provision may be amended only with the approval in writing of such person.
S.C. Code Ann. § 33-8-520 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-520
SECTION 33-8-520. Mandatory indemnification.
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
S.C. Code Ann. § 33-31-721 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-721
SECTION 33-31-721. Voting entitlement generally.
Status: in_force

(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect: (1) if only one votes, the act binds all; and (2) if more than one votes, the vote must be divided on a pro rata basis.
S.C. Code Ann. § 33-7-103 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-103
SECTION 33-7-103. Court-ordered meeting.
Status: in_force

(a) The circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may order a meeting to be held: (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of nine months after the end of the corporation's fiscal year or eighteen months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under Section 33-7-102 if: (i) notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose of the meeting.
S.C. Code Ann. § 33-8-440 — SC Code / Title 33 / Chapter 8 / Article 4 / Section 33-8-440
SECTION 33-8-440. Contract rights of officers.
Status: in_force

(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
S.C. Code Ann. § 33-42-75 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-75
SECTION 33-42-75. Limited partnerships activities, financial assistance, and duration.
Status: in_force

Any manufacturer, brewer, or importer of beer as referenced in Section 61-4-1115, or its affiliate may hold an interest in a limited partnership providing financial assistance to a general partner wholesaler, but may only exercise that control of the limited partnership business as is permitted by this Uniform Limited Partnership Act. However, in no event may the limited partner, directly or indirectly, have any managerial control or decision-making authority including personnel decisions, with respect to the day-to-day operations of the limited partnership, and upon a default by the general partner wholesaler, the limited partner is not entitled, directly or indirectly, to any additional control, ownership, or financial interest in the general partner wholesaler, nor may the limited partner become the general partner in the limited partnership. No manufacturer, brewer, or importer of beer or its affiliate licensed in this State, directly or indirectly, may have any financial or ownership interest in the general partner wholesaler. It is further declared an unfair trade practice for any manufacturer, brewer, or importer of beer or its affiliate holding an interest in a limited partnership providing financial assistance to a general partner wholesaler pursuant to this section to have directly or indirectly any managerial control or decision-making authority, including personnel decisions, with respect to the day-to-day operations of the limited partnership. The only financial assistance that may be provided under the provisions of this section is the initial financial assistance to the limited partnership to acquire a licensed beer wholesaler. In this arrangement for financial assistance, the federal basic permit and the wholesaler's license issued by the department must be issued in the name of the general partner wholesaler on behalf of the limited partnership, and not in the name of the limited partnership nor in the name of the manufacturer, brewer, or importer or its affiliate. The limited partnership may not exist for more than ten years from the date of its creation and may not be recreated, renewed, or extended beyond that date. The limited partnership shall not be considered as amending or otherwise altering Title 61 except for the limited purposes permitted in this section in connection with a manufacturer, brewer, or importer of beer or its affiliate who is licensed in this State providing the financial assistance. A manufacturer, brewer, or importer or its affiliate shall not mandate, directly or indirectly, that a wholesaler use the financial assistance as described in this section. A violation of this section is deemed to be a violation of the South Carolina Unfair Trade Practices Act.
S.C. Code Ann. § 33-37-1080 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1080
SECTION 33-37-1080. Discontinuance of participation by participating financial institution.
Status: in_force

If a participating financial institution that elects to discontinue its participation in the CAP has funds on deposit in the loss reserve account, the funds must be forfeited by the institution to the state fund and used in the CAP as loss reserves as provided in this article. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-1-270 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-270
SECTION 33-1-270. Evidentiary effect of copy of filed document.
Status: in_force

A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature (which may be in facsimile) and the seal of this State, is conclusive evidence that the original document is on file with the Secretary of State and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated.
S.C. Code Ann. § 33-47-30 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-30
SECTION 33-47-30. Declaration of purpose.
Status: in_force

In order to promote, foster and encourage the intelligent and orderly marketing of agricultural products through cooperating, to eliminate speculation and waste, to make the distribution of agricultural products as direct as can be efficiently done between producer and consumer and to stabilize the marketing problems of agricultural products this chapter is enacted.
S.C. Code Ann. § 33-44-401 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-401
SECTION 33-44-401. Form of contribution.
Status: in_force

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be performed.
S.C. Code Ann. § 33-49-280 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-280
SECTION 33-49-280. Bylaws.
Status: repealed

The original bylaws of a cooperative shall be adopted by its board of trustees. Thereafter bylaws shall be adopted, amended or repealed by its members. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation.
S.C. Code Ann. § 33-42-230 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-230
SECTION 33-42-230. Cancellation of certificate.
Status: in_force

A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the office of the Secretary of State and set forth: (1) the name of the limited partnership; (2) the date of filing of its certificate of limited partnership; (3) the reason for filing the certificate of cancellation; (4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the general partners filing the certificate determine.
S.C. Code Ann. § 33-42-80 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-80
SECTION 33-42-80. Business transactions of partner with partnership.
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
S.C. Code Ann. § 33-13-300 — SC Code / Title 33 / Chapter 13 / Article 3 / Section 33-13-300
SECTION 33-13-300. Court action.
Status: in_force

(a) If a demand for additional payment under Section 33-13-280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the demand for additional payment and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office (or, if none in this State, its registered office) is located. If the corporation is a foreign corporation without a registered office in this State, it shall commence the proceeding in the county in this State where the principal office (or, if none in this State, the registered office) of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located. (c) The corporation shall make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication, as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint persons as appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (e) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation.
S.C. Code Ann. § 33-47-260 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-260
SECTION 33-47-260. Fees.
Status: in_force

For filing articles of incorporation an association organized hereunder shall pay ten dollars, and for filing an amendment to such articles, two dollars and fifty cents.
S.C. Code Ann. § 33-16-103 — SC Code / Title 33 / Chapter 16 / Article 1 / Section 33-16-103
SECTION 33-16-103. Scope of inspection right.
Status: in_force

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under Section 33-16-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under Section 33-16-102(b)(3) by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
S.C. Code Ann. § 33-41-710 — SC Code / Title 33 / Chapter 41 / Article 9 / Section 33-41-710
SECTION 33-41-710. Extent of property rights.
Status: in_force

The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management of the partnership.
S.C. Code Ann. § 33-36-460 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-460
SECTION 33-36-460. Private property of members exempted from liability for debt of corporation.
Status: in_force

The private property of the members of a corporation not-for-profit is exempt from execution for the debts of the corporation, and a member is not liable or responsible for debts of the corporation.
S.C. Code Ann. § 33-41-950 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-950
SECTION 33-41-950. Effect of dissolution on partner's authority to act.
Status: in_force

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners (a) when the dissolution is not by the act, bankruptcy or death of a partner or (b) when the dissolution is by such act, bankruptcy or death of a partner when SECTION 33-41-960 so requires; and (2) With respect to persons not partners, as declared in SECTIONS 33-41-970 and 33-41-990.
S.C. Code Ann. § 33-31-1103 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1103
SECTION 33-31-1103. Action on plan by board, members, and third persons.
Status: in_force

(a) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) by the board; (2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person whose approval is required by a provision of the articles authorized by Section 33-31-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, or does not have members entitled to vote on the merger, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger. (c) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 33-31-705. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (d) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (e) Approval by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under Section 33-31-1004 or 33-31-1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. (g) A plan of merger involving either a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet all the requirements of this chapter and specifically this subsection (g): (i) Before adopting a resolution proposing a plan of merger, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (ii) After adopting a resolution proposing such a plan of merger, the notice to members proposing the merger shall include one statement of up to five hundred words opposing the proposed plan of merger if the statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such to the members for their approval. In public benefit corporations, the production and mailing costs must be paid by the requesting members. In mutual benefit corporations, the production and mailing costs must be paid by the corporation. (iii) Any such plan of merger must be approved by the members by two-thirds of the votes cast by each class. (iv) The provisions of Section 33-31-621 do not apply to any amendment meeting the requirements of this chapter.
S.C. Code Ann. § 33-31-121 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-121
SECTION 33-31-121. Forms.
Status: in_force

(a) The Secretary of State may prescribe and furnish on request forms for: (1) an application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in South Carolina; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the notice of change of principal office. If the Secretary of State so requires, use of these forms is mandatory. The Secretary of State through regulation may prescribe a mandatory form with regard to any other forms required or permitted by Chapter 31, Title 33 to be filed in his office. All mandatory forms must comply with the statutory requirements contained in Chapter 31. (b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
S.C. Code Ann. § 33-31-1508 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1508
SECTION 33-31-1508. Change of registered office or registered agent of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of its new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and (6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical. (b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
S.C. Code Ann. § 33-44-1203 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1203
SECTION 33-44-1203. Severability clause.
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
S.C. Code Ann. § 33-19-103 — SC Code / Title 33 / Chapter 19 / Article 1 / Section 33-19-103
SECTION 33-19-103. Supplement definitions.
Status: in_force

