S.C. Code Ann. § 33-49-625 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-625
SECTION 33-49-625. Notice, votes, and minutes.
Status: in_force

(A) Notwithstanding all other notice requirements, written notice of all nonemergency meetings of the board of trustees or the membership of the cooperative, including membership meetings pursuant to the provisions of Section 33-49-620, must be posted at a location accessible and visible to the cooperative membership on the cooperative's website and at the cooperative's principal place of business at least ten days before the meeting. The notice must state the time, place, location, and purpose of the meeting. (B) Written notice of emergency meetings of the board of trustees must be posted at a location accessible and visible to the cooperative membership on the cooperative's website and at the cooperative's principal place of business at least twenty-four hours before the meeting. Emergency meetings of the board may be called when appropriate to deal with extraordinary circumstances, but the board of trustees must not make decisions regarding rates, fees, charges, board of trustees composition or board of trustees compensation at an emergency meeting. (C) All votes cast by trustees at these meetings must be taken in open session except where discussions include: (1) matters related to employees of the cooperative; (2) matters related to contracts or agreements with vendors or suppliers; (3) matters related to particular cooperative members that involve account or personal information; (4) matters related to economic development that involve the discussion of potentially identifiable information about businesses or industries that might be locating or expanding in or near the cooperative's service territory; (5) matters related to information or physical security measures; (6) matters related to legal advice; and (7) matters not specifically listed but determined by the board, on the advice of counsel, to constitute a reasonable risk of damage to the cooperative membership due to the release of proprietary, personnel, member, or account information. (D) Where votes are taken in executive session, the vote then must be ratified in open session in a manner that does not compromise the purpose of the executive session. (E) Approved board minutes detailing the actions taken at these meetings must be provided within ten days of their approval to cooperative members in the same manner that notice of the meeting was provided. 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."
S.C. Code Ann. § 33-42-1030 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1030
SECTION 33-42-1030. Withdrawal of limited partner.
Status: in_force

(A) A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement, if: (1) the limited partnership was formed on or after July 1, 1998; or (2) the limited partnership was formed before July 1, 1998, and the partnership agreement governing the limited partnership specifies in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership. (B) If the partnership agreement governing a limited partnership formed before July 1, 1998, does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office required to be maintained pursuant to Section 33-42-50(1) in this State. If the partnership agreement of the limited partnership is amended on or after July 1, 1998, to specify the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, the amendment shall apply retroactively to the date of the formation of the limited partnership, and the limited partnership is deemed to be a limited partnership described in subsection (A)(2).
S.C. Code Ann. § 33-31-1022 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1022
SECTION 33-31-1022. Class voting on bylaw amendment by members.
Status: in_force

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of membership in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of membership in a manner different than such amendment would affect another class; (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification, or termination of the memberships of that class; or (6) authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to a vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two more classes as a result of an amendment to the bylaws of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment. (e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
S.C. Code Ann. § 33-47-1140 — SC Code / Title 33 / Chapter 47 / Article 13 / Section 33-47-1140
SECTION 33-47-1140. Contracts entered into with other associations.
Status: in_force

Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements, contracts and arrangements with any other cooperative corporation or association formed in this or in any other state for the cooperative and more economical carrying on of its business or any part thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same methods, means and agencies for carrying on and conducting their respective businesses.
S.C. Code Ann. § 33-37-270 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-270
SECTION 33-37-270. Approval by Secretary of State and filing of articles of amendment.
Status: in_force

Within thirty days after any meeting at which an amendment of the charter has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and the due adoption of the amendment, must be submitted to the Secretary of State, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval on it. Thereupon, the articles of amendment must be filed in the Office of the Secretary of State, and no such amendment shall take effect until the articles of amendment have been filed as is required above. Effect of Amendment 2015 Act No. 60, SECTION 1, inserted commas following "adopted" and "treasurer", substituted "setting forth the amendment" for "setting forth such amendment", substituted "due adoption of the amendment, must be submitted" for "due adoption thereof, shall be submitted", substituted "approval on it" for "approval thereon", substituted "must be filed" for "shall be filed", substituted "Office of the Secretary of State" for "office of the Secretary of State", substituted "until the articles of amendment have" for "until such articles of amendment shall have", and substituted "is required above" for "aforesaid".
S.C. Code Ann. § 33-53-50 — SC Code / Title 33 / Chapter 53 / Section 33-53-50
SECTION 33-53-50. Service of process on business trust.
Status: in_force

Service of process may be made on any business trust organized in this State or doing business in this State in the same manner that domestic and foreign corporations, respectively, are served.
S.C. Code Ann. § 33-19-120 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-120
SECTION 33-19-120. General powers.
Status: in_force

(a) Except as provided in subsection (b), a professional corporation has the powers enumerated in Section 33-3-102. (b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's articles of incorporation.
S.C. Code Ann. § 33-37-640 — SC Code / Title 33 / Chapter 37 / Article 7 / Section 33-37-640
SECTION 33-37-640. Liability for losses.
Status: in_force

Directors and officers are not responsible for losses unless the losses have been occasioned by the wilful misconduct of those directors and officers. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "are not responsible" for "shall not be responsible" and "those directors" for "such directors".
S.C. Code Ann. § 33-8-570 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-570
SECTION 33-8-570. Insurance.
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under Section 33-8-510 or 33-8-520.
S.C. Code Ann. § 33-37-450 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-450
SECTION 33-37-450. Voting by stockholders and members.
Status: in_force

(A) As to all matters requiring action by the members and the stockholders of the corporation, the members and the holders of each class of stock, of which there are then shares authorized and outstanding for which votes are entitled to be cast, shall vote separately on the matters by classes and, except as otherwise provided in this chapter, these matters require the affirmative vote of a majority of the votes to which the members present or represented at the meeting are entitled and the affirmative vote of a majority of the votes entitled to be cast with respect to the shares of each class of stock of which there are holders present or represented at the meeting. (B) Unless otherwise provided in the charter of the corporation, each stockholder has one vote, in person or by proxy, for each share of capital stock held by him, and each member has one vote, in person or by proxy. However, a member having a loan limit of more than one thousand dollars has one additional vote, in person or by proxy, for each additional one thousand dollars of the member's loan limit as determined pursuant to the loan call agreement with the corporation as provided in Section 33-37-460. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-42-1210 — SC Code / Title 33 / Chapter 42 / Article 7 / Section 33-42-1210
SECTION 33-42-1210. Nature of partnership interest.
Status: in_force

A partnership interest is personal property.
S.C. Code Ann. § 33-16-102 — SC Code / Title 33 / Chapter 16 / Article 1 / Section 33-16-102
SECTION 33-16-102. Inspection of records by shareholders.
Status: in_force

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 33-16-101(e) if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy. Shareholders holding at least one percent of any class of shares are entitled to conduct an inspection of the tax returns described in Section 33-16-101(e)(8) under the same conditions. (b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under Section 33-16-102(a); (2) accounting records of the corporation; and (3) the record of shareholders. (c) A shareholder may inspect and copy the records described in subsection (b) only if: (1) his demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose. (d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws. (e) This section does not affect: (1) the right of a shareholder to inspect records under Section 33-7-200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (2) the power of a court, independently of Chapters 1 through 20 of this Title, to compel the production of corporate records for examination.
S.C. Code Ann. § 33-44-406 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-406
SECTION 33-44-406. Limitations on distributions.
Status: in_force

(a) A distribution may not be made if: (1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution. (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date the: (i) distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or (ii) payment is made if it occurs more than one hundred twenty days after the date of authorization. (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
S.C. Code Ann. § 33-49-1050 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1050
SECTION 33-49-1050. Filing of certificate and affidavit; effect thereof.
Status: in_force

Such certificate and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter and thereupon the cooperative shall cease to carry on its business except in so far as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State.
S.C. Code Ann. § 33-31-150 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-150
SECTION 33-31-150. Private foundations.
Status: in_force

Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in Section 509(a) of the Internal Revenue Code: (a) shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under Section 4942 of the Internal Revenue Code; (b) may not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (c) may not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (d) may not make any taxable expenditures as defined in Section 4944 of the Internal Revenue Code; (e) may not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
S.C. Code Ann. § 33-42-1810 — SC Code / Title 33 / Chapter 42 / Article 10 / Section 33-42-1810
SECTION 33-42-1810. Right of action.
Status: in_force

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
S.C. Code Ann. § 33-31-101 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-101
SECTION 33-31-101. Short title.
Status: in_force

This chapter may be cited as the South Carolina Nonprofit Corporation Act of 1994. Editor's Note 1994 Act No. 384, SECTION 11, provides as follows: "SECTION 11. The analysis lines preceding the code sections are for identification only and are not considered part of the Code sections. The Official Comments and the South Carolina Reporter's Notes which are included after each section are included for analytical and information purposes only and must not be considered part of the sections themselves."
S.C. Code Ann. § 33-7-105 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-105
SECTION 33-7-105. Notice of meeting.
Status: in_force

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless Chapters 1 through 20 of this Title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. (b) Unless Chapters 1 through 20 of this Title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called. (c) Notice of a special meeting must include a description of the purpose for which the meeting is called. (d) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders. (e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 33-7-107, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
S.C. Code Ann. § 33-15-107 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-107
SECTION 33-15-107. Registered office and registered agent of foreign corporation.
Status: in_force

Each foreign corporation authorized to transact business in this State must maintain continuously in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who may be: (i) an individual who resides in this State and whose business office is identical with the registered office; (ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or (iii) a foreign corporation or foreign not-for-profit corporation authorized to transact business in this State whose business office is identical with the registered office.
S.C. Code Ann. § 33-45-160 — SC Code / Title 33 / Chapter 45 / Section 33-45-160
SECTION 33-45-160. Investment in other cooperative.
Status: in_force

At any regular meeting or at any duly called special meeting at which at least a majority of all its stockholders shall be present an association organized under this chapter may, by a majority vote of those present, authorize the investment of its reserve fund or any part thereof or of not to exceed twenty-five per cent of its capital in the capital stock of any other cooperative association.
S.C. Code Ann. § 33-8-410 — SC Code / Title 33 / Chapter 8 / Article 4 / Section 33-8-410
SECTION 33-8-410. Duties of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
S.C. Code Ann. § 33-31-1704 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1704
SECTION 33-31-1704. Severability.
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that 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. § 33-6-260 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-260
SECTION 33-6-260. Shares without certificates.
Status: in_force

(A) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates to the extent that investment securities not evidenced by certificates are authorized by Chapter 8 of Title 36 of the South Carolina Uniform Commercial Code. The authorization does not affect shares already represented by certificates until the shares or certificates are surrendered to the corporation. (B) Within a reasonable time after the issue or transfer of shares to a shareholder without certificates, the corporation must send the shareholder a written statement containing the information required on a certification by Section 33-6-250(b) and (c) and Section 33-6-270, if applicable.
S.C. Code Ann. § 33-31-1406 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1406
SECTION 33-31-1406. Effect of dissolution.
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) preserving and protecting its assets and minimizing its liabilities; (2) discharging or making provision for discharging its liabilities and obligations; (3) disposing of its properties that will not be distributed in kind; (4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) if the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) to one or more entities described in Section 501(c)(3) of the Internal Revenue Code, to the United States, to a state, or to a political subdivision of the United States or a state, for a public purpose, or pursuant to court order to another organization to be used in such manner as in the judgment of the court will accomplish the general purposes for which the dissolved corporation was organized, for one or more exempt purposes; or (ii) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations or to one or more of the entities described in (i) above; (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and (8) doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) subject its directors or officers to standards of conduct different from those prescribed in Sections 33-31-801 through 33-31-858; (3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent.
S.C. Code Ann. § 33-31-855 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-855
SECTION 33-31-855. Determination and authorization of indemnification.
Status: in_force