In this chapter: (1) "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this chapter to be issued shares by a professional corporation. (2) "Domestic professional corporation" means a professional corporation. (3) "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state. (4) "Law" includes rules promulgated in accordance with Section 33-19-630. (5) "Licensing authority" means the officer, board, agency, court, or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. (6) "Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to the provisions of this chapter. (7) "Professional service" means a service that may be rendered lawfully only by a person licensed or otherwise authorized by a licensing authority in this State to render the service and that may not be lawfully rendered by a corporation under chapters 1 through 17 of this title. (8) "Qualified person" means an individual, general partnership, or professional corporation that is eligible under this chapter to be issued shares by a professional corporation.
S.C. Code Ann. § 33-31-160 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-160
SECTION 33-31-160. Judicial relief.
Status: in_force

(a) If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the Attorney General, the court of common pleas for the county in which the principal office designated on the last filed notice of change of principal office, articles, or application for authority to transact business is located, or if none within South Carolina, then the Richland County Court of Common Pleas, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authored, in such a manner as the court finds fair and equitable under the circumstances. (b) The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter. (d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section. However, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets. (e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section and that complies with all the provisions of such order, is a valid meeting or vote, as the case may be, and has the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.
S.C. Code Ann. § 33-46-20 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-20
SECTION 33-46-20. Definitions.
Status: in_force

In this chapter, unless the context otherwise requires: (1) "Person" means any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision, or agency thereof, or any body politic. (2) "Member" means each incorporator of a cooperative and each person admitted to and retaining membership therein and includes a husband and wife admitted to joint membership. (3) "Articles of incorporation" means the articles of conversion of a corporation converted to a telephone cooperative pursuant to Article 8 of this chapter. (4) "Telephone cooperative" means a corporation which is financed, now or formerly, in whole or in part by the Department of Agriculture made under the provisions of the Rural Electric Act of 1936, Title 26, Section 922 of the United States Code, and acts amendatory thereto for the purposes of owning or operating in this State equipment or facilities for the transmission of intelligence through a communication service system including, but not limited to, telephone services, mobile radio, and cable television on a cooperative basis as is tax exempt pursuant to Internal Revenue Service Code 501(c)(12) or an association of like corporations exempt from tax pursuant to 501(c)(6), or operated under a cooperative basis pursuant to Subchapter T of the Internal Revenue Code and originally incorporated pursuant to Title 33, Chapter 45 of the South Carolina Code of Laws or this chapter. (5) "Telephone service" means the providing of communication service including, but not limited to, the transmission of voice, sounds, signals, pictures, writing, or signs of all kinds through the use of electricity or the electromagnetic spectrum between the transmitting and receiving apparatus, together with any communication services requiring band-width capacity, community antenna, and cable television services and including all lines, wires, radio, lights, electromagnetic impulse and all facilities, systems, or other means used in the rendition of such services, but not including message telegram service or radio broadcasting services or facilities within the meaning of Section 3(o) of the Federal Communications Act of 1934, as amended (47 USC Section 153(o)).
S.C. Code Ann. § 33-39-210 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-210
SECTION 33-39-210. Filing declaration of charter; contents.
Status: in_force

Ten or more persons, a majority of whom shall be residents of the same county of the State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the county and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State, under their hands and seals, set forth: (1) The name of the corporation, which shall include the words "Business Development Corporation of __________ County"; (2) The location of the principal office of the corporation within the county; and (3) The purposes for which the corporation is founded, which shall include the following: To promote, stimulate, develop and advance the business prosperity and economic welfare of the county in which formed and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in the county and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the county, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of the county; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in the county; and to provide financing for the promotion, development and conduct of all kinds of business activity in the county.
S.C. Code Ann. § 33-44-904 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-904
SECTION 33-44-904. Merger of entities.
Status: in_force

(a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of merger must set forth: (1) the name of each entity that is a party to the merger; (2) the name of the surviving entity into which the other entities will merge; (3) the type of organization of the surviving entity; (4) the terms and conditions of the merger; (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and (6) the street address of the surviving entity's principal place of business. (c) A plan of merger must be approved: (1) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement; (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the foreign limited liability company is organized; (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under Section 33-44-902(b); and (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger is effective upon the filing of the articles of merger with the Secretary of State or at such later date as the articles may provide.
S.C. Code Ann. § 33-42-620 — SC Code / Title 33 / Chapter 42 / Article 4 / Section 33-42-620
SECTION 33-42-620. Events of withdrawal.
Status: in_force

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) the general partner withdraws from the limited partnership as provided in SECTION 33-42-1020; (2) the general partner ceases to be a member of the limited partnership as provided in SECTION 33-42-1220; (3) the general partner is removed as a general partner in accordance with the partnership agreement; (4) unless otherwise provided in writing in the limited partnership agreement, the general partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties; (5) unless otherwise provided in writing in the limited partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed or, if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated; (6) in the case of a general partner who is a natural person, (i) his death; or (ii) the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or (10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
S.C. Code Ann. § 33-46-570 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-570
SECTION 33-46-570. Officers.
Status: in_force

Officers are as follows: (1) A telephone cooperative has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the telephone cooperative. (4) The same individual may hold more than one office in a telephone cooperative simultaneously. (5) Any officer may be removed from office and his successor elected in the manner prescribed by the bylaws.
S.C. Code Ann. § 33-7-230 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-230
SECTION 33-7-230. Shares held by nominees.
Status: in_force

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) the types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created.
S.C. Code Ann. § 33-31-1703 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1703
SECTION 33-31-1703. Saving Provisions.
Status: repealed

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or (5) any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
S.C. Code Ann. § 33-8-104 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-104
SECTION 33-8-104. Election of directors by certain classes of shareholders.
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles also may authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
S.C. Code Ann. § 33-38-210 — SC Code / Title 33 / Chapter 38 / Article 2 / Section 33-38-210
SECTION 33-38-210. Effective date for incorporation as a benefit corporation; merger when surviving corporation is a benefit corporation.
Status: in_force

(A) An existing domestic corporation shall become a benefit corporation on the effective date of the amendment to its articles of incorporation to include a provision providing that the corporation is a benefit corporation governed by this chapter. As amended, the articles of incorporation also must include an identification of any specific public benefit purpose as required by Section 33-38-300. An amendment under this section must be approved in the manner required by Section 33-38-230. (B) If a corporation or other entity that is not a benefit corporation is a party to a merger, conversion, or share exchange, and the surviving or resulting entity in the merger, conversion, or share exchange is, or is to be as a result of such transaction, a benefit corporation, the plan of merger, conversion, or share exchange must be approved in the manner required by Section 33-38-230. Upon the completion of the transaction, in order for the surviving or resulting entity to be a benefit corporation it must include a provision in its articles of incorporation providing that the corporation is a benefit corporation governed by this chapter and identify any specific public benefit purpose as required by Section 33-38-300.
S.C. Code Ann. § 33-44-203 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-203
SECTION 33-44-203. Articles of organization.
Status: in_force

(a) Articles of organization of a limited liability company must set forth: (1) the name of the company; (2) the address of the initial designated office; (3) the name and street address of the initial agent for service of process; (4) the name and address of each organizer; (5) whether the company is to be a term company and, if so, the term specified; (6) whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and (7) whether one or more of the members of the company are to be liable for its debts and obligations under Section 33-44-303(c). (b) Articles of organization of a limited liability company may set forth: (1) provisions permitted to be set forth in an operating agreement; or (2) other matters not inconsistent with law. (c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of Section 33-44-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization: (1) the operating agreement controls as to managers, members, and members' transferees; and (2) the articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment.
S.C. Code Ann. § 33-41-10 — SC Code / Title 33 / Chapter 41 / Article 1 / Section 33-41-10
SECTION 33-41-10. Short title.
Status: in_force

This chapter may be cited as the "Uniform Partnership Act."
S.C. Code Ann. § 33-49-1030 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1030
SECTION 33-49-1030. Action of board and members.
Status: in_force