(a) A corporation may not indemnify a director under Section 33-31-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 33-31-851. (b) The determination must be made: (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under item (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding; (3) by special legal counsel: (i) selected by the board of directors or its committee in the manner prescribed in item (1) or (2); or (ii) if a quorum of the board cannot be obtained under item (1) and a committee cannot be designated under item (2), selected by majority vote of the full board, in which selection directors who are parties may participate; or (4) by the members of a mutual benefit corporation. Directors who are at the time parties to the proceeding may not vote on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses must be made by those entitled under subsection (b)(3) to select counsel. (d) A director of a public benefit corporation may not be indemnified until twenty days after the effective date of written notice to the Attorney General of the proposed indemnification.
S.C. Code Ann. § 33-16-101 — SC Code / Title 33 / Chapter 16 / Article 1 / Section 33-16-101
SECTION 33-16-101. Corporate records.
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. (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 creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past ten years; (5) all written communications to shareholders as a group within the past three years, including the financial statements furnished for the past three years under Section 33-16-200; (6) a list of the names and business addresses of its current directors and officers; (7) its most recent annual report delivered to the Department of Revenue under Section 12-19-20; (8) its federal and state income tax returns for the last ten years.
S.C. Code Ann. § 33-31-707 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-707
SECTION 33-31-707. Record date; determining members entitled to notice and vote.
Status: in_force

(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a member's meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as a record date. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting. (b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a member's meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as a record date. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing a record date, the board may fix in advance a record date. If no record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day before the date of such other action, whichever is later, are entitled to exercise such rights. (d) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs. (e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the record date for determining members entitled to notice of the original meeting. (f) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
S.C. Code Ann. § 33-56-70 — SC Code / Title 33 / Chapter 56 / Section 33-56-70
SECTION 33-56-70. Contracts with professional solicitors to be in writing; filing requirements; joint financial report for each campaign; penalty for noncompliance.
Status: in_force

(A) A contract or agreement between any professional fundraising counsel, professional solicitor, or commercial co-venturer and a charitable organization must be in writing and filed with the Secretary of State at least ten days before the professional fundraising counsel, professional solicitor, or commercial co-venturer begins any solicitation activity or any other activity contemplated by the contract or agreement in this State. In addition, a professional solicitor or commercial co-venturer shall attach a completed Notice of Solicitation form that complies with the requirements of this section to the contract or agreement filed with the Secretary of State. (B) A contract filed pursuant to this section must disclose the following, if applicable: (1) legal name and alias name, address, and registration number, if any, of the professional solicitor, professional fundraising counsel, or commercial co-venturer; (2) legal name, address, and registration number of the charitable organization; (3) name and residence address of each person directing or supervising the contract solicitation services; (4) description of the event or campaign; (5) date the solicitation or campaign will commence; (6) date the solicitation or campaign will terminate; (7) statement of the amount or guaranteed minimum percentage of gross receipts to be remitted or retained by the charitable organization, excluding the amount which the charitable organization must pay for fundraising costs; (8) statement of the amount or percentage of gross receipts with which the professional solicitor, professional fundraising counsel, or commercial co-venturer is compensated, including the amount the professional solicitor, professional fundraising counsel, or commercial co-venturer must be reimbursed as payment for fundraising costs; and (9) if applicable, the maximum dollar amount that will benefit the charitable organization. (C) Every Notice of Solicitation form filed pursuant to this section must disclose: (1) legal name and alias name, address, and registration number of the professional solicitor or commercial co-venturer; (2) legal name, address, and registration number of the charitable organization; (3) date the solicitation activity will commence and terminate in this State; (4) name and residence address of phone room directors for any solicitation activities; (5) location, including physical address, and telephone numbers from which the solicitation activity, including telephone solicitations, is conducted; (6) description of all solicitation activity; and (7) the terms of remuneration for the campaign or event pursuant to the contract. (D) Solicitations or services pursuant to a contract or agreement between a charitable organization and a professional solicitor, professional fundraising counsel, or commercial co-venturer may not begin in this State until the contract or agreement has been filed with the Secretary of State and until both the charitable organization and the professional solicitor, professional fundraising counsel, or commercial co-venturer are registered properly with the Secretary of State. (E) Within ninety days after a solicitation campaign has been completed, or within ninety days after the anniversary of a solicitation campaign lasting more than one year, a professional solicitor or commercial co-venturer shall file with the Secretary of State a joint financial report for the campaign, including gross revenue, an itemization of expenses, and the amount paid to the charitable organization. This joint financial report must be completed on the form prescribed by the Secretary of State, signed by both an authorized official of the professional solicitor or commercial co-venturer and an authorized official of the charitable organization, and certified to be true. (F) A professional solicitor, professional fundraising counsel, or commercial co-venturer shall cease all solicitation or any other activity conducted pursuant to a contract or agreement with a charitable organization in this State, upon receipt of notice from the charitable organization or the Secretary of State that the registration of the charitable organization with the Secretary of State has expired or has been terminated or suspended. (G) A professional fundraising counsel, professional solicitor, or commercial co-venturer failing to comply with this section is ineligible to renew its registration or continue solicitation activities or campaigns until the required information is filed and is liable for an administrative fine not to exceed ten dollars for each day of noncompliance, with a maximum fine of two thousand dollars for each separate violation. Effect of Amendment 2014 Act No. 135, SECTION 3, rewrote subsection (A); in subsection (B)(5), substituted "will commence" for "commences"; in subsection (B)(6), substituted "will terminate" for "terminates"; in subsections (B)(7) and (B)(8), inserted "amount or" after "statement of the"; in subsection (C)(1), deleted "professional fundraising counsel," following "professional solicitor"; in subsection (C)(3), substituted "will commence and terminate in this State" for "commences and terminates"; inserted subsection (D) and renumbered former subsection (D) as (E); in subsection (E), substituted "a professional" for "the professional", substituted "a professional solicitor or commercial co-venturer shall" for "professional solicitor must", substituted "charitable organization" for "sponsor", and inserted "or commercial co-venturer"; added subsection (F); and redesignated former subsection (E) as subsection (G).
S.C. Code Ann. § 33-7-104 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-104
SECTION 33-7-104. Action without meeting.
Status: in_force

(a) Action required or permitted by Chapters 1 through 20 of this Title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a). (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (d) If Chapters 1 through 20 of this Title requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice must contain or be accompanied by the same material that must be sent to nonvoting shareholders in a notice of meeting at which the proposed action is submitted to the shareholders for action.
S.C. Code Ann. § 33-31-151 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-151
SECTION 33-31-151. Express amendment excluding application of Section 33-31-150.
Status: in_force

A corporation may amend its articles of incorporation expressly to include the application of Section 33-31-150, or any portion of that section.
S.C. Code Ann. § 33-10-220 — SC Code / Title 33 / Chapter 10 / Article 2 / Section 33-10-220
SECTION 33-10-220. Bylaw increasing quorum or voting requirement for directors.
Status: repealed

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) if originally adopted by the shareholders, only by the shareholders; (2) if originally adopted by the board of directors, either by the shareholders or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
S.C. Code Ann. § 33-7-200 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-200
SECTION 33-7-200. Shareholders' list for meeting.
Status: in_force

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. (b) The shareholders' list must be available for inspection by any shareholder, beginning, in the case of corporations which are not public corporations, on the date on which notice of the meeting is given for which the list was prepared and, in the case of public corporations, not later than the fifth business day following such date, in either case, continuing through the meeting, at the corporation's principal office or at place identified in the meeting notice in the city where the meeting is to be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of Section 33-16-102(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection. (c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a shareholder, his agent, or attorney to inspect the shareholders' list before or at the meeting (or copy the list as permitted by subsection (b)), the circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
S.C. Code Ann. § 33-38-110 — SC Code / Title 33 / Chapter 38 / Article 1 / Section 33-38-110
SECTION 33-38-110. Short title.
Status: in_force

This chapter may be referred to and cited as the "South Carolina Benefit Corporation Act".
S.C. Code Ann. § 33-42-830 — SC Code / Title 33 / Chapter 42 / Article 5 / Section 33-42-830
SECTION 33-42-830. Sharing of profits and losses.
Status: in_force

The profits and losses 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, profits and losses shall be allocated 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. § 33-31-703 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-703
SECTION 33-31-703. Court-ordered meeting.
Status: in_force

(a) The court of common pleas of the county where a corporation's principal office in this State or, if none in this State, its registered office, is located may summarily order a meeting to be held: (1) on application of a member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or (2) on application of a member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the Attorney General, if a regular meeting is not held within forty days after the date it was required to be held; or (3) on application of a member who signed a demand for a special meeting valid under Section 33-31-702, a person or persons entitled to call a special meeting and, in the case of a public benefit corporation, the Attorney General, if: (i) notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; 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, specify a record date for determining members 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 or purposes of the meeting. (c) If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
S.C. Code Ann. § 33-37-410 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-410
SECTION 33-37-410. Who may become members, stockholders or bondholders.
Status: in_force

In addition to other persons and notwithstanding any provision of general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures: (1) All domestic corporations organized for the purpose of carrying on business within this State, including without implied limitation, public utility companies and insurance and casualty companies, foreign corporations licensed to do business in the State, and all trusts, may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of bonds, securities, or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of the stock may exercise all the rights, powers, and privileges of ownership, including the right to vote on it, all without the approval of a regulatory authority of the State. (2) All financial institutions may become members of the corporation and make loans to the corporation as provided in this chapter. (3) A financial institution which does not become a member of the corporation may not acquire any shares of the capital stock of the corporation. In the event a nonmember financial institution becomes an owner of shares in the corporation but does not become a member, these shares shall automatically become nonvoting shares and may not be considered for the purpose of determining a quorum. (4) Each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of bonds, securities, or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of the stock may exercise all the rights, powers, and privileges of ownership, including the right to vote on it, all without the approval of a regulatory authority of the State. The amount of the capital stock of the corporation which may be acquired by a member pursuant to the authority granted in this section may not exceed five percent of the capital and surplus of the member. The amount of capital stock of the corporation which a member may acquire pursuant to the authority granted in this section is in addition to the amount of capital stock in corporations which the member otherwise is authorized to acquire. A shareholder may acquire or hold more than ten percent of the outstanding shares of the corporation, however all shares in excess of ten percent automatically become nonvoting shares. Effect of Amendment 2015 Act No. 60, SECTION 1, in (1), inserted a comma following "limitation"; in (3), added the second sentence, relating to nonmember financial institution owning of shares; and in (4), added the last sentence, relating to holding more than 10 percent of outstanding shares.
S.C. Code Ann. § 33-10-109 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-109
SECTION 33-10-109. Effect of amendment.
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, or the existing rights of persons other than shareholders 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. § 33-44-407 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-407
SECTION 33-44-407. Liability for unlawful distributions.
Status: in_force

(a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of Section 33-44-406, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating Section 33-44-406, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with Section 33-44-409. (b) A member of a manager-managed company who knew a distribution was made in violation of Section 33-44-406, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under Section 33-44-406. (c) A member or manager against whom an action is brought under this section may implead in the action all: (1) other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and (2) members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b). (d) A proceeding under this section is barred unless it is commenced within two years after the distribution.
S.C. Code Ann. § 33-56-145 — SC Code / Title 33 / Chapter 56 / Section 33-56-145
SECTION 33-56-145. Penalties.
Status: in_force

(A) A person that knowingly and wilfully violates a provision of this chapter with the intent to deceive or defraud an individual or a charitable organization is guilty of a misdemeanor and, upon conviction for a first offense, must be fined not more than five thousand dollars or imprisoned not more than one year, or both. For a second offense or subsequent offense, a person is guilty of a felony and, upon conviction, must be fined not more than ten thousand dollars or imprisoned not more than five years, or both. (B) A person that knowingly and wilfully gives false or misleading information to the Secretary of State in a registration, filing statement, or report required by this chapter is guilty of a misdemeanor and, upon conviction for a first offense, must be fined not more than two thousand dollars or imprisoned not more than one year, or both. For a second offense or subsequent offense, a person is guilty of a felony and, upon conviction, must be fined not more than five thousand dollars or imprisoned not more than five years, or both. (C) A person that is convicted or pleads guilty or nolo contendere pursuant to subsection (A) or (B) forfeits the bond described in Section 33-56-110 to the Secretary of State and is prohibited from serving as a professional solicitor or fundraising counsel in this State for a minimum of five years from the date of the conviction. (D) A violation of this chapter involving a solicitation is considered to be committed at the place where the solicitation was either initiated or was received.
S.C. Code Ann. § 33-31-1604 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1604
SECTION 33-31-1604. Court-ordered inspection.
Status: in_force

(a) If a corporation does not allow a member who complies with Section 33-31-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the county where the corporation's principal office in this State, or, if none in this State, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with Section 33-31-1602(b) and (c) may apply to the circuit court in the county where the corporation's principal office in this State, or if none in this State, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it also shall order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
S.C. Code Ann. § 33-31-1105 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1105
SECTION 33-31-1105. Effect of merger.
Status: in_force

When a merger takes effect: (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment, subject to any and all conditions to which the property was subject before the merger; (3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; (4) a proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger; and (6) the memberships or shares of each nonprofit or business corporation party to the merger that are to be converted into memberships, obligations, shares or other securities of the surviving or any other corporation or into cash or the other property are converted and the former holders of the memberships or shares are entitled only to the rights provided in the articles of merger.
S.C. Code Ann. § 33-31-806 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-806
SECTION 33-31-806. Staggered terms for directors.
Status: in_force

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
S.C. Code Ann. § 33-13-220 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-220
SECTION 33-13-220. Dissenters' notice.
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Section 33-13-102 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Section 33-13-210(a). (b) The dissenters' notice must be delivered no later than ten days after the corporate action was taken and must: (1) state where the payment demand must be sent and where certificates for certificated shares must be deposited; (2) inform holders of uncertificated shares to what extent transfer of the shares is to be restricted after the payment demand is received; (3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he or, if he is a nominee asserting dissenters' rights on behalf of a beneficial shareholder, the beneficial shareholder acquired beneficial ownership of the shares before that date; (4) set a date by which the corporation must receive the payment demand, which may not be fewer than thirty nor more than sixty days after the date the subsection (a) notice is delivered and set a date by which certificates for certificated shares must be deposited, which may not be earlier than twenty days after the demand date; and (5) be accompanied by a copy of this chapter.
S.C. Code Ann. § 33-53-40 — SC Code / Title 33 / Chapter 53 / Section 33-53-40
SECTION 33-53-40. Suits brought by and against business trust; liability of shareholders and trustees.
Status: in_force

A business trust may sue or be sued in the name and style by which it conducts business without naming the individual shareholders therein, and the liability of such business trust shall extend to the whole of the trust estate, or so much thereof as may be necessary to discharge such liability, but the instrument creating such trust may provide that no personal liability will attach to the individual shareholders or trustees of the trust, and such provision shall operate to limit the liability of the individual shareholders and trustees as to the obligations of the trust itself, but provided in all cases the trustees shall be liable for breach of trust.
S.C. Code Ann. § 33-41-1220 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1220
SECTION 33-41-1220. Powers of General Assembly as to regulations, amendment or repeal of statute.
Status: in_force

The General Assembly of South Carolina has power to provide regulations regarding Chapter 41 of this title and to amend or repeal all or any part of Chapter 41 of Title 33 or its regulations at any time; and all domestic and foreign limited liability partnerships subject to Chapter 41 of this title are governed by the amendment or repeal.
S.C. Code Ann. § 33-18-160 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-160
SECTION 33-18-160. Court action to compel purchase.
Status: in_force

(a) If an offer to purchase shares made under Section 33-18-150 is rejected or, if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation's principal office (or, if none in this State, its registered office) is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive. (b) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in Section 33-18-420 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved. (c) After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification. (d) If the corporation or other purchaser does not make a payment required by the court's order within thirty days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so. (e) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.
S.C. Code Ann. § 33-44-905 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-905
SECTION 33-44-905. Articles of merger.
Status: in_force

(a) After approval of the plan of merger pursuant to Section 33-44-904(c), unless the merger is abandoned pursuant to Section 33-44-904(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. The articles must include: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its articles of organization were filed with the Secretary of State; (3) that a plan of merger is approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (5) the effective date of the merger; (6) if a limited liability company is the surviving entity, changes in its articles of organization necessary by reason of the merger; (7) if a party to a merger is a foreign entity, the jurisdiction and date of filing of its articles of incorporation, articles of organization, certificate of limited partnership, or other organizational document, if any, and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and (8) if the surviving entity is a foreign entity, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. (b) If a foreign entity is the surviving entity of a merger, it shall not do business in this State until an application for that authority is filed with the Secretary of State. (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge. (d) Articles of merger operate as an amendment to the limited liability company's articles of organization.
S.C. Code Ann. § 33-44-208 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-208
SECTION 33-44-208. Certificate of existence or authorization.
Status: in_force

(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must include: (1) the company's name; (2) that it is duly organized under the laws of this State, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified; (3) if payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this State have been paid; (4) that articles of termination have not been filed; and (5) other facts of record in the Office of the Secretary of State which may be requested by the applicant. (c) A certificate of authorization for a foreign limited liability company must include: (1) the company's name used in this State; (2) that it is authorized to transact business in this State; (3) if payment is reflected in the records of the Secretary of State and if nonpayment affects the authorization of the company, that all fees, taxes, and penalties owed to this State have been paid; (4) that a certificate of cancellation has not been filed; and (5) other facts of record in the Office of the Secretary of State which may be requested by the applicant. (d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this State.
S.C. Code Ann. § 33-18-210 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-210
SECTION 33-18-210. Elimination of board of directors.
Status: in_force

(a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. (b) An amendment to articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators. (c) While a corporation is operating without a board of directors as authorized by subsection (a): (1) all corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders; (2) unless the articles of incorporation provide otherwise, (i) action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders and (ii) action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action; (3) a shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action; (4) a requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders; (5) the shareholders by resolution may appoint shareholders to sign documents as "designated directors". (d) An amendment to articles of incorporation deleting the statement eliminating a board of directors 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 otherwise entitled to vote on amendments. The amendment also must specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under Section 33-8-101.
S.C. Code Ann. § 33-42-2140 — SC Code / Title 33 / Chapter 42 / Article 12 / Section 33-42-2140
SECTION 33-42-2140. Merger pursuant to other law.
Status: in_force

This article does not preclude a limited partnership from being merged pursuant to other law.
S.C. Code Ann. § 33-18-330 — SC Code / Title 33 / Chapter 18 / Article 4 / Section 33-18-330
SECTION 33-18-330. Shareholder option to dissolve corporation.
Status: in_force

(a) The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. Any shareholder exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under Sections 33-14-103 through 33-14-107. (b) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection (a) must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.
S.C. Code Ann. § 33-41-1320 — SC Code / Title 33 / Chapter 41 / Article 14 / Section 33-41-1320
SECTION 33-41-1320. Effect of merger; service of process; liability for partnership obligations.
Status: in_force

(a) When a merger takes effect: (1) the separate existence of each partnership or other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the partnerships and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each partnership or other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a partnership or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every partnership or other entity that is a party to the merger vest in the surviving entity. (b) Unless the surviving entity is a partnership, the Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the registered office. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected pursuant to this subsection at the earliest of: (1) the date the entity receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the entity; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (c) A partner of a merging partnership is liable for all obligations as a party to the merger for which the partner was personally liable before the merger. (d) Unless otherwise agreed, a merger of a partnership that is not the surviving entity in the merger does not require the partnership to wind up its business or pay its liabilities and distribute its assets pursuant to this chapter.
S.C. Code Ann. § 33-41-20 — SC Code / Title 33 / Chapter 41 / Article 1 / Section 33-41-20
SECTION 33-41-20. Definitions.
Status: in_force

As used in this chapter: (1) "Court" includes every court and judge having jurisdiction in the case; (2) "Business" includes every trade, occupation, or profession; (3) "Bankrupt" includes a bankrupt under the Federal Bankruptcy Act or an insolvent under any state insolvent act; (4) "Conveyance" includes every assignment, lease, mortgage, or encumbrance; (5) "Real property" includes land and any interest or estate in land; and (6) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this State, registered under Section 33-41-1110 and complying with Sections 33-41-1120 and 33-41-1130.
S.C. Code Ann. § 33-31-630 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-630
SECTION 33-31-630. Derivative suits.
Status: in_force

Derivative suits may be maintained on behalf of South Carolina corporations in federal and state court in accordance with the applicable rules of civil procedure. Subarticle E Delegates
S.C. Code Ann. § 33-14-105 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-105
SECTION 33-14-105. Effect of dissolution.
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for discharging its liabilities; (4) distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) A dissolved corporation shall wind up and liquidate its business and affairs as expeditiously as practicable. (c) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in Chapter 8; (4) change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) terminate the authority of the registered agent of the corporation.
S.C. Code Ann. § 33-49-430 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-430
SECTION 33-49-430. Quorum.
Status: in_force

Five percent of all members present in person shall constitute a quorum for the transaction of business at all meetings of the members unless the bylaws prescribe the presence of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting a majority of those present in person may adjourn the meeting from time to time without further notice. A vote cast by a member at an early voting site counts for purposes of determining the presence of a quorum at the meeting where the election is to be held. Voting by proxy for any purpose is prohibited. 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.A, in the first sentence, substituted "percent" for "per cent", and added the third and fourth sentences, allowing members casting early voting ballots to be counted for purposes of determining a quorum and prohibiting voting by proxy.
S.C. Code Ann. § 33-9-110 — SC Code / Title 33 / Chapter 9 / Section 33-9-110
SECTION 33-9-110. Effect of domestication.
Status: in_force