Notwithstanding the provisions of Section 33-49-450, two-thirds of the membership of the board of trustees shall first recommend to the membership that the cooperative be dissolved. The proposition that the cooperative be dissolved must be submitted to the membership of the cooperative for a vote at a special meeting of the membership called only for this purpose and held on Saturday. Locations for the special meeting must be set up in every county in which the cooperative provides service. The notice for the meeting at which a proposal to dissolve the cooperative is considered shall set forth: (1) a detailed proposition for dissolution; (2) the plan for sale and distribution of assets; (3) the plan for the continuance of service; and (4) the locations of the meeting. The special meeting must be called to order by the president or his designee at each of the locations set forth in the notice. No quorum is required to conduct the business of the special meeting and the presiding officer shall promptly order the balloting on the proposition. A vote by the membership for voluntary dissolution of the cooperative must be by written or machine ballot only. The ballot must state the proposition to be voted upon by the members and must contain two boxes, one marked FOR DISSOLUTION and the other marked AGAINST DISSOLUTION. The ballot must direct that the member place an "X" in the box indicating his vote on the proposition. Each member is entitled to one vote on the proposition to dissolve the cooperative. Voting on this proposition must be in person only, except that a member who qualifies to vote an absentee ballot under the categories as designated below may vote by absentee ballot. A member may cast an absentee ballot on the proposition of voluntary dissolution of the cooperative if the member: (1) is serving with the Armed Forces, Merchant Marine of the United States, or is a spouse or dependent residing with that person; (2) is serving in the Red Cross or with the United Service Organizations, who are attached to and serving with the Armed Forces of the United States, or is a spouse or a dependent residing with that person; (3) is physically disabled so as to prevent his attendance at the meeting; (4) has his principal residence outside any county in which the cooperative does business; (5) is attending sick or physically disabled persons; (6) is self-employed or unemployed and by virtue of vacation plans will be absent from his county of residence on the scheduled meeting day; (7) by virtue of vacation plans, will be absent from his county of residence on the scheduled meeting day and the vacation leave having been confirmed by his employer below; or (8) is prevented from attending the meeting due to his employment and his inability to attend the meeting is confirmed by his employer as provided in this section. A member seeking the privilege of voting an absentee ballot must apply to the cooperative in writing for an absentee ballot within thirty days of the date for submission of the absentee ballot as provided herein. The absentee ballot must be promptly forwarded to the member by depositing it in the United States mail to the last known address of the member, together with a form to be completed and signed by the member setting forth and certifying as to his qualification for voting an absentee ballot. The absentee ballot must be sealed in a blank envelope and together with the executed certification of qualification form inserted into a second envelope bearing the name and account number of the member. The ballot and certification of qualification form, so ensealed, must be returned to the cooperative by mail or otherwise no later than twelve noon of the day prior to the date of the special meeting of members. A member receiving an absentee ballot is entitled to cast a vote at the special meeting. However, after delivering an absentee ballot to the cooperative, if the member registers at the meeting or requests in writing the withdrawal of his absentee ballot prior to the close of registration on the meeting date, the absentee ballot must be voided and destroyed. At the conclusion of the membership balloting, each absentee ballot meeting the requirements of this section or which has not been revoked by registration or written member request must be removed from the envelope containing the member's identification, mixed with the other unmarked envelopes so as to prevent identification of the person casting the vote and added to the count of votes cast at the meeting. The meeting must begin at seven a.m. and adjourn at seven p.m. of the day set for a special meeting except that any member who has not cast his ballot and is in the process of voting or is waiting to vote must be allowed to vote. The proposed voluntary dissolution is approved upon affirmative vote of not less than two-thirds of the members of the cooperative. The certificate of qualification for voting an absentee ballot must be in the following form: Certificate of Qualification for Absentee Ballot I hereby apply for an absentee ballot to vote on the proposition of the voluntary dissolution of the cooperative at the special meeting to be held on the ___ day of __________, ___. I certify that: ___ (1) I am serving with the Armed Forces, Merchant Marine of the United States, and am prevented by my work relating to this service from attending the meeting, or I am a spouse or dependent who resides with a person so serving. ___ (2) I am serving with the Red Cross or with the United Service Organizations who are attached to and serving with the Armed Forces of the United States, or I am a spouse or dependent who resides with a person so serving. ___ (3) I am physically disabled and am prevented from attending the meeting. ___ (4) My principal residence is outside any county in which the cooperative does business. The address of my principal residence is: _ ___ (5) I am attending a sick or physically disabled person. ___ (6) I am self-employed or unemployed and by virtue of vacation plans will be absent from my county of residence on the scheduled meeting day. ___ (7) By virtue of vacation plans, I will be absent from my county of residence on the scheduled meeting day. This vacation leave has been confirmed by my employer below. _ Employer __________ (8) I am prevented from attending the meeting due to my employment, and my inability to attend the meeting has been confirmed by my employer below. _ Employer My cooperative member account number is __________. _ Signature Unless otherwise provided for in its Articles of Incorporation, bylaws, or by this chapter, the board shall, not less than ten days prior to any election, adopt policies and procedures for the conduct of the election.
S.C. Code Ann. § 33-37-230 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-230
SECTION 33-37-230. Charter shall be void unless business begun within three years.
Status: in_force

If a corporation organized pursuant to this chapter shall fail to begin business within three years from the effective date of its charter, then the charter shall become null and void. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-16-220 — SC Code / Title 33 / Chapter 16 / Article 2 / Section 33-16-220
SECTION 33-16-220. Annual report.
Status: in_force

Every corporation organized under the laws of this State and every corporation qualified to do business in this State shall file an annual report as provided in Title 12.
S.C. Code Ann. § 33-49-1080 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1080
SECTION 33-49-1080. Articles of dissolution.
Status: in_force

When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor and all the remaining property and assets of the cooperative shall have been distributed to the members pursuant to the provisions of SECTION 33-49-1070, the board of trustees shall authorize the execution of articles of dissolution, which shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state: (1) The name of the cooperative; (2) The address of the principal office of the cooperative; (3) That the cooperative has theretofore delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office; (4) That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; (5) That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of SECTION 33-49-1070; and (6) That there are no actions or suits pending against the cooperative. The president or vice-president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been duly complied with. Such articles of dissolution and affidavit accompanied by proof of the publication required in SECTION 33-49-1060 shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-15-310 — SC Code / Title 33 / Chapter 15 / Article 3 / Section 33-15-310
SECTION 33-15-310. Procedure for and effect of revocation.
Status: in_force

(a) If the Secretary of State determines that grounds exist under Section 33-15-300(a) for revocation of a certificate of authority, he shall mail written notice of his determination to the foreign corporation. (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after the notice required by subsection (a) was mailed, the Secretary of State shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the foreign corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office. (c) If the Secretary of State is notified by the Department of Revenue that the foreign corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520, the Secretary of State shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the foreign corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office. (d) The authority of a foreign corporation to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority. (e) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if none is on file, in its application for a certificate of authority. (f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
S.C. Code Ann. § 33-47-650 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-650
SECTION 33-47-650. Limitation on transfer of common stock.
Status: in_force

The bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the agricultural products handled by the association and such restrictions must be printed upon every certificate of stock subject thereto.
S.C. Code Ann. § 33-36-270 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-270
SECTION 33-36-270. Additional powers.
Status: in_force

(A) In addition to the general powers of nonprofit corporations contained within Section 33-36-260, nonprofit corporations created pursuant to this chapter may: (1) engage in the business of supplying water or sewage disposal, or a combination of water and sewer services, and provide other services and facilities including, but not limited to, fire protection services, ambulance services, and medical clinic facilities to individuals, corporations, and political subdivisions within the geographical area specified within the articles of incorporation, including water districts; (2) exercise, in connection with water or sewage disposal business, the power of eminent domain as prescribed in Section 6-13-50(19); (3) borrow funds and contract with municipalities, counties, and other political subdivisions for the provision of services and facilities including, but not limited to, fire protection services, ambulance services, and medical clinic facilities in accordance with this chapter and the Rural Development Act of 1972. (B) Counties, municipalities, and other political subdivisions may contract with nonprofit corporations for those purposes, and water and sewer authorities also may make provision for fire protection. Before providing any of the services authorized in this section, a nonprofit corporation or a group intending to organize a nonprofit corporation must notify the governing body of the county or municipality in which the service is to be provided of its intention and the nature of the service. The governing body shall have a period of ninety days from the date of the notification to approve the request to provide the services or inform the person requesting permission to provide the service that the governing body intends to provide for the service as a public function of government. The notification of intent by the governing body must include a detailed description of the area to be served, the services to be provided, and the time schedule under which the service will be available from the county or municipality. Failure to notify the corporation within ninety days of the governing body's approval or intent to serve is considered approval.
S.C. Code Ann. § 33-8-111 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-111
SECTION 33-8-111. Compensation of directors.
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors for their services as directors, or in any other capacity.
S.C. Code Ann. § 33-42-410 — SC Code / Title 33 / Chapter 42 / Article 3 / Section 33-42-410
SECTION 33-42-410. Admission of additional limited partners.
Status: in_force

(a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not provide, upon the written consent of all partners; and (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in SECTION 33-42-1240, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
S.C. Code Ann. § 33-42-1020 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1020
SECTION 33-42-1020. Withdrawal of general partner.
Status: in_force

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners but, if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
S.C. Code Ann. § 33-42-1620 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1620
SECTION 33-42-1620. Registration.
Status: in_force

Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth: (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State; (2) the state and date of its formation; (3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; (4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subsection (3) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; (5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; (6) the name and a mailing address of each general partner; and (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is cancelled or withdrawn. By registering, the foreign limited partnership agrees to be subject to the jurisdiction of the Department of Revenue and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with related interest and penalties, if any. Registering is not an admission of tax liability.
S.C. Code Ann. § 33-38-220 — SC Code / Title 33 / Chapter 38 / Article 2 / Section 33-38-220
SECTION 33-38-220. Termination of status as benefit corporation.
Status: in_force

(A) A benefit corporation may terminate its status and cease to be subject to this chapter by amending its articles of incorporation to remove the provision that the corporation is a benefit corporation governed by this chapter. The amendment must be approved in the manner required by Section 33-38-230. Any sale, lease, exchange, or other disposition of all, or substantially all, of the property of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless it is approved in the manner required by Section 33-38-230. (B) If a plan of merger, conversion, or share exchange would have the effect of terminating the status of a benefit corporation as a benefit corporation, the plan must be approved in the manner required by Section 33-38-230. Code Commissioner's Note At the direction of the Code Commissioner, the reference in subsection (A) to "Section 33-38-20" was changed to "Section 33-38-230" to correct a typographical error.
S.C. Code Ann. § 33-19-210 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-210
SECTION 33-19-210. Notice of professional corporation status on shares.
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: "The transfer of shares of a professional corporation is restricted by the South Carolina Professional Corporation Supplement, Chapter 19 of Title 33, and may be subject to further restriction imposed by the licensing authority. Shares of a professional corporation are subject also to a statutory repurchase obligation." (b) Within a reasonable time after the issuance or transfer of uncertificated shares of a professional corporation, the corporation shall send the shareholders a written notice containing the statement required by subsection (a).
S.C. Code Ann. § 33-42-840 — SC Code / Title 33 / Chapter 42 / Article 5 / Section 33-42-840
SECTION 33-42-840. Sharing of distributions.
Status: in_force

Distributions of cash or other assets of a limited partnership must be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to SECTION 33-42-60) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
S.C. Code Ann. § 33-44-914 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-914
SECTION 33-44-914. Conversion under other law.
Status: in_force

A limited liability company is not precluded from being converted pursuant to other law.
S.C. Code Ann. § 33-41-740 — SC Code / Title 33 / Chapter 41 / Article 9 / Section 33-41-740
SECTION 33-41-740. Effect of assignment of partner's interest in partnership.
Status: in_force

(1) The conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, to require any information or account of partnership transactions or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. (2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all partners.
S.C. Code Ann. § 33-18-240 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-240
SECTION 33-18-240. Execution of document in more than one capacity.
Status: in_force

An individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.
S.C. Code Ann. § 33-42-1640 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1640
SECTION 33-42-1640. Name.
Status: in_force

(a) A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limited partnership under SECTION 33-42-30. (b) A foreign limited partnership transacting business in this State under a name other than the name shown on the certificate of registration shall comply with provisions of SECTION 33-42-45.
S.C. Code Ann. § 33-31-620 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-620
SECTION 33-31-620. Resignation.
Status: in_force

(a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made before resignation.
S.C. Code Ann. § 33-38-420 — SC Code / Title 33 / Chapter 38 / Article 4 / Section 33-38-420
SECTION 33-38-420. Officer liability for benefit corporation.
Status: in_force

(A) Each officer of a benefit corporation shall consider the interests and factors described in Section 33-38-400 in the manner provided in that section if: (1) the officer has discretion to act with respect to a matter; and (2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the public benefit corporation's articles of incorporation. (B) The consideration of interests and factors in the manner described in subsection (A) shall not constitute a violation of Section 33-8-420. (C) An officer is not personally liable for monetary damages for: (1) any act taken as an officer, or any omission to act as an officer, if the officer performed the duties of office in compliance with Section 33-8-410; or (2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit. (D) An officer does not have a duty to any specific person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a public benefit corporation arising from the status of the person as a beneficiary.
S.C. Code Ann. § 33-46-830 — SC Code / Title 33 / Chapter 46 / Article 8 / Section 33-46-830
SECTION 33-46-830. Approved articles of conversion; execution.
Status: in_force

Upon such approval by the members or shareholders of such corporation, the articles of conversion in the form approved by the board of directors must be executed and acknowledged on behalf of such corporation by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this article with respect to the approval of its directors and its members or shareholders of the proposition for the conversion of such corporation into a telephone cooperative and such articles of conversion were complied with. Such articles of conversion and affidavit must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-7-210 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-210
SECTION 33-7-210. Voting entitlement of shares.
Status: in_force

(a) Except as provided in subsections (b) and (c), unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. (c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. (d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
S.C. Code Ann. § 33-37-1010 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1010
SECTION 33-37-1010. Definitions.
Status: in_force

For purposes of this article: (1) "CAP" means the Capital Access Program created in this article. (2) "BDC" means Business Development Corporation of South Carolina. (3) "Financial institution" means a bank, trust company, savings bank, savings and loan association, or cooperative bank chartered by the State or a national banking association, federal savings and loan association, or federal savings bank, if that financial institution has offices located in South Carolina. (4) "Participating financial institution" means a financial institution participating in the Capital Access Program. (5) "Small business" means: (a) a retail or service business with annual sales not exceeding two million dollars; (b) a wholesale business with annual sales not exceeding five million dollars; (c) a manufacturing business with no more than fifty employees; or (d) another business with annual revenue not exceeding two million dollars. (6) "State fund" and "state fund account" means the funds appropriated by the General Assembly of South Carolina for the CAP, provided to BDC as custodian for the State of South Carolina, and deposited by BDC into one or more interest-bearing trust accounts maintained by it as custodian for the State of South Carolina. (7) "Loss reserve account" means one or more interest-bearing trust accounts maintained by BDC for holding and administering the loan loss reserve pursuant to this article. Effect of Amendment 2015 Act No. 60, SECTION 1, in (1) and (4), substituted "Capital Access Program" for "capital access program", and in (7), substituted "interest-bearing" for "interest- bearing".
S.C. Code Ann. § 33-36-830 — SC Code / Title 33 / Chapter 36 / Article 5 / Section 33-36-830
SECTION 33-36-830. Merger.
Status: in_force

Any one or more corporations not-for-profit, each of which is designated a "merging corporation", may merge into another corporation not-for-profit, designated the "surviving corporation", by complying with the following requirements: (1) The proposition for merging into a surviving corporation and proposed articles of merger must be approved first by the board of each merging corporation and by the board of the surviving corporation. The proposed articles of merger must recite in the caption that they are executed pursuant to this chapter and must state: (a) the name of each merging corporation, the address of its principal office, and the date of the filing of its articles of incorporation with the Secretary of State; (b) the name of the surviving corporation and the address of its principal office; (c) a statement that each merging corporation elects to be merged into the surviving corporation; (d) the terms and conditions of the merger and the mode of effecting it, including the manner and basis of converting the memberships in the merging corporation or corporations into memberships in the surviving corporation and the issuance of certificates of membership for the converted memberships; and (e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the surviving corporation. (2) After approval by the boards of the respective parties to the proposed merger, the proposition for merging into a surviving corporation and the proposed articles of merger must be submitted to a vote of the members of each corporation at an annual or special meeting, the notice of which must explain fully the proposed merger. The proposed merger and the proposed articles of merger are approved upon the affirmative vote of not less than two-thirds of those members of each corporation voting at the meeting. (3)(a) Upon approval by the members of the respective parties to the proposed merger, articles of merger in the approved form must be executed and acknowledged on behalf of each such corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws. (b) The chief officer of each corporation executing the articles of merger also must make and attach to them an affidavit stating that the provisions of this section were duly complied with by the corporation. (c) The articles of merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-46-530 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-530
SECTION 33-46-530. Indemnification of expenses of successful director's defense or proceeding.
Status: in_force

Unless limited by its articles of incorporation, a telephone cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the cooperative against reasonable expenses incurred by him in connection with the proceeding.
S.C. Code Ann. § 33-36-1050 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1050
SECTION 33-36-1050. Winding up and settling affairs.
Status: in_force

The board has full power to wind up and settle the affairs of the corporation not-for-profit. It shall collect the debts owing to the corporation, sell and dispose of its property and assets, and pay, satisfy, and discharge its debts, obligations, and liabilities. After paying or adequately providing for the payment of all debts, obligations, and liabilities, the board shall dispose of the residual assets in accordance with the requirements of Section 501(c)(12) of the United States Internal Revenue Code of 1986.
S.C. Code Ann. § 33-31-127 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-127
SECTION 33-31-127. Evidentiary effect of copy of filed document.
Status: in_force

A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature, which may be in facsimile, and the seal of this State, is conclusive evidence that the original document is on file with the Secretary of State and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated.
S.C. Code Ann. § 33-47-220 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-220
SECTION 33-47-220. Execution and filing of articles; effect thereof.
Status: in_force

The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this State to take and certify acknowledgments of deeds and conveyances and shall be filed in accordance with the provisions of the general corporation law of this State. When so filed they shall be received in all of the courts of this State and other places as prima facie evidence of the facts contained therein and of the due incorporation of such association. A certified copy of the articles of incorporation shall also be filed with the director of the State extension service of Clemson University.
S.C. Code Ann. § 33-31-1605 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1605
SECTION 33-31-1605. Limitations on use of membership list.
Status: in_force

Without consent of the board, a membership list or any part of a membership list may not be obtained or used by a person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of the list may not be: (1) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) used for any commercial purpose; or (3) sold to or purchased by any person. Subarticle B Reports
S.C. Code Ann. § 33-53-10 — SC Code / Title 33 / Chapter 53 / Section 33-53-10
SECTION 33-53-10. Recording and filing of instrument creating business trust.
Status: in_force