(a) A corporation that is domesticated pursuant to this chapter is for all purposes the same entity that existed before the domestication. (b) When a domestication is effective: (1) the title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) the debts, liabilities, and other obligations of the corporation remain the obligations of the corporation; (3) an action or proceeding pending against the corporation may be continued against the corporation as if the domestication had not occurred; (4) the articles of domestication are the articles of incorporation of the corporation; (5) the shares of the corporation issued and outstanding before the domestication are the shares issued and outstanding of the corporation; and (6) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the corporation. (c) The owner liability of a shareholder in a foreign corporation that is domesticated in this State: (1) is not discharged as to owner liability pursuant to the laws of the foreign jurisdiction to the extent the owner liability arose before the effective time of the articles of domestication; (2) does not attach pursuant to the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication; (3) is governed by provisions of the laws of the foreign jurisdiction as to the collection or discharge of owner liability preserved by item (1), as if the domestication had not occurred; and (4) is subject to the right of contribution from other shareholders as provided by the laws of the foreign jurisdiction with respect to owner liability preserved by item (1), as if the domestication had not occurred. (d) A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this State has owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication.
S.C. Code Ann. § 33-39-640 — SC Code / Title 33 / Chapter 39 / Article 7 / Section 33-39-640
SECTION 33-39-640. Liability for losses.
Status: in_force

Directors and officers shall not be responsible for losses unless the losses shall have been occasioned by the wilful misconduct of such directors and officers.
S.C. Code Ann. § 33-11-115 — SC Code / Title 33 / Chapter 11 / Section 33-11-115
SECTION 33-11-115. Conversion under other law.
Status: in_force

This chapter does not preclude an entity from being converted pursuant to other law.
S.C. Code Ann. § 33-31-403 — SC Code / Title 33 / Chapter 31 / Article 4 / Section 33-31-403
SECTION 33-31-403. Registered name of a foreign corporation.
Status: reserved

(a) A foreign corporation may register its corporate name, or its corporate name with any change required by Section 33-31-1506, if the name is 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 this State, or a name reserved or registered upon the records of the Secretary of State. (b) A foreign corporation registers its corporate name, or its corporate name with any change required by Section 33-31-1506, by delivering to the Secretary of State an application: (1) setting forth its corporate name, or its corporate name with any change required by Section 33-31-1506, the state or country and date of its incorporation, a statement that the foreign corporation is not, and has not done business in South Carolina, and a brief description of the nature of the activities in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation current within sixty days of delivery, duly authenticated by the official having custody of the corporation records in the state or country under whose law it is incorporated. (c) The name is registered for the applicant's exclusive use upon the effective date of the application. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b), between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
S.C. Code Ann. § 33-49-810 — SC Code / Title 33 / Chapter 49 / Article 9 / Section 33-49-810
SECTION 33-49-810. Amendment of articles of incorporation.
Status: in_force

A cooperative may amend its articles of incorporation by complying with the following requirements: (1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such special meeting. (2) Upon such approval by the members, articles of amendment shall 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. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state (a) the name of the cooperative, (b) the address of its principal office, (c) the date of the filing of its articles of incorporation in the office of the Secretary of State and (d) the amendment to its articles of incorporation. The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-31-1031 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1031
SECTION 33-31-1031. Amendment terminating members or redeeming or canceling memberships.
Status: in_force

(a) An amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this chapter. (b) Before adopting a resolution proposing the amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (c) After adopting a resolution proposing such an amendment, the notice to members proposing the amendment shall include one statement of up to five hundred words opposing the proposed amendment 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 the amendment 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. (d) Any such amendment must be approved by the members by two-thirds of the votes cast by each class. (e) The provisions of Section 33-31-621 do not apply to any amendment meeting the requirements of this chapter.
S.C. Code Ann. § 33-8-400 — SC Code / Title 33 / Chapter 8 / Article 4 / Section 33-8-400
SECTION 33-8-400. Required officers.
Status: in_force

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (d) The same individual may hold more than one office in a corporation simultaneously.
S.C. Code Ann. § 33-31-1520 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1520
SECTION 33-31-1520. Withdrawal of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this State; (4) a mailing address to which the Secretary of State may mail a copy of any process served on him under item (3); and (5) a commitment to notify the Secretary of State during the six years following the delivery of the certificate of withdrawal of any change in the mailing address. (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal.
S.C. Code Ann. § 33-45-140 — SC Code / Title 33 / Chapter 45 / Section 33-45-140
SECTION 33-45-140. Issuance of certificate of charter; recordation.
Status: in_force

Upon the payment to the treasurer or the secretary-treasurer of the association of at least twenty per cent of the aggregate amount of the capital subscribed payable in money and also upon the delivery of at least twenty per cent of the property subscribed to the aggregate amount of the capital stock or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve, the board of directors shall, over their own signatures, certify to the Secretary of State that all the requirements for the formation of the corporation have been complied with. Upon the filing of this return by the directors and the payment of the required fee for filing such return and upon the receipt of the charter fee as now provided by law the Secretary of State shall issue to the board of incorporators a certificate of charter authorizing the association to commence business under the name and for the purposes indicated in the written declaration. The certificate of charter granted by the Secretary of State shall be recorded in the office of the register of deeds or the clerk for the county in which such association shall have a business office. The board of incorporators shall turn over to the proper officers of the association all subscriptions, lists or other papers which they have taken as incorporators and all such papers shall be as valid as if taken and made by the corporation. 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. § 33-31-812 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-812
SECTION 33-31-812. Compensation of directors.
Status: in_force

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. Subarticle B Meetings and Action of the Board
S.C. Code Ann. § 33-36-1030 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1030
SECTION 33-36-1030. Certificate of election to dissolve; affidavit of compliance.
Status: in_force

(A) Upon meeting the requirements of Section 33-36-1020, a certificate of election to dissolve must be executed and acknowledged on behalf of the corporation by its chief officer, by whatever name designated by the bylaws, and attested under seal by the officer specified in its bylaws. (B) The certificate must state: (1) the name of the corporation; (2) the address of its principal office; (3) the names and addresses of its board members; and (4) the total number of members of the corporation, the number voting for dissolution, and the number voting against dissolution. (C) The corporate officer executing the certificate of election to dissolve also must make, as an attachment to the certificate, an affidavit stating compliance with the provisions of Section 33-36-1020.
S.C. Code Ann. § 33-31-830 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-830
SECTION 33-31-830. General standards for directors.
Status: in_force

(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 the director reasonably believes to be in the best interests of the corporation. (b) In discharging his or her 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 corporation who the director reasonably believes is 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; (3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or (4) in the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and who the director believes is reliable and competent in the matters presented. (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) A director is not liable to the corporation, a member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferror of the property. (f) An action against a director asserting the director's failure to act in compliance with this section and consequent liability must be commenced before the sooner of (i) three years after the failure complained of or (ii) two years after the harm complained of is, or reasonably should have been, discovered. This limitations period does not apply if the failure to act in compliance with this section has been fraudulently concealed.
S.C. Code Ann. § 33-19-700 — SC Code / Title 33 / Chapter 19 / Article 8 / Section 33-19-700
SECTION 33-19-700. Application to existing professional corporations.
Status: in_force

(a) Except as set forth in subsections (b), (c), (d), and (e), this chapter applies to a professional corporation formed under Act 784 of 1962 in existence on its effective date. (b) Section 33-19-109 does not apply to professional corporations formed prior to the effective date of this chapter unless and until its articles of association are amended. (c) Section 33-19-210 does not apply to any share certificates that are issued and outstanding prior to the effective date of this chapter. (d) Section 33-19-600 does not apply to any professional corporation in existence prior to the effective date of this chapter that was not on that date required to file its articles of association with a licensing authority. Any professional corporation qualifying for this exemption shall file its articles of association with the first annual report required to be filed pursuant to Section 33-19-610. (e) Within thirty days after the effective date of this chapter, the Secretary of State shall send to the president of each professional corporation at the association's address as shown in the association's most recent annual report on file in the office of the Secretary of State a written notice stating that: (1) the association is required to file with the Secretary of State on or before January 1, 1991, a copy of the association's articles of association and all amendments to the articles; (2) the articles of association may have to be amended on or before January 1, 1991, in order to comply with Chapter 19 of this title; (3) all future amendments and restatements of the association's articles of association must be filed with the Secretary of State and must comply with the requirements of this title; and (4) no amendment or restatement of the association's articles after the effective date of this chapter may be filed in the office of the clerks of court. (f) A professional corporation in existence on the effective date of this chapter is not in violation of this chapter for failure to file its articles of association with the Secretary of State as required by subsection (e) or to make any amendments to its articles of association required by this chapter or Chapters 1 through 17 of the South Carolina Business Corporation Act of 1988 until January 1, 1991. The failure of a professional corporation to file its articles of association and any necessary amendments to its articles of association by that date does not: (1) impair the validity of any contract or act of the professional corporation; (2) prevent the professional corporation from maintaining or defending any action, suit, or proceeding in any court in this State; or (3) result in any shareholder not being governed by Section 33-19-340 with respect to liability for professional services. (g) This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
S.C. Code Ann. § 33-37-70 — SC Code / Title 33 / Chapter 37 / Article 1 / Section 33-37-70
SECTION 33-37-70. Corporation, its subsidiary, and securities issued thereby exempt from taxes and fees.
Status: in_force

The corporation and its subsidiary corporation are not subject to taxes based upon or measured by income which are levied now or later by the State. The securities, evidences of indebtedness, and shares of the capital stock issued by the corporation and its subsidiary corporation, their transfer, income from them, and deposits of financial institutions invested in them are free at all times from taxation within the State. The corporation and its subsidiary corporation are not subject to a corporation license tax or fee imposed by Chapter 20, Title 12. Notwithstanding the above provisions, should the corporation or any of the corporation's subsidiaries apply for and receive a charter to operate as a bank, then the corporation or the subsidiary chartered as a bank is subject to all taxes or license fees applicable to banks. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "Chapter 20, Title 12" for "Chapter 20 of Title 12", and added the last sentence, relating to banks.
S.C. Code Ann. § 33-49-20 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-20
SECTION 33-49-20. Definitions.
Status: in_force

In this chapter, unless the context otherwise requires: (1) "Person" includes 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 shall include a husband and wife admitted to joint membership. (3) "Articles of incorporation" includes the articles of conversion of a converted corporation. (4) "Commission" means the South Carolina Public Service Commission. (5) "Corridor" means the area within 300 feet of an electric supplier's distribution lines as described in Act 432 of 1969. (6) "Broadband affiliate" is as defined in Section 58-9-3010(2). (7) "Broadband network" is as defined in Section 58-9-3010(4). (8) "Broadband service" is as defined in Section 58-9-3010(5). Corporations organized under this chapter and corporations which become subject to this chapter in the manner provided herein are hereinafter referred to as "cooperatives". Editor's Note 2020 Act No. 175, SECTION 6, provides as follows: "SECTION 6. This act does not convey or confer any implied or express grant of authority to an investor-owned electric utility to provide broadband facilities or broadband services as defined in this act and any legal rights which may or may not belong to investor-owned electric utilities to provide broadband facilities or broadband services at the time of the passage of this act are neither expanded nor contracted by its passage." Effect of Amendment 2020 Act No. 175, SECTION 2, inserted (6) to (8) and made nonsubstantive changes throughout.
S.C. Code Ann. § 33-42-640 — SC Code / Title 33 / Chapter 42 / Article 4 / Section 33-42-640
SECTION 33-42-640. Contributions by general partner.
Status: in_force

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
S.C. Code Ann. § 33-31-840 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-840
SECTION 33-31-840. Required officers.
Status: in_force

(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. (b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. (c) The same individual may simultaneously hold more than one office in a corporation.
S.C. Code Ann. § 33-8-230 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-230
SECTION 33-8-230. Waiver of notice.
Status: in_force

(a) A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. (b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
S.C. Code Ann. § 33-36-1350 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1350
SECTION 33-36-1350. Election of officers by the board.
Status: in_force

The board shall annually elect its officers, a chairperson, vice chairperson, and a secretary and treasurer. The latter two offices may be combined.
S.C. Code Ann. § 33-11-113 — SC Code / Title 33 / Chapter 11 / Section 33-11-113
SECTION 33-11-113. Conversion of corporation to partnership or limited partnership; contents and filing of agreement of conversion.
Status: in_force

(a) A corporation may be converted to a partnership or limited partnership pursuant to this section. (b) After adopting a plan of conversion, the board of directors shall submit the plan of conversion for approval by its shareholders. For a plan of conversion to be approved: (1) the corporation shall notify each shareholder of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice also must state that a purpose of the meeting is to consider a plan of conversion and must contain or be accompanied by a copy or summary of the plan; (2) unless Chapters 1 through 20 of this title or the articles of incorporation require a different vote, the plan of conversion must be approved by: (i) two-thirds of the votes entitled to be cast on the plan, regardless of the class or voting group to which the shares belong; and (ii) two-thirds of the votes entitled to be cast on the plan within each voting group entitled to vote as a separate group on the plan; (3) the articles of incorporation may require a lower or higher vote for approval than that specified in subitem (2), but the required vote must be at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote separately on the plan; (4) separate voting by voting groups is required to approve the plan of conversion if the plan contains a provision that would require action by one or more separate voting groups if the provision was included in a proposed amendment to the articles of incorporation pursuant to Section 33-10-104; and (5) a shareholder may dissent from the plan of conversion and obtain payment of the fair value of his shares as provided in Sections 33-13-101 through 33-13-310. (c) An agreement of conversion must include the terms and conditions of the conversion of the shares of shareholders of a corporation into interests in the converted partnership or limited partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the shares of the shareholders, or both. (d) After a conversion is approved pursuant to subsection (b), the corporation shall file with the Secretary of State articles of conversion or certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains: (1) a statement that the corporation was converted to a partnership or limited partnership from a corporation, as the case may be; (2) its former name; (3) a statement of the number of votes cast by the shareholders 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); (4) if voting by voting groups was required, the information in subitem (3) must be provided for each voting group entitled to vote separately on the plan of conversion; and (5) a statement that the articles of incorporation are to be cancelled as of the date the conversion takes effect. (e) The filing of articles of conversion or a certificate of limited partnership pursuant to subsection (d) cancels the articles of incorporation of the corporation as of the date the conversion takes effect. (f) A conversion takes effect when the articles of conversion or certificate of limited partnership is filed with the Secretary of State or at a later date specified in the articles of conversion or certificate of limited partnership. (g) A shareholder's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A shareholder who becomes a partner of a partnership or limited partnership as a result of a conversion remains liable only to the extent the shareholder was liable for an obligation incurred by the corporation before the conversion takes effect.
S.C. Code Ann. § 33-44-201 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-201
SECTION 33-44-201. Limited liability company as legal entity.
Status: in_force

Except as provided in Section 12-2-25 for single-member limited liability companies, a limited liability company is a legal entity distinct from its members.
S.C. Code Ann. § 33-46-340 — SC Code / Title 33 / Chapter 46 / Article 3 / Section 33-46-340
SECTION 33-46-340. Authority to mortgage or pledge of security of assets.
Status: in_force

A mortgage or pledge of or other security interest in all or any part of the assets of a telephone cooperative, whether or not in the usual and regular course of business, may be made by authority of the board of directors of the telephone cooperative without authorization of the members, unless the articles of incorporation or bylaws require otherwise.
S.C. Code Ann. § 33-7-400 — SC Code / Title 33 / Chapter 7 / Article 4 / Section 33-7-400
SECTION 33-7-400. Procedure in derivative proceedings.
Status: in_force

Derivative suits may be maintained on behalf of South Carolina corporations in federal and state court in accordance with the applicable rules of civil procedure.
S.C. Code Ann. § 33-31-1621 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1621
SECTION 33-31-1621. Report of indemnification to members.
Status: in_force

If a corporation indemnifies or advances expenses to a director under Section 33-31-851, 33-31-852, 33-31-853, or 33-31-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
S.C. Code Ann. § 33-49-100 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-100
SECTION 33-49-100. Fees.
Status: in_force

The Secretary of State shall charge and collect for: (1) Filing articles of incorporation, ten dollars; (2) Filing articles of amendment, three dollars; (3) Filing articles of consolidation or merger, five dollars; (4) Filing articles of conversion, three dollars; (5) Filing certificate of election to dissolve, three dollars; (6) Filing articles of dissolution, five dollars; and (7) Filing certificate of change of principal office, three dollars.
S.C. Code Ann. § 33-20-105 — SC Code / Title 33 / Chapter 20 / Section 33-20-105
SECTION 33-20-105. Saving provisions.
Status: repealed

(a) Except as provided in subsection (b), the repeal of a statute by Chapters 1 thru 20 of this title 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, including, without limitation, any right acquired pursuant to Sections 33-11-220 and 33-21-130 in Section 2 of Act 146 of 1981; (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. (b) If a penalty or punishment imposed for violation of a statute repealed by Chapters 1 thru 20 of this title is reduced by Chapters 1 thru 20 of this title, the penalty or punishment, if not already imposed, must be imposed in accordance with Chapters 1 thru 20 of this title.
S.C. Code Ann. § 33-41-310 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-310
SECTION 33-41-310. Partner's acts and agency; limitation of authority.
Status: in_force

(1) Every partner is an agent of the partnership for the purpose of its business and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom he is dealing has knowledge of the fact that he has no such authority. (2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. (3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to (a) assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership, (b) dispose of the good will of the business, (c) do any other act which would make it impossible to carry on the ordinary business of a partnership, (d) confess a judgment or (e) submit a partnership claim or liability to arbitration or reference. (4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
S.C. Code Ann. § 33-44-1201 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1201
SECTION 33-44-1201. Uniformity of application and construction.
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
S.C. Code Ann. § 33-8-310 — SC Code / Title 33 / Chapter 8 / Article 3 / Section 33-8-310
SECTION 33-8-310. Director or Officer conflict of interest.
Status: in_force

(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true: (1) the material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors, and the board of directors or a committee authorized, approved, or ratified the transaction; (2) the material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction; or (3) the transaction was fair to the corporation. If (1) or (2) has been accomplished, the burden of proving unfairness of any transaction covered by this section is on the party claiming unfairness. If neither (1) nor (2) has been accomplished, the party seeking to uphold the transaction has the burden of proving fairness. (b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if (1) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction or (2) another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of directors of the corporation. (c) For purposes of subsection (a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) if the transaction is otherwise authorized, approved, or ratified as provided in that subsection. (d) For purposes of subsection (a)(2), a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection. Shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b)(1), may not be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (a)(2). The vote of those shares, however, is counted in determining whether the transaction is approved under other sections of Chapters 1 through 20 of this Title. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.
S.C. Code Ann. § 33-49-410 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-410
SECTION 33-49-410. Membership.
Status: in_force

No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if he shall fail or refuse to use electric energy made available by the cooperative or if electric energy shall not be made available to such person by the cooperative within a specified time after such person shall have become a member thereof. Membership in the cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.
S.C. Code Ann. § 33-44-504 — SC Code / Title 33 / Chapter 44 / Article 5 / Section 33-44-504
SECTION 33-44-504. Rights of creditor.
Status: in_force

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances may require to give effect to the charging order. (b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed: (1) by the judgment debtor; (2) with property other than the company's property, by one or more of the other members; or (3) with the company's property, but only if permitted by the operating agreement. (d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company. (e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.
S.C. Code Ann. § 33-31-805 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-805
SECTION 33-31-805. Terms of directors generally.
Status: in_force

(a) The articles or bylaws may specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of a term specified in the articles or bylaws, the term of each director is one year. Directors may be elected for successive terms. (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) Except as provided in the articles or bylaws: (1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) the term of a director filling another vacancy expires at the end of the unexpired term that such director is filling. (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of directors.
S.C. Code Ann. § 33-38-410 — SC Code / Title 33 / Chapter 38 / Article 4 / Section 33-38-410
SECTION 33-38-410. Powers and duties of benefit director.
Status: in_force

(A) The board of directors of a benefit corporation shall designate one director who is an independent person to be the benefit director. The benefit director, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, shall have the powers, duties, rights, and immunities provided in this section. The benefit director shall be elected, and may be removed, in the manner provided in Article 1, Chapter 8, Title 33. (B) The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section. (C)(1) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by Section 33-38-500, the opinion of the benefit director concerning the following matters: (a) whether the benefit corporation acted in accordance with its general and any specific public benefit purpose in all material respects during the period covered by the report; (b) whether the benefit corporation conferred a general public benefit and any specific public benefit during the period covered by the report; and (c) whether the directors complied with Section 33-38-400. (2) If the benefit director finds a failure under item (a), (b), or (c) of this subsection, the benefit director shall include in the annual benefit report a description, to the extent relevant, of the ways in which the benefit corporation or its directors failed to act or comply. (D) If a benefit corporation dispenses with a board of directors as provided by law, the articles of incorporation of the benefit corporation must provide that a person who exercises one or more of the powers, duties, rights, or obligations of a benefit director under this subsection shall have the powers, duties, rights, and obligations of a benefit director or may share the powers, duties, rights, and obligations of a benefit director with one or more other persons. A person who has the powers, duties, rights, and obligations of a benefit director pursuant to this subsection: (1) does not need to be independent of the benefit corporation; (2) shall have the immunities of a benefit director; and (3) shall not be subject to the procedures for election or removal of directors pursuant to Article 1, Chapter 8, Title 33 unless the bylaws make those procedures applicable. (E) The benefit director of a professional corporation does not need to be independent. (F) Regardless of whether the articles of incorporation or the bylaws of a benefit corporation include a provision limiting or eliminating the personal liability of directors, a benefit director is not personally liable for monetary damages for any act or omission taken in that capacity unless the act or omission constitutes a transaction from which the director derived an improper personal benefit, wilful misconduct, or a knowing violation of law.
S.C. Code Ann. § 33-44-1002 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1002
SECTION 33-44-1002. Application for certificate of authority.
Status: in_force