Every business trust created at common law in this State or doing business in this State under an express trust instrument by which property is held and managed by one or more trustees for the benefit and profit of such persons as may be or may become holders of transferable certificates evidencing beneficial interest in the trust estate shall record the trust instrument creating such trust and any amendment thereto with the register of deeds, or with the clerk of court in those counties where the office of register of deeds has been abolished, of the county in which it has its principal place of business in this State, and shall also file a verified copy of such instrument and any amendments thereto with the Secretary of State. Code Commissioner's Note 1997 Act No. 34, SECTION 1, directed the Code Commissioner to change all references to "Register of Mesne Conveyances" to "Register of Deeds" wherever appearing in the 1976 Code of Laws.
S.C. Code Ann. § 33-41-230 — SC Code / Title 33 / Chapter 41 / Article 3 / Section 33-41-230
SECTION 33-41-230. Partnership property; acquisition and conveyance.
Status: in_force

(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. (2) Unless the contrary intention appears property acquired with partnership funds is partnership property. (3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name. (4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
S.C. Code Ann. § 33-47-50 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-50
SECTION 33-47-50. Associations not deemed illegal combinations in restraint of trade.
Status: in_force

No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. Nor shall the marketing contracts or agreements between the association and its members or any agreement authorized in this chapter be considered illegal or in restraint of trade.
S.C. Code Ann. § 33-8-210 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-210
SECTION 33-8-210. Action without meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Chapters 1 through 20 of this Title to be taken at a board of directors' meeting may be taken without a meeting if the action is assented to by all members of the board. (b) The action may be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action evidenced by written consents under this subsection is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this subsection has the effect of a meeting vote and may be described as such in any document.
S.C. Code Ann. § 33-41-1090 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1090
SECTION 33-41-1090. Accrual of right to an account.
Status: in_force

The right to an account of his interest shall accrue to any partner or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.
S.C. Code Ann. § 33-44-912 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-912
SECTION 33-44-912. Conversion to partnership; contents and approval of agreement of conversion; filing articles of conversion.
Status: in_force

(a) A limited liability company may be converted to a partnership pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain: (1) a statement that the limited liability company is converted to a partnership from a limited liability company; (2) its former name; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) a statement that the articles of organization are cancelled as of the date the conversion takes effect. (e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion. (f) A member who becomes a partner of a partnership as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.
S.C. Code Ann. § 33-41-340 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-340
SECTION 33-41-340. Notice to or knowledge of partner.
Status: in_force

Notice to any partner of any matter relating to partnership affairs, the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
S.C. Code Ann. § 33-44-704 — SC Code / Title 33 / Chapter 44 / Article 7 / Section 33-44-704
SECTION 33-44-704. Statement of dissociation.
Status: in_force

(a) A dissociated member or a limited liability company may file in the office of the Secretary of State a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of Sections 33-44-301 and 33-44-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
S.C. Code Ann. § 33-6-280 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-280
SECTION 33-6-280. Expense of issue.
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
S.C. Code Ann. § 33-31-180 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-180
SECTION 33-31-180. Religious corporations; Constitutional protections.
Status: in_force

If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine controls to the extent required by the Constitution of the United States or the Constitution of South Carolina, or both.
S.C. Code Ann. § 33-49-420 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-420
SECTION 33-49-420. Meetings.
Status: in_force

An annual meeting of the members must be held at a time as provided in the bylaws. Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than ten per cent of the members or by the president. Meetings of members must be held at a place as provided in the bylaws. In the absence of any such provision, all meetings must be held in the city or town in which the principal office of the cooperative is located. Except as otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be given to each member, either personally or by mail, not less than ten nor more than forty-five days before the date of the meeting. However, for the annual meeting and for a special meeting where the stated purpose includes an election to be voted on by the general membership, at least thirty days notice of the meeting is required in order to permit early voting in the manner required by Section 33-49-440. For the purposes of calculating when notice should be given, the day of the meeting should not be included in the count. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 4, rewrote the section, revising the notice requirements for certain meetings.
S.C. Code Ann. § 33-41-1330 — SC Code / Title 33 / Chapter 41 / Article 14 / Section 33-41-1330
SECTION 33-41-1330. Merger pursuant to other law.
Status: in_force

This article does not preclude a partnership from being merged pursuant to other law.
S.C. Code Ann. § 33-56-170 — SC Code / Title 33 / Chapter 56 / Section 33-56-170
SECTION 33-56-170. Definitions of "charitable organization" and "employee" for purposes of SECTION 33-56-180.
Status: in_force

For purposes of Section 33-56-180: (1) "Charitable organization" means any organization, institution, association, society, or corporation which is exempt from taxation pursuant to Section 501(c)(3) or 501(d) of Title 26 of the United States Code, as amended. (2) "Employee" means an agent, servant, employee, or officer of a charitable organization.
S.C. Code Ann. § 33-31-1202 — SC Code / Title 33 / Chapter 31 / Article 12 / Section 33-31-1202
SECTION 33-31-1202. Sale of assets other than in regular course of activities.
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b). (b) Unless this chapter, the articles, or bylaws, require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) by the board; (2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person whose approval is required by a provision of the articles authorized by Section 33-31-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members, or does not have members entitled to vote on the transaction, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 33-31-705. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (e) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (f) A public benefit or religious corporation must give written notice to the Attorney General twenty days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. (g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
S.C. Code Ann. § 33-11-108 — SC Code / Title 33 / Chapter 11 / Section 33-11-108
SECTION 33-11-108. Merger of parent into subsidiary.
Status: in_force

(a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary if the plan of merger is submitted to and approved by the shareholders of the parent in accordance with Section 33-11-103. (b) The board of directors of the parent shall adopt a plan of merger that sets forth the: (1) names of the parent and subsidiary; and (2) manner and basis of converting the shares of the parent pro rata into shares of the subsidiary. (c) The subsidiary shall mail a copy or summary of the plan of merger to each of its shareholders who does not waive the mailing requirement in writing. (d) The subsidiary may not deliver articles of merger to the Secretary of State for filing until at least thirty days after the date it mailed a copy of the plan of merger to each of its shareholders who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the subsidiary corporation (except for amendments enumerated in Section 33-10-102).
S.C. Code Ann. § 33-31-401 — SC Code / Title 33 / Chapter 31 / Article 4 / Section 33-31-401
SECTION 33-31-401. Corporate name.
Status: reserved

(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-31-301 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from the name appearing upon the records of the Secretary of State of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in South Carolina, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State. (c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. (d) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to do business in this State and the proposed user corporation has: (1) merged with the other corporation; (2) been formed by reorganization of the other corporation; or (3) acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) Except for allowing foreign corporations to file for a certificate of authority under a fictitious name as provided in Section 33-31-1506, this chapter does not control the use of fictitious names. (f) A corporation that converts to a nonprofit corporation pursuant to Section 33-10-110 may continue to use the same name that it used prior to the conversion.
S.C. Code Ann. § 33-46-430 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-430
SECTION 33-46-430. Voting procedures.
Status: in_force

A majority vote of the members present and voting at a meeting having a quorum is required for adoption of any question put to the members, except when a greater affirmative vote is required by this chapter or the bylaws. The foregoing majority requirement notwithstanding, bylaws may provide for a plurality vote of the membership for election of a director when more than two candidates are running for the same seat. When multiple directors are to be elected from the same district, each member has one vote for each vacancy in the district. The vote shall not be cumulative.
S.C. Code Ann. § 33-36-210 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-210
SECTION 33-36-210. Articles of incorporation.
Status: in_force

(A) Corporations not-for-profit may be organized pursuant to this chapter by any three or more persons who make, subscribe, acknowledge, and file articles of incorporation with the Secretary of State, and obtain approval from the Secretary of State when the articles of incorporation comply with this chapter. The written articles of incorporation must contain: (1) the name of the proposed corporation, which must include the word "Incorporated" or "Inc.". The name may not be the same as, or deceptively similar to, the name of another domestic corporation, or a foreign corporation authorized to do business in this State; (2) the purpose for which the corporation is organized; (3) the qualification of members and the manner of their admission; (4) the term for which the corporation is to exist, which may be perpetual; (5) by what officers the affairs of the corporation are to be managed and the times at which they are to be elected or appointed; (6) the names of the officers who are to serve until the first election or appointment pursuant to the articles of incorporation; (7) the number of persons constituting the first governing board, which may not be less than three, and the names and addresses of the persons who are to serve as board members, managers, or officers until the first election; (8) by whom the bylaws of the corporation are to be made, altered, or rescinded; (9) by whom and in what manner amendments to the articles of incorporation may be proposed and adopted; (10) the name and address of the corporation's registered agent for service of process; (11) any provision which the incorporators choose to insert for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the board members, managers, or officers not in conflict with this chapter, except that the articles of incorporation do not need to enumerate the powers in Sections 33-36-260 and 33-36-270; and (12) the signatures of not less than three natural persons competent to contract and an acknowledgment by all of the subscribers before an officer authorized to take acknowledgments. (B) The original articles of incorporation must be filed with the Secretary of State for approval by any method approved by the Secretary of State. A duplicate copy, signed and acknowledged, also may be filed.
S.C. Code Ann. § 33-36-450 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-450
SECTION 33-36-450. Member petitions.
Status: in_force