(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign company or, if its name is unavailable for use in this State, a name that satisfies the requirements of Section 33-44-1005; (2) the name of the State or country under whose law it is organized; (3) the street address of its principal office; (4) the address of its initial designated office in this State; (5) the name and street address of its initial agent for service of process in this State; (6) whether the duration of the company is for a specified term and, if so, the period specified; (7) whether the company is manager-managed, and, if so, the name and address of each initial manager; and (8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c). (b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in the State or country under whose law it is organized. (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Applying for a certificate of authority is not an admission of tax liability.
S.C. Code Ann. § 33-44-107 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-107
SECTION 33-44-107. Registered name.
Status: in_force

(a) A foreign limited liability company may register its name subject to the requirements of Section 33-44-1005, if the name is distinguishable upon the records of the Secretary of State from names that are not available under Section 33-44-105(b). (b) A foreign limited liability company registers its name, or its name with any addition required by Section 33-44-1005, by delivering to the Secretary of State for filing an application: (1) setting forth its name, or its name with any addition required by Section 33-44-1005, the State or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a record of similar import, from the State or country of organization. (c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the Secretary of State a renewal application complying with subsection (b) between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year. (d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this State. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name.
S.C. Code Ann. § 33-15-105 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-105
SECTION 33-15-105. Effect of certificate of authority.
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the right of the State to revoke the certificate as provided in Chapters 1 thru 20 of this title. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by Chapters 1 thru 20 of this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. (d) By obtaining a certificate of authority, the foreign corporation 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. Obtaining a certificate of authority is not an admission of tax liability.
S.C. Code Ann. § 33-31-704 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-704
SECTION 33-31-704. Action by written consent.
Status: in_force

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under Section 33-31-703 or 33-31-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (d) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective ten days after the written notice is given.
S.C. Code Ann. § 33-41-1060 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1060
SECTION 33-41-1060. Settlement of accounts between partners; rules for distribution.
Status: in_force

In settling accounts between the partners after dissolution the following rules must be observed, subject to any agreement to the contrary: (1) the assets of the partnership are: (a) the partnership property and (b) the contributions of the partners specified in item (4); (2) the liabilities of the partnership shall rank in order of payment, as follows: (a) those owing to creditors other than partners, (b) those owing to partners other than for capital and profits, (c) those owing to partners in respect of capital, and (d) those owing to partners in respect of profits; (3) the assets must be applied in the order of their declaration in item (1) to the satisfaction of the liabilities; (4) except as provided in Section 33-41-370(B): (a) the partners shall contribute, as provided by Section 33-41-510, the amount necessary to satisfy the liabilities; and (b) if any, but not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities; (5) an assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in item (4); (6) any partner or his legal representative shall have the right to enforce the contributions specified in item (4) to the extent of the amount which he has paid in excess of his share of the liability; (7) the individual property of a deceased partner must be liable for the contributions specified in item (4); (8) when partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as provided by law; and (9) when a partner has become bankrupt or his estate is insolvent the claims against his separate property must rank in the following order: (a) those owing to separate creditors, (b) those owing to partnership creditors, and (c) those owing to partners by way of contribution.
S.C. Code Ann. § 33-19-610 — SC Code / Title 33 / Chapter 19 / Article 7 / Section 33-19-610
SECTION 33-19-610. Rulemaking by licensing authority.
Status: in_force

Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
S.C. Code Ann. § 33-8-530 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-530
SECTION 33-8-530. Advance for expenses.
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 33-8-510; (2) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter. (b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section must be made in the manner specified in Section 33-8-550.
S.C. Code Ann. § 33-44-501 — SC Code / Title 33 / Chapter 44 / Article 5 / Section 33-44-501
SECTION 33-44-501. Member's distributional interest.
Status: in_force

(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to Sections 33-44-502 and 33-44-503, may be transferred in whole or in part. (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to Section 33-44-503, may also provide for the transfer of any interest represented by the certificate.
S.C. Code Ann. § 33-8-110 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-110
SECTION 33-8-110. Vacancy on board.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may fill the vacancy. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 33-8-108(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (d) If, by reason of death, resignation, or other cause, a corporation has no directors in office, then any officer or any shareholder or an executor, administrator, trustee, or guardian of a shareholder or other fiduciary entrusted with like responsibility for the person or estate of a shareholder may call for a special meeting of shareholders to elect directors or may apply to the court for an order requiring election of directors.
S.C. Code Ann. § 33-42-2130 — SC Code / Title 33 / Chapter 42 / Article 12 / Section 33-42-2130
SECTION 33-42-2130. Effect of merger; service of process; liability for partnership obligations.
Status: in_force

(a) When a merger takes effect: (1) the separate existence of each limited partnership or other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited partnerships and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited partnership or other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited partnership or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited partnership or other entity that is a party to the merger vest in the surviving entity. (b) Unless the surviving entity is a partnership, the Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the registered office. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected pursuant to this subsection at the earliest of: (1) the date the entity receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the entity; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (c) A partner of a merging limited partnership is liable for all obligations as a party to the merger for which the partner was personally liable before the merger. (d) Unless otherwise agreed, a merger of a limited partnership that is not the surviving entity in the merger does not require the limited partnership to wind up its business or pay its liabilities and distribute its assets pursuant to this chapter.
S.C. Code Ann. § 33-31-1532 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1532
SECTION 33-31-1532. Appeal from revocation.
Status: in_force

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Richland County Court of Common Pleas within thirty days after the service of the certificate of revocation was received. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-31-611 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-611
SECTION 33-31-611. Transfers.
Status: in_force

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom. (c) Where transfer rights have been provided, no restriction on them is binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
S.C. Code Ann. § 33-6-230 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-230
SECTION 33-6-230. Share dividends.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approves the issue, or (3) there are no outstanding shares of the class or series to be issued. (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
S.C. Code Ann. § 33-36-430 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-430
SECTION 33-36-430. Quorum.
Status: in_force

A quorum must be provided in the bylaws, except that the number required by the bylaws may not be less than the number of the governing board who conduct the business of the corporation between meetings of the membership.
S.C. Code Ann. § 33-44-1103 — SC Code / Title 33 / Chapter 44 / Article 11 / Section 33-44-1103
SECTION 33-44-1103. Pleading.
Status: in_force

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.
S.C. Code Ann. § 33-56-60 — SC Code / Title 33 / Chapter 56 / Section 33-56-60
SECTION 33-56-60. Report of financial activities; filing requirements; contents; filing IRS Form 990, 990-EZ, or 990-PF as an alternative; exemption; penalty for failure to file.
Status: in_force

(A) A charitable organization that has filed a registration statement with the Secretary of State pursuant to Section 33-56-30, or that is soliciting contributions in this State, whether individually or collectively with other organizations, shall file in the office of the Secretary of State an annual report of its financial activities, on forms prescribed by the Secretary of State or on Internal Revenue Service Form 990, 990-EZ, or 990-PF, certified to be true by the organization's chief executive officer and chief financial officer. The report must cover the preceding fiscal year and must be filed within four and one-half months of the close of the organization's fiscal year unless a written extension has been granted by the Secretary of State. To receive an extension, the organization must file with the Secretary of State a written request for an extension or a copy of the extension request submitted to the Internal Revenue Service. (B) The annual financial report must include: (1) specific and itemized support and revenue statements disclosing direct public support from solicitation, indirect public support, government grants, program service revenue, and other revenue. The report must disclose the amount of direct public support received from direct mail solicitation, telephone solicitation, commercial co-venturers, door-to-door solicitations, telethons, and all other itemized sources; (2) specific and itemized expense statements disclosing program services, public information expenditures, fundraising costs, payments to affiliates, management costs, and salaries paid; and (3) balance sheet disclosures containing total assets and liabilities. (C) If a charitable organization is required or elects to file a completed Internal Revenue Service Form 990, 990-EZ, or 990-PF, the organization may file the form with the Secretary of State instead of the report required by subsection (A); however, the form may exclude the information which the Internal Revenue Service would not release pursuant to a Freedom of Information request. (D) A charitable organization determined by the Secretary of State to be exempt from registration pursuant to Section 33-56-50 is not required to file an annual financial report. (E) An organization which fails to file a timely annual financial report required by this section may be enjoined from further solicitation of funds in this State in an action brought by the Secretary of State and is ineligible to renew its registration as a charitable organization until the required financial statements are filed with the Secretary of State. An organization which fails to file a timely annual financial report required by this section may be assessed by the Secretary of State administrative fines of ten dollars for each day of noncompliance for each delinquent report not to exceed two thousand dollars for each separate violation. Effect of Amendment 2014 Act No. 135, SECTION 2, in the first sentence of subsection (A), substituted "that has filed a registration statement with the Secretary of State pursuant to Section 33-56-30, or that is soliciting contributions in this State, whether individually or collectively with other organizations" for "soliciting funds in this State, whether individually or collectively with other organizations, and not exempt pursuant to Section 33-56-50"; in the last sentence of subsection (A), added "written request for an extension or a"; added subsection (D), relating to an exemption; and made other nonsubstantive changes.
S.C. Code Ann. § 33-31-1531 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1531
SECTION 33-31-1531. Procedure and effect of revocation.
Status: in_force

(a) Upon determining that one or more grounds exist under Section 33-31-1530(a) to revoke a certificate of authority of a foreign nonprofit corporation, the Secretary of State may serve the foreign corporation with written notice of that determination pursuant to Section 33-31-1510. 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 for revocation determined by the Secretary of State does not exist within sixty days after service of the notice is perfected under Section 33-31-1510, the Secretary of State shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under Section 33-31-1510 and, in the case of a public benefit corporation, shall notify the Attorney General in writing. (b) If the court of Common Pleas of Richland County determines that one or more grounds for revoking the foreign nonprofit's authority to transact business as described in Section 33-31-1530(b) exists, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it without charging any fee. Before revoking the foreign nonprofit corporation's authority to transact business in this State, the court shall consider whether: (1) there are reasonable alternatives to revoking the authority; (2) revoking the authority is in the public interest, if the corporation is a public benefit corporation; and, (3) revoking the authority is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. The court of common pleas of Richland County may order any other form of relief which it deems proper in the circumstances. (c) 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. (d) The Secretary of State's or Richland County Court of Common Pleas revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that 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 notice of change of principal office or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority. (e) 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. § 33-7-270 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-270
SECTION 33-7-270. Greater quorum or voting requirements.
Status: in_force

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by Chapters 1 through 20 of this Title. (b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. (c) A corporation in existence on the effective date of Chapters 1 through 20 of this Title that has authorized a greater quorum or voting right for shareholders (or voting groups of shareholders) than is provided in Chapters 1 through 20 of this Title solely in its bylaws shall amend its articles of incorporation to meet the requirements of subsection (a) by January 1, 1991, in order for these shareholder voting rights to remain effective beyond that date.
S.C. Code Ann. § 33-8-430 — SC Code / Title 33 / Chapter 8 / Article 4 / Section 33-8-430
SECTION 33-8-430. Resignation and removal of officers.
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. (b) A board of directors may remove any officer, except an officer elected by the shareholders pursuant to the articles of incorporation, the bylaws, or a shareholder agreement, at any time with or without cause. An officer elected by the shareholders pursuant to the articles of incorporation, the bylaws, or a shareholder agreement may be removed only by the shareholders entitled to elect that officer.
S.C. Code Ann. § 33-41-520 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-520
SECTION 33-41-520. Partnership books.
Status: in_force

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership and every partner shall at all times have access to and may inspect and copy any of them.
S.C. Code Ann. § 33-46-820 — SC Code / Title 33 / Chapter 46 / Article 8 / Section 33-46-820
SECTION 33-46-820. Vote of members on proposed articles of conversion.
Status: in_force

The proposition for the conversion of the corporation into a telephone cooperative and the proposed articles of conversion approved by the board of directors of such corporation must then be submitted to a vote of the members or shareholders, as the case may be, of such corporation at any 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 telephone cooperative and the proposed articles of conversion, with amendments thereto as the members or shareholders of such corporation shall choose to make, must be considered approved upon approval by the board of directors or the affirmative majority vote of those members of such corporation present and voting thereon at such meeting or, if such corporation is a stock corporation, upon the affirmative vote of the holders of a majority of the shares of such corporation represented at such meeting.
S.C. Code Ann. § 33-31-1007 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1007
SECTION 33-31-1007. Amendment pursuant to judicial reorganization.
Status: in_force

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Section 33-31-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Section 33-31-202. (b) A corporation's articles may be amended in a proceeding brought by the Attorney General in the court of common pleas for Richland County to correct the statement in the articles of incorporation with regard to whether the corporation is a public benefit or mutual benefit corporation or, subject to the provisions of Section 33-31-180, a religious corporation. (c) Any individual designated by the court shall deliver to the Secretary of State articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the articles of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute. (d) Subsection (a) does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
S.C. Code Ann. § 33-42-1660 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1660
SECTION 33-42-1660. Cancellation of registration.
Status: in_force

A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.
S.C. Code Ann. § 33-1-260 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-260
SECTION 33-1-260. Appeal from Secretary of State's refusal to file document.
Status: in_force

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the Circuit Court of Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-38-140 — SC Code / Title 33 / Chapter 38 / Article 1 / Section 33-38-140
SECTION 33-38-140. No entitlement to property tax exemptions.
Status: in_force

A benefit corporation is not entitled to claim an exemption from any property tax imposed by law.
S.C. Code Ann. § 33-31-820 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-820
SECTION 33-31-820. Regular and special meetings.
Status: in_force

(a) If the date, time, and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this State. (c) Unless the articles or bylaws provide otherwise, a board 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 hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
S.C. Code Ann. § 33-8-540 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-540
SECTION 33-8-540. Court-ordered indemnification.
Status: in_force

Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines: (1) the director is entitled to mandatory indemnification under Section 33-8-520, in which case the court also shall order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in Section 33-8-510 or was adjudged liable as described in Section 33-8-510(d), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.
S.C. Code Ann. § 33-14-310 — SC Code / Title 33 / Chapter 14 / Article 3 / Section 33-14-310
SECTION 33-14-310. Procedure for judicial dissolution.
Status: in_force

(a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office (or, if none in this State, its registered office) is or was last located. (b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (d) In any action filed by a shareholder to dissolve the corporation on the grounds enumerated in Section 33-14-300, the court may make such order or grant such relief, other than dissolution, as in its discretion is appropriate, including, without limitation, an order: (1) canceling or altering any provision contained in the articles of incorporation, or any amendment to the articles, or in the bylaws of the corporation; (2) canceling, altering, or enjoining any act or resolution of the corporation; (3) directing or prohibiting any act of the corporation or of shareholders, directors, officers, or other persons party to the action; or (4) providing for the purchase at their fair value of shares of any shareholder, either by the corporation or by other shareholders. (e) The relief authorized in subsection (d) may be granted as an alternative to a decree of dissolution or may be granted whenever the circumstances of the case are such that the relief, but not dissolution, is appropriate.
S.C. Code Ann. § 33-36-300 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-300
SECTION 33-36-300. Amendment of bylaws; emergency bylaws.
Status: repealed

The original bylaws of a corporation not-for-profit must be adopted by its incorporators. After that, bylaws must be adopted, amended, or repealed by the members, except that the corporation's governing body may enact emergency bylaws in the same manner as provided for nonprofit corporations in Section 33-31-207. The governing board also may adopt changes to the bylaws by a two-thirds vote when necessary to conform with state or federal laws governing the operation of the corporation or the services provided by the corporation. This power to amend the bylaws by the board may not be used to conform to permissive powers granted in state or federal legislation or to undertake services not already provided by the corporation.
S.C. Code Ann. § 33-46-470 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-470
SECTION 33-46-470. Members and their property exempt from liability for cooperative's debts.
Status: in_force

The private property of the members of a telephone cooperative is exempt from execution for the debts of the telephone cooperative, and no member is liable or responsible for any debts of the telephone cooperative.
S.C. Code Ann. § 33-41-1000 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1000
SECTION 33-41-1000. Liability under SECTION 33-41-380 not affected.
Status: in_force

Nothing in SECTIONS 33-41-970 to 33-41-990 shall affect the liability under SECTION 33-41-380 of any person who after dissolution represents himself or consents to another representing him as partner in a partnership engaged in carrying on business.
S.C. Code Ann. § 33-31-128 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-128
SECTION 33-31-128. Certificate of existence.
Status: in_force

(a) A person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or certificate of authorization for a foreign corporation. (b) The certificate of existence or authorization sets forth: (1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State; (2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this State; (3) that all fees, taxes, and penalties owed to the Secretary of State have been paid; (4) that the Secretary of State has not mailed notice to the corporation pursuant to either Section 33-31-1421 or 33-31-1531 that the corporation is subject to being dissolved or its authority revoked; (5) that articles of dissolution have not been filed; and (6) other facts of record in the office of the Secretary of State that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.
S.C. Code Ann. § 33-44-701 — SC Code / Title 33 / Chapter 44 / Article 7 / Section 33-44-701
SECTION 33-44-701. Company purchase of distributional interest.
Status: in_force

(a) A limited liability company shall purchase a distributional interest of a: (1) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under Section 33-44-801; or (2) member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under Section 33-44-801. (b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than thirty days after the date determined under subsection (a). The purchase offer must be accompanied by: (1) a statement of the company's assets and liabilities as of the date determined under subsection (a); (2) the latest available balance sheet and income statement, if any; and (3) an explanation of how the estimated amount of the payment was calculated. (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved pursuant to Section 33-44-801(4)(d). (d) If an agreement to purchase the distributional interest is not made within one hundred twenty days after the date determined under subsection (a), the dissociated member, within another one hundred twenty days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive. (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in Section 33-44-702 together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest. (f) Damages for wrongful dissociation under Section 33-44-602(b), and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.
S.C. Code Ann. § 33-31-804 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-804
SECTION 33-31-804. Election, designation, and appointment of directors.
Status: in_force

(a) If the corporation has members entitled to vote for directors, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. (b) If the corporation does not have members entitled to vote for directors, all the directors, except the initial directors, must be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, must be elected by the board.
S.C. Code Ann. § 33-42-1230 — SC Code / Title 33 / Chapter 42 / Article 7 / Section 33-42-1230
SECTION 33-42-1230. Rights of creditor.
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
S.C. Code Ann. § 33-14-420 — SC Code / Title 33 / Chapter 14 / Article 4 / Section 33-14-420
SECTION 33-14-420. Claims against former shareholder of dissolved corporation.
Status: in_force

Notwithstanding another provision of this title, a claimant may not commence a suit or other proceeding against a former shareholder of a dissolved corporation for any known or unknown claim arising from the liabilities of the corporation, acts or omissions of the corporation, or acts committed in its name if the corporation filed its articles of dissolution with the Secretary of State before January 1, 1989, or was otherwise judicially or administratively dissolved before January 1, 1989. Further, a claimant may not satisfy a judgment rendered against a dissolved corporation by proceeding against or joining an individual shareholder if the corporation filed its articles of dissolution with the Secretary of State before January 1, 1989, or was otherwise judicially or administratively dissolved before January 1, 1989. Editor's Note 2005 Act No. 145, SECTION 41.B, provides as follows: "This section takes effect upon approval by the Governor, and applies to corporations dissolved before, on, or after the effective date of this section."
S.C. Code Ann. § 33-44-805 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-805
SECTION 33-44-805. Articles of termination.
Status: in_force

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has been wound up and the legal existence of the company has been terminated. (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.
S.C. Code Ann. § 33-15-110 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-110
SECTION 33-15-110. Service on foreign corporation.
Status: in_force

Service of process on foreign corporations must be in accord with the applicable provision of Title 15.
S.C. Code Ann. § 33-49-670 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-670
SECTION 33-49-670. Officers and employees.
Status: in_force

The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents or employees as it shall deem necessary or advisable and shall prescribe the powers and duties thereof. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.
S.C. Code Ann. § 33-45-150 — SC Code / Title 33 / Chapter 45 / Section 33-45-150
SECTION 33-45-150. Powers of association.
Status: in_force

Each association created under this chapter may conduct any agricultural, dairy, mercantile, manufacturing or mechanical business on the cooperative plan and may buy, sell and deal in the products of any other cooperative company organized under the provisions of this chapter.
S.C. Code Ann. § 33-45-40 — SC Code / Title 33 / Chapter 45 / Section 33-45-40
SECTION 33-45-40. Filing of petition with Secretary of State.
Status: in_force

They shall file with the Secretary of State a written petition, signed by themselves, setting forth: (1) The names and residences of the petitioners; (2) The name of the proposed corporation, which shall include the word "cooperative"; (3) The place at which it proposes to have its principal place of business; (4) The general nature of the business which it proposes to engage in; (5) The amount of capital stock of the association and how and when payable; (6) The number of shares into which the capital stock is to be divided and the par value of each share; and (7) All other matters which it may be desirable to set forth.
S.C. Code Ann. § 33-45-120 — SC Code / Title 33 / Chapter 45 / Section 33-45-120
SECTION 33-45-120. Officers.
Status: in_force

The officers of every such association shall be a president, a secretary and a treasurer or a secretary-treasurer combined, who shall be elected annually by the directors. Each of said officers must be a director of the association. The treasurer or secretary-treasurer shall give such bond as the board of directors may require.
S.C. Code Ann. § 33-31-129 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-129
SECTION 33-31-129. Penalty for signing false document.
Status: in_force

(a) A person commits an offense if he signs a document he knows is false in any material respect, including an omission of a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading, with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars. (c) A person who violates subsection (a) is liable to any person who is damaged by the violation.
S.C. Code Ann. § 33-53-20 — SC Code / Title 33 / Chapter 53 / Section 33-53-20
SECTION 33-53-20. Name in which real estate may be acquired, conveyed and mortgaged.
Status: in_force