(A) Notwithstanding another provision of this chapter, any proposition embodied in a petition signed by at least ten percent of the members of the corporation, except for dissolution or sale of a substantial portion of the assets of the corporation, must be submitted to the members of the corporation. The submission to the membership must occur at a special meeting of the membership held within forty-five days after the presentation of the petition unless the next annual meeting of members falls within ninety days after the presentation or unless the petition requests the issue be raised at the annual meeting. (B) The approval of the board is not required for a proposition signed by ten percent of the membership, except for dissolution or the vote to sell a substantial portion of the assets of the corporation, to be submitted to the membership for vote and adopted at a regular or special meeting. (C) The board must exercise its best efforts to carry out the directives of the membership which are adopted pursuant to a ten percent or greater membership petition, and failure by a board member to exercise his best efforts to carry out the directive is just cause for removal from the board.
S.C. Code Ann. § 33-46-520 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-520
SECTION 33-46-520. Immunity.
Status: in_force

All directors of telephone cooperatives are immune from suits arising from the conduct of the affairs of the telephone cooperative. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the telephone cooperative.
S.C. Code Ann. § 33-47-70 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-70
SECTION 33-47-70. Organization of association.
Status: in_force

Five or more persons engaged in the production of agricultural products may form a nonprofit cooperative association with or without capital stock under the provisions of this chapter.
S.C. Code Ann. § 33-31-1440 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1440
SECTION 33-31-1440. Deposit with Department of Revenue and Taxation.
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, must be reduced to cash subject to known trust restrictions and deposited with the Department of Revenue or other appropriate state official for safekeeping in accordance with the Uniform Disposition of Unclaimed Property Act. However, in the Department of Revenue or other appropriate officials discretion, property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the department or the appropriate state official shall pay him or his representative that amount.
S.C. Code Ann. § 33-31-1506 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1506
SECTION 33-31-1506. Corporate name of foreign corporation.
Status: reserved

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Section 33-31-401, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this State, may use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. (b) Except as authorized by subsections (c) and (d), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of State from the name appearing upon the records of the Secretary of State of any other nonprofit corporation, business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in this State, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation, incorporated or authorized to transact business in this State, that is not distinguishable upon the records of the Secretary of State from the name applied for. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. (d) A foreign corporation may use in this State the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of Section 33-31-401, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of Section 33-31-401 and obtains an amended certificate of authority under Section 33-31-1504.
S.C. Code Ann. § 33-2-102 — SC Code / Title 33 / Chapter 2 / Section 33-2-102
SECTION 33-2-102. Articles of incorporation.
Status: in_force

(a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Section 33-4-101; (2) the number of shares the corporation is authorized to issue, itemized by classes; (3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; (4) the name and address of each incorporator; (5) the signature of each incorporator; and (6) a certificate, signed by an attorney licensed to practice in this State, that all of the requirements of this section have been complied with. (b) The articles of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with the law regarding: (i) the purpose for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (iv) a par value for authorized shares or classes of shares; (v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and (3) any provision that under Chapters 1 through 20 of this Title is required or permitted to be set forth in the bylaws. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in Chapters 1 through 20 of this Title. (d) To be filed, the articles of incorporation must additionally be accompanied by the initial annual report of the corporation as specified in Section 12-20-40. (e) The articles of incorporation of any corporation that either has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the Securities Exchange Act of 1934, has gross assets at the end of its most recent fiscal year totalling twenty-five million dollars or more or having five hundred or more shareholders of any class of stock, may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) imposed under Section 33-8-330; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective. If any provision of this subsection or its application to any person is held invalid, unenforceable, or unconstitutional, this invalidity, unenforceability, or unconstitutionality shall negate the other provisions or applications of this subsection, and to this end, the provisions of this subsection are not severable.
S.C. Code Ann. § 33-19-220 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-220
SECTION 33-19-220. Share transfer restriction.
Status: in_force

(a) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, and professional corporations qualified under Section 33-19-200 to be issued shares. (b) A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void.
S.C. Code Ann. § 33-31-305 — SC Code / Title 33 / Chapter 31 / Article 3 / Section 33-31-305
SECTION 33-31-305. Powers of corporations created by legislative authority before 1900.
Status: in_force

All charitable, social, and religious corporations validly created by legislative authority before 1900, or validly created before 1900 by the act of a city, county government, or other political subdivision, in addition to the powers theretofore granted them, have all the powers enumerated in Section 33-31-302, "Powers of Corporation".
S.C. Code Ann. § 33-49-620 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-620
SECTION 33-49-620. Voting districts for trustees and for delegates.
Status: in_force

Notwithstanding any other provision of this chapter, the bylaws may provide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that, in respect of each voting district: (1) a designated number of trustees must be elected by the members residing therein; (2) a designated number of delegates must be elected by the members; or (3) both trustees and delegates must be elected by the members. The bylaws shall prescribe the manner in which such voting districts, the members of them and the delegates and trustees, if any, elected from them shall function and the powers of the delegates, which may include the power to elect trustees. A member at a voting district meeting and a delegate at a meeting shall vote in person, at the meeting or an alternative early voting site. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 5.C, rewrote the section, providing the procedures for early voting.
S.C. Code Ann. § 33-36-1330 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1330
SECTION 33-36-1330. Appointment or election of board members.
Status: in_force

(A) For a corporation converted to a public service district pursuant to Section 33-36-1310, the existing board of directors and officers shall serve until the expiration of their present terms. Thereafter, and not less than forty-five days before any expiration of the term of a board member, the board of directors shall submit to the county legislative delegation the name or names of a person or persons recommended for appointment or reappointment. A letter of recommendation by the board stating why the name or names are recommended shall accompany the submission. The county legislative delegation shall consider the recommendation of the board but is not limited to make a selection for its own recommendation from among those submitted. Upon recommendation of the county legislative delegation, members of the board must be appointed by the Governor for a term of four years. A vacancy may be filled by the board, if the remaining term is less than two years; if more than two years, then in the usual manner for the unexpired term. (B) For a corporation converted to a public service district pursuant to Section 33-36-1315, the existing directors, who shall constitute the initial governing board of the district, and officers shall serve until the expiration of their current terms. Thereafter, the public service district must be governed by a board comprised of seven members. The successor members must be appointed in accordance with the following procedures: (1) the total number of customers of the public service district must be divided by the number of board seats, the result being an apportionate average; (2) the respective number of customers located in a county must be divided by the apportionate average to determine an appointive index; (3) the Governor, based upon the recommendation of the legislative delegation from the applicable county, must appoint a number of members to the board from each county to equal to the whole number indicated by its appointive index. If, by this method, there are insufficient members appointed to complete the board, an appointive index closest to the next highest whole number must be authorized to have an additional member appointed from the county; and (4) each member must be appointed for a term of four years and until his successor is appointed and qualified; provided, that the terms of the members must be staggered such that approximately one-half of the total members appointed by the Governor must be appointed or reappointed every two years. A vacancy must be filled for the remainder of the unexpired term in the manner of the original appointment. (C) For a corporation converted to a public service district pursuant to Section 33-36-1310, the governing body of the district, by a resolution adopted by a two-thirds vote of all members of the governing body, may request that board members be elected in a nonpartisan general election. If adopted, a certified copy of the resolution and a map clearly setting out the lines of the boundaries of the district in the county or counties in which the district is situated must be presented to the county election commission before August first of a general election held in an even numbered year for the election to be held at the general election in November of that year. The governing body must be elected from single member election districts. (D) Notice of the election must be published by the governing body of the district at least three times before the election, including (i) not less than sixty days before the date of the election, (ii) two weeks after the first date of publication, and (iii) a date not more than fifteen and not less than ten days before the date of the election. The notice must appear in a newspaper of general circulation within the district and contain at a minimum the following: (1) the full name of the district and its governing body; (2) the names, addresses, and telephone numbers of the members of the district's governing body; (3) the existing means of appointment of members of the district's governing body; (4) a brief description of the governmental services provided by the district; (5) a map showing generally the boundaries of the district; (6) a list of precincts and polling places in which ballots may be cast; and (7) an explanation of the procedure to be followed for election of members of the district's governing body and State. Effect of Amendment The 2012 amendment rewrote the section. 2025 Act No. 10, SECTION 1, rewrote (B), revising the composition of the governing board of public service districts.
S.C. Code Ann. § 33-27-10 — SC Code / Title 33 / Chapter 27 / Section 33-27-10
SECTION 33-27-10. Definitions.
Status: in_force

For the purposes of this chapter: "Clearing corporation" means a corporation, all of the capital stock of which is held by or for a national securities exchange registered under the Securities Exchange Act of 1934, as amended. "Custodian" means a national bank, or a bank or trust company organized under or subject to the banking law, acting as custodian for a clearing corporation.
S.C. Code Ann. § 33-42-2110 — SC Code / Title 33 / Chapter 42 / Article 12 / Section 33-42-2110
SECTION 33-42-2110. Plan of merger; contents; approval; filing; notice of name change as to real property.
Status: in_force

(a) Pursuant to a plan of merger approved pursuant to subsection (c), a limited partnership may be merged with or into one or more partnerships, foreign partnerships, corporations, foreign corporations, limited liability companies, foreign limited liability companies, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of merger includes the: (1) name of each entity that is a party to the merger; (2) name of the surviving entity into which the other entities are to merge; (3) type of organization of the surviving entity; (4) terms and conditions of the merger; (5) manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and (6) street address of the surviving entity's principal place of business. (c) A plan of merger must be approved by: (1) all the partners or the number or percentage of the partners required for merger in the partnership agreement, in the case of a partnership or a domestic limited partnership that is a party to the merger; (2) all the members or the number or percentage of members specified in the operating agreement, in the case of a limited liability company that is a party to the merger; (3) the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized, in the case of a foreign limited liability company that is a party to the merger; or (4) the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of that requirement, by all the owners of interests in the entity, in the case of any other entities that are parties to the merger. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger is effective upon the filing of the articles of merger with the Secretary of State or at a later date the articles may provide. (f)(1) If a limited partnership that owns real property in South Carolina is converted to another entity by articles of merger, the newly-named surviving, acquiring, or reorganizing partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit executed in accordance with the provisions in Section 33-1-200 and containing the old and new names of the limited partnership and describing the real property owned by that limited partnership; or (ii) filing a certified copy of the articles of merger including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing partnership. (3) The affidavit or filed articles must be duly indexed in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving real estate owned by the affected limited partnership that is made after the change in name.
S.C. Code Ann. § 33-14-200 — SC Code / Title 33 / Chapter 14 / Article 2 / Section 33-14-200
SECTION 33-14-200. Grounds for administrative dissolution.
Status: in_force

(a) The Secretary of State shall commence a proceeding under Section 33-14-210(a) to dissolve a corporation administratively if: (1) the corporation does not pay when they are due any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by law; (2) the corporation does not deliver its annual report to the Department of Revenue when it is due; (3) the corporation is without a registered agent or registered office in this State; (4) the corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) the corporation's period of duration stated in its articles of incorporation expires. (b) The Secretary of State shall dissolve a corporation pursuant to Section 33-14-210(c) if he is notified by the Department of Revenue that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520.
S.C. Code Ann. § 33-39-250 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-250
SECTION 33-39-250. Powers.
Status: in_force

In furtherance of the purposes for which the corporation is founded and in addition to the powers conferred on business corporations by the provisions of this Title, the corporation shall, subject to the restrictions and limitations contained in this chapter, have the following powers: (1) To elect, appoint and employ officers, agents and employees; (2) To make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint-stock company, association or trust, or in any other manner; (3) To borrow money from the members only, for any of the purposes of the corporation, to issue therefor its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure them by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges of every kind and nature of any part thereof or interest therein, without securing stockholder or member approval; provided, that no loan to the corporation shall be secured in any manner unless all outstanding loans to the corporation shall be secured equally and ratably in proportion to the unpaid balance of such loans and in the same manner; (4) To make loans to any person, firm, corporation, joint-stock company, association or trust, and to establish and regulate the terms and conditions with respect to any such loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for such loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution; (5) To purchase, receive, hold, lease or otherwise acquire, and to sell, convey, transfer, lease or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations; (6) To acquire the good will, business rights, real and personal property, and other assets, or any part thereof, or interest therein, of any persons, firms, corporations, joint-stock companies, associations or trusts, and to assume, undertake, or pay the obligations, debts and liabilities of any such person, firm, corporation, joint-stock company, association or trust; (7) To acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments, and to transfer, lease, or otherwise dispose of industrial plants or business establishments; (8) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint-stock company, association or trust, and while the owner or holder thereof to exercise all the rights, powers and privileges of ownership, including the right to vote thereon; (9) To mortgage, pledge or otherwise encumber any property right or thing of value, acquired pursuant to the powers contained in items (5) to (8) of this section, as security for the payment of any part of the purchase price thereof; (10) To cooperate with and avail itself of the facilities of the State Development Board and any similar governmental agencies, and to cooperate with and assist and otherwise encourage organizations in the various communities of the county in the promotion, assistance and development of the business prosperity and economic welfare of such communities or of the county; and (11) To do all acts and things necessary or convenient to carry out the powers expressly granted in this chapter.
S.C. Code Ann. § 33-36-1070 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1070
SECTION 33-36-1070. Articles of dissolution.
Status: in_force

(A) When all debts, liabilities, and obligations of the corporation have been paid and all remaining property and assets distributed, the board shall authorize the execution of articles of dissolution, executed and acknowledged on behalf of the corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws. (B) The articles of dissolution must recite in the caption that they are executed pursuant to this chapter and must state: (1) the name of the corporation; (2) the address of the principal office; (3) that the corporation has delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office; (4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for payment or discharge; (5) that all residual assets of the corporation have been distributed in accordance with Section 501(c)(12) of the 1986 Internal Revenue Code; (6) that no actions or suits are pending against the corporation. (C) The officer executing the articles of dissolution also shall make and attach to them an affidavit stating that the provisions of this article have been duly complied with. The articles of dissolution and affidavit, accompanied by proof of the publication required in Section 33-36-1060, must be submitted to the Secretary of State for filing.
S.C. Code Ann. § 33-31-1001 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1001
SECTION 33-31-1001. Authority to amend articles of incorporation.
Status: in_force

(a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. (b) A corporation either designated on the records of the Office of the Secretary of State as a public benefit or religious corporation, or which qualifies as such pursuant to Section 33-31-1707, may amend or restate its articles of incorporation so that it becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least twenty days before consummation of the amendment or restatement. (c) Except as provided in Section 33-31-611(c), a member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or bylaws.
S.C. Code Ann. § 33-41-390 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-390
SECTION 33-41-390. Liability of incoming partner.
Status: in_force

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
S.C. Code Ann. § 33-27-30 — SC Code / Title 33 / Chapter 27 / Section 33-27-30
SECTION 33-27-30. Pledge of stock or rights.
Status: in_force

A valid pledge may be made of any such certificate or instrument or of any interest therein and of the shares or rights evidenced by such certificate, instrument or interest by (a) The giving by the pledgor to the clearing corporation notice of the pledge and instructions that, until receipt by the clearing corporation of notice to the contrary from the pledgee, such certificate, instrument or interest therein and the shares or rights evidenced by such certificate, instrument or interest, shall be held by the clearing corporation (either directly or through the custodian) for the account of the pledgee, and (b) By the making of entries on the books of the clearing corporation reducing the account of the pledgor by the number of shares or rights pledged and increasing the account of the pledgee by such number of shares or rights. A pledge so made shall for all purposes be as valid and effective as one made by transfer of actual possession of a certificate or instrument evidencing the shares or rights pledged from the pledgor to the pledgee.
S.C. Code Ann. § 33-49-60 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-60
SECTION 33-49-60. Uniform Securities Act provisions are not applicable.
Status: in_force

The provisions of Chapter 1 of Title 35 shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative or foreign corporation transacting business in this State pursuant to this chapter, to the United States of America or any agency or instrumentality thereof or to any mortgage or deed of trust executed to secure the same. The provisions of said Title shall not apply to the issuance of membership certificates by any cooperative or any such foreign corporation.
S.C. Code Ann. § 33-49-1230 — SC Code / Title 33 / Chapter 49 / Article 13 / Section 33-49-1230
SECTION 33-49-1230. Approval at membership meeting.
Status: in_force

The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion approved by the board of trustees or board of directors, as the case may be, of such corporation shall then be submitted to a vote of the members or stockholders, as the case may be, of such corporation at any duly held annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion, with such amendments thereto as the members or stockholders of such corporation shall choose to make, shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of such corporation voting thereon at such meeting or, if such corporation is a stock corporation, upon the affirmative vote of the holders of not less than two thirds of the capital stock of such corporation represented at such meeting.
S.C. Code Ann. § 33-47-120 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-120
SECTION 33-47-120. Annual license fee; exemption from franchise and license tax.
Status: in_force

Each association organized hereunder and all production credit associations organized under the act of Congress known as the Farm Credit Act of 1933 shall pay an annual license fee of ten dollars but shall be exempt from all franchise or license taxes.
S.C. Code Ann. § 33-44-101 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-101
SECTION 33-44-101. Definitions.
Status: in_force