Real estate may be acquired, conveyed and mortgaged by the trustees in the name given to or used by the business trust.
S.C. Code Ann. § 33-20-101 — SC Code / Title 33 / Chapter 20 / Section 33-20-101
SECTION 33-20-101. Application to existing domestic corporations.
Status: reserved

This title applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this State providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
S.C. Code Ann. § 33-6-400 — SC Code / Title 33 / Chapter 6 / Article 4 / Section 33-6-400
SECTION 33-6-400. Distributions to shareholders.
Status: in_force

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) the corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (e) The effect of a distribution under subsection (c) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; (3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization or (ii) the date the payment is made if it occurs more than one hundred twenty days after the date of authorization. (f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
S.C. Code Ann. § 33-6-103 — SC Code / Title 33 / Chapter 6 / Article 1 / Section 33-6-103
SECTION 33-6-103. Issued and outstanding shares.
Status: in_force

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section 33-6-400. (c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
S.C. Code Ann. § 33-42-2020 — SC Code / Title 33 / Chapter 42 / Article 11 / Section 33-42-2020
SECTION 33-42-2020. Rules for cases not provided for in this chapter.
Status: in_force

In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.
S.C. Code Ann. § 33-31-170 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-170
SECTION 33-31-170. Attorney General.
Status: in_force

(a) The Attorney General must be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person. (b) Whenever a provision of this chapter requires that notice be given to the Attorney General before or after commencing a proceeding or permits the Attorney General to commence a proceeding: (1) if no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief; (2) if a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding.
S.C. Code Ann. § 33-47-20 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-20
SECTION 33-47-20. Definitions.
Status: in_force

As used in this chapter: (1) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any other farm products; (2) The term "member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock; and (3) The term "association" means any corporation organized under this chapter. Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers.
S.C. Code Ann. § 33-46-320 — SC Code / Title 33 / Chapter 46 / Article 3 / Section 33-46-320
SECTION 33-46-320. Bylaws; adoption, amendment, or repeal; contents.
Status: repealed

The original bylaws of a telephone cooperative must be adopted by its board of directors. Thereafter, bylaws must be adopted, amended, or repealed in accordance with the provisions of the bylaws. The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the telephone cooperative not inconsistent with this chapter or with its articles of incorporation.
S.C. Code Ann. § 33-36-610 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-610
SECTION 33-36-610. Governing board; powers; membership.
Status: in_force

(A) The business and affairs of the corporation must be managed by a board of not less than three persons, each of whom must be a member of the corporation or an agent of a corporation which is a member. If a husband and wife hold a joint membership in a corporation not-for-profit one, but not both, may be elected to the board. (B) The board may exercise all the powers of a corporation not-for-profit except those powers conferred upon the members by this chapter, its articles of incorporation, or bylaws. (C) The bylaws must prescribe the number of board members, their qualifications other than those provided for in this chapter, the manner of holding meetings of the board, and the filling of vacancies on the board. The bylaws also may provide for the removal of a board member from office and for the election of his successors.
S.C. Code Ann. § 33-31-610 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-610
SECTION 33-31-610. Differences in rights and obligations of members.
Status: in_force

All members have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
S.C. Code Ann. § 33-45-180 — SC Code / Title 33 / Chapter 45 / Section 33-45-180
SECTION 33-45-180. Apportionment of earnings.
Status: in_force

The directors of each association organized under this chapter, subject to revisions by the association at any general or duly called special meeting, shall apportion the earnings of the business in the following manner: (1) They shall declare and pay dividends on the paid-up capital stock not exceeding six per cent per annum, such dividends to be paid at such time as the bylaws shall prescribe; (2) They shall set aside annually not less than ten per cent of the net profits of the association for a reserve fund until there is accumulated in said reserve fund an amount not less than thirty per cent of the paid-up capital stock; (3) They shall appropriate five per cent of the net profits for an educational fund to be used in teaching cooperation; and (4) The remainder of such net profits shall be applied as a uniform dividend, as follows (a) one half of such uniform dividend upon the amount of purchases of shareholders and upon the wages of employees and (b) one half of such uniform dividend to nonshareholders on the amount of their purchases from and through the association, which may be credited to the account of such nonshareholder on account of the capital stock of the association. But in productive associations, such as creameries, canneries, elevators, factories and the like, such dividends shall be on the raw material delivered instead of on goods purchased. In case the association is both a selling and a productive concern the dividend may be on both raw material delivered and on goods purchased by patrons.
S.C. Code Ann. § 33-44-209 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-209
SECTION 33-44-209. Liability for false statement in filed record.
Status: in_force

If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the statement to be false at the time the record was signed.
S.C. Code Ann. § 33-47-80 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-80
SECTION 33-47-80. Purposes for which associations may be formed.
Status: in_force

An association may be organized to engage in any activity in connection with: (1) The producing, marketing or selling of the agricultural products of its members; (2) The harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping or utilization thereof; (3) The manufacturing or marketing of the by-products thereof; (4) The manufacturing, selling or supplying to its members of machinery, equipment or supplies; (5) The financing of the above-enumerated activities; or (6) More than one of the activities specified herein.
S.C. Code Ann. § 33-18-200 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-200
SECTION 33-18-200. Shareholder agreements.
Status: in_force

(a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation. (b) An agreement authorized by this section is effective although: (1) it eliminates a board of directors; (2) it restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights; (3) its effect is to treat the corporation as a partnership; or (4) it creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners. (c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law and imposes that liability on each person in whom the board's discretion or power is vested to the extent that the discretion or powers of the board of directors are governed by the agreement. (d) A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by Section 33-18-210. (e) A provision entitling shareholders to dissolve the corporation under Section 33-18-330 is effective only if a statement of this right is contained in the articles of incorporation. (f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise. (g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made. (h) This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.
S.C. Code Ann. § 33-31-821 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-821
SECTION 33-31-821. Action without meeting.
Status: in_force

(a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
S.C. Code Ann. § 33-31-174 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-174
SECTION 33-31-174. Forfeiture of right to operate for refusing examination.
Status: in_force

A foreign nonprofit corporation operating in this State under certificate of authority granted under the laws of this State, or any officer or agent thereof, or any domestic nonprofit corporation which fails or refuses to permit the Attorney General or his authorized assistants or representatives to examine or take copies of any of its documents as provided in Sections 33-31-170 through 33-31-175, whether they be situated within or without this State, shall forfeit its right to operate in this State and its articles of incorporation or certificate of authority shall be canceled or forfeited.
S.C. Code Ann. § 33-31-1402 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1402
SECTION 33-31-1402. Dissolution by directors, members, and third persons.
Status: in_force

(a) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, dissolution is authorized if it is 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 has no members entitled to vote on dissolution, dissolution 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 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 dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) If the board seeks to have dissolution 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 dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (d) If the board seeks to have dissolution 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 of dissolution. (e) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (f) Before the Secretary of State may accept for filing articles of dissolution of an existing nonprofit organization executed by a person authorized by this section to take such action either in his own right under appropriate authority or on behalf of the board or other entity or group, the Secretary of State shall require this person to attach an affidavit to the filing when the person under oath subject to a penalty of perjury certifies that he holds the requisite authority to take such action. Effect of Amendment The 2010 amendment added subsection (f) relating to an affidavit of authority to file articles of dissolution.
S.C. Code Ann. § 33-42-810 — SC Code / Title 33 / Chapter 42 / Article 5 / Section 33-42-810
SECTION 33-42-810. Form of contribution.
Status: in_force

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
S.C. Code Ann. § 33-37-210 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-210
SECTION 33-37-210. Filing declaration of charter; contents.
Status: in_force

Twenty-five or more persons, a majority of whom shall be residents of this 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 State and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Those 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 South Carolina"; (2) the location of the principal office of the corporation; and (3) the purposes for which the corporation is founded, which must be to: (i) promote, stimulate, develop, and advance the business prosperity and economic welfare of the corporation's area of operations and its citizens; (ii) encourage and assist through loans, investments, or other business transactions, in the location of new business and industry in its area of operations, and to rehabilitate and assist existing business and industry; (iii) 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 its area of operations, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of its area of operations; (iv) cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in its area of operations; and (v) provide financing for the promotion, development, and conduct of all kinds of business activity in its area of operations. However, in no event shall the corporation or its subsidiaries use state or federal funds provided for use exclusively in South Carolina in any other state as long as the programs providing these funds exist in South Carolina. Effect of Amendment 2015 Act No. 60, SECTION 1, in the first paragraph, substituted "Those persons" for "Such persons"; in (1), (2) and (3), changed "The" to lower case; and in (3), added the roman number designators, inserted numerous references to areas of operations, and added the last sentence, related to the use of funds in other states.
S.C. Code Ann. § 33-41-1150 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1150
SECTION 33-41-1150. Foreign limited liability partnership; State law and jurisdiction; liability for rendering professional services in state on behalf of foreign limited liability partnership.
Status: in_force

(A) Subject to the Constitution of South Carolina and except as provided in subsection (B), the laws of the State or other jurisdiction under which a foreign limited liability partnership is organized shall govern the organization and internal affairs, the liability of partners for debts, obligations, and liabilities chargeable to the partnership, and the authority of partners of a foreign limited liability partnership transacting business in South Carolina. (B) A foreign limited liability partnership that has obtained a certificate of authority to transact business in South Carolina pursuant to Chapter 41 of Title 33 and its partners have no greater rights and privileges than a domestic limited liability partnership and its partners with respect to transactions and relationship with persons who are not members. The certificate of authority does not authorize the foreign limited liability partnership to exercise any powers or engage in any business in which a domestic limited liability partnership is forbidden to exercise or engage by the laws of this State. (C) An individual who renders professional services in this State on behalf of a foreign limited liability partnership is liable as set forth in Section 33-41-370(D).
S.C. Code Ann. § 33-31-123 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-123
SECTION 33-31-123. Effective date of document.
Status: in_force

(a) Except as provided in subsection (b), a document is effective: (1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.
S.C. Code Ann. § 33-10-103 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-103
SECTION 33-10-103. Amendment by board of directors and shareholders.
Status: in_force

(a) A corporation's board of directors may propose amendments to the articles of incorporation for submission to the shareholders. (b) For an amendment proposed by the board of directors to be adopted: (1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis of its determination to the shareholders with the amendment; and (2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (f). (c) The board of directors may condition on any basis its submission of an amendment that it proposes. (d) In the case of a corporation which is not a public corporation, if the holders of at least ten percent of any class of voting shares of the corporation propose amendments to the articles of incorporation, the board of directors shall submit the proposed amendments to the shareholders at the next possible special or annual meeting. (e) The corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting in accordance with Section 33-7-105. The notice of meeting must state also that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (f) Unless Chapters 1 thru 20 of this title or the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote than that specified by this subsection or the articles of incorporation, to be adopted the amendment must be approved by: (1) two-thirds of the votes entitled to be cast on the amendment, regardless of the class or voting group to which the shares belong, and (2) two-thirds of the votes entitled to be cast on the amendment within each voting group entitled to vote as a separate voting group on the amendment. (g) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (f), but the required vote must be at least (1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights, and (2) the votes required by Sections 33-7-250 and 33-7-260 by every other voting group entitled to vote on the amendment.