In this chapter: (1) "Articles of organization" means initial, amended, and restated articles of organization, and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the Office of the Secretary of State or other official having custody of company records in the State or country under whose law it is organized. (2) "At-will company" means a limited liability company other than a term company. (3) "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. (4) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application or a comparable order under federal, state, or foreign law governing insolvency. (5) "Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. (6) "Distributional interest" means all of a member's interest in distributions by the limited liability company. (7) "Entity" means a person other than an individual. (8) "Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this State which afford limited liability to its owners comparable to the liability under Section 33-44-303 and is not required to obtain a certificate of authority to transact business under any law of this State other than this chapter. (9) "Limited liability company" means a limited liability company organized under this chapter. (10) "Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority under Section 33-44-301. (11) "Manager-managed company" means a limited liability company which is so designated in its articles of organization. (12) "Member-managed company" means a limited liability company other than a manager-managed company. (13) "Operating agreement" means the agreement under Section 33-44-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement. (14) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (15) "Principal office" means the office, whether or not in this State, where the principal executive office of a domestic or foreign limited liability company is located. (16) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (17) "Sign" means to identify a record by means of a signature, mark, or other symbol, with intent to authenticate it. (18) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (19) "Term company" means a limited liability company in which its members have agreed to remain members until the expiration of a term specified in the articles of organization. (20) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, and gift.
S.C. Code Ann. § 33-56-190 — SC Code / Title 33 / Chapter 56 / Section 33-56-190
SECTION 33-56-190. Exchange of information with other states.
Status: in_force

The Secretary of State may enter into agreements with the appropriate authority of another state for the purpose of exchanging information with respect to charitable organizations, professional fundraising counsel, professional solicitors, and commercial co-venturers.
S.C. Code Ann. § 33-31-602 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-602
SECTION 33-31-602. Consideration.
Status: in_force

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
S.C. Code Ann. § 33-19-221 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-221
SECTION 33-19-221. Attempted share transfer in breach of prohibition.
Status: in_force

(a) An attempt to transfer shares in a professional corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a professional corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Section 33-19-210 was not given or because the prohibition is held unenforceable by a court, gives the professional corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation must give the transferee written notice within thirty days after they are presented for registration in the transferee's name. The professional corporation may enforce specifically the transferee's sale obligation upon exercise of its purchase option.
S.C. Code Ann. § 33-18-310 — SC Code / Title 33 / Chapter 18 / Article 4 / Section 33-18-310
SECTION 33-18-310. Termination of statutory close corporation status.
Status: in_force

(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Section 33-18-210, the amendment must comply either with Section 33-8-101 or delete the statement dispensing with the board of directors from its articles of incorporation. (b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are entitled otherwise to vote on amendments. (c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under Chapter 13 of this title.
S.C. Code Ann. § 33-39-10 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-10
SECTION 33-39-10. Definitions.
Status: in_force

As used in this chapter the following words and phrases, unless differently defined or described, shall have meanings and references as follows: (1) "Corporation" means a county business development corporation created under this chapter; (2) "Financial institution" means any banking corporation or trust company, building and loan association, insurance company or related corporation, partnership, foundation or other institution engaged primarily in lending or investing funds; (3) "Member" means any financial institution authorized to do business within this State which shall undertake to lend money to a corporation created under this chapter, upon its call, and in accordance with the provisions of this chapter; (4) "Board of directors" means the board of directors of the corporation created under this chapter; and (5) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation as determined under the provisions of this chapter.
S.C. Code Ann. § 33-56-130 — SC Code / Title 33 / Chapter 56 / Section 33-56-130
SECTION 33-56-130. Foreign organizations and solicitors deemed to appoint secretary as agent for service.
Status: in_force

If a charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer soliciting contributions from people in this State and having a principal place of business outside the State, or organized under and by virtue of the laws of a foreign state, is subject to the provisions of this chapter and does not otherwise appoint a registered agent for service of process, that charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer is considered to have appointed irrevocably the Secretary of State as an agent upon whom may be served summons, subpoena, subpoena duces tecum, or other process directed to the charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer or a partner, principal officer, or director of it in any action or proceeding brought pursuant to this chapter. Service of process is made by delivering to and leaving with the Secretary of State, or with any person designated to receive service at the office of the Secretary of State, duplicate copies of the process, notice, or demand. The service is sufficient service if notice of the service and a copy of the process are sent by the Secretary of State to the charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer, by registered or certified mail with return receipt requested, at the address provided for in the registration form required to be filed with the Secretary of State pursuant to this chapter or, in default of the filing of the form, at the last address known to the Secretary of State. Service of process is complete ten days after the receipt by the Secretary of State of a return receipt purporting to be signed by the addressee or a person qualified to receive the registered or certified mail, in accordance with the accepted practices of the United States Postal Service or, if acceptance was refused by the addressee, ten days after the return to the Secretary of State of the original envelope bearing a notation by the postal authorities that receipt of it was refused.
S.C. Code Ann. § 33-37-80 — SC Code / Title 33 / Chapter 37 / Article 1 / Section 33-37-80
SECTION 33-37-80. Tax credit for nondeductible losses arising from sale or other disposition of securities of corporation.
Status: in_force

Any stockholder, member, or other holder of any securities, evidences of indebtedness, or shares of the capital stock of the corporation or any of its subsidiaries who realizes a loss from the sale, redemption or other disposition of any securities, evidences of indebtedness, or shares of the capital stock of the corporation, including any such loss realized on a partial or complete liquidation of the corporation, and who is not entitled to deduct such loss in computing any of the stockholder's, member's or other holder's taxes to the State, must be entitled to credit against any taxes subsequently becoming due to the State from the stockholder, member or other holder a percentage of such loss equivalent to the highest rate of tax assessed for the year in which the loss occurs upon mercantile and business corporations. Effect of Amendment 2015 Act No. 60, SECTION 1, inserted a comma following "member" and the two instances of "indebtedness", inserted "or any of its subsidiaries" before "who realizes a loss", substituted "any of the stockholder's" for "any of such stockholder's", substituted "must be entitled" for "shall be entitled", and substituted "due to the State from the stockholder" for "due to the State from such stockholder".
S.C. Code Ann. § 33-8-103 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-103
SECTION 33-8-103. Number and election of directors.
Status: in_force

(a) A board of directors consists of one or more individuals with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) In the case of a corporation which is not a public corporation, if a board of directors has power under the articles of incorporation or under a bylaw provision to fix or change the number of directors, the board may increase or decrease by thirty percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty percent the number of directors last approved by the shareholders. (c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed within the minimum and maximum by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa. (d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under Section 33-8-106.
S.C. Code Ann. § 33-41-1120 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1120
SECTION 33-41-1120. Name.
Status: in_force

The name of a registered limited liability partnership must contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." as the last words or letters of its name.
S.C. Code Ann. § 33-14-320 — SC Code / Title 33 / Chapter 14 / Article 3 / Section 33-14-320
SECTION 33-14-320. Receivership or custodianship.
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint receivers to wind up and liquidate, or custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers: (1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this State; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors. (e) The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
S.C. Code Ann. § 33-8-200 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-200
SECTION 33-8-200. Meetings.
Status: in_force

Unless the articles or bylaws otherwise provide: (a) The board of directors may hold regular or special meetings in or out of this State. (b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
S.C. Code Ann. § 33-31-808 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-808
SECTION 33-31-808. Removal of directors elected by members or directors.
Status: in_force

(a) The members may remove one or more directors elected by them without cause. (b) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b) through (d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a) through (e). (h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. (i) If, at the beginning of a director's term, the articles or bylaws provide that the director may be removed for reasons set forth in the articles or bylaws, the board may remove the director for such reasons. The director may be removed only if a majority of the directors then in office vote for the removal. (j) The articles or bylaws of a religious corporation may: (1) limit the application of this section; and (2) set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board. (k) For purposes of this section, "members" refers to members entitled to vote for directors.
S.C. Code Ann. § 33-8-580 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-580
SECTION 33-8-580. Application of article.
Status: in_force

(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.
S.C. Code Ann. § 33-45-60 — SC Code / Title 33 / Chapter 45 / Section 33-45-60
SECTION 33-45-60. Payment of subscriptions.
Status: in_force

All subscriptions to the capital stock of any association organized under this chapter shall be payable in money or in labor or property at its money value and shall be listed, the labor or the property and the value thereof to be specified in the list of subscriptions. But no subscription in labor or property shall be received unless such labor or property and the value thereof, so to be specified as aforesaid, be approved by the board of incorporators.
S.C. Code Ann. § 33-19-200 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-200
SECTION 33-19-200. Issuance of shares.
Status: in_force

(a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) individuals who are authorized by law in this or another state to render a professional service described in the corporation's articles of incorporation; (2) general partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service described in the corporation's articles of incorporation; (3) professional corporations, domestic or foreign, authorized by law in this State to render a professional service described in the corporation's articles of incorporation. (b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority by rule may restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person. (c) Shares issued in violation of this section or rules promulgated under this section are void.
S.C. Code Ann. § 33-41-1050 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1050
SECTION 33-41-1050. Rights when partnership agreement is rescinded for fraud or misrepresentation.
Status: in_force

When a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled: (1) To a lien on, or right of retention of, the surplus of the partnership property, after satisfying the partnership liabilities to third persons, for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; (2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and (3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
S.C. Code Ann. § 33-37-430 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-430
SECTION 33-37-430. Duration of membership; withdrawal.
Status: in_force

Membership in the corporation must be for the duration of the corporation; provided, that upon written notice given to the corporation three years in advance a member may withdraw from membership in the corporation at the expiration date of the notice. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "must be" for "shall be", and substituted "the notice" for "such notice".