S.C. Code Ann. § 33-31-1530 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1530
SECTION 33-31-1530. Grounds for revoking a foreign corporation's authority to transact business in this State.
Status: in_force

(a) The Secretary of State may commence a proceeding under Section 33-31-1531(a) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if: (1) the foreign corporation does not deliver a notice of change of principal office when due; (2) the foreign corporation is without a registered agent or registered office in this State; (3) the foreign corporation does not inform the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (4) the corporation's period of duration, if any, stated in its articles of incorporation expires; (5) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger; or, (6) that the corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code. (b) The Richland County Court of Common Pleas under Section 33-31-1531(b) may revoke the certificate of authority of a foreign corporation authorized to transact business in this State in a proceeding by the Attorney General if it is established that: (1) the corporation obtained its articles of incorporation through fraud; (2) the corporation has continued to exceed or abuse the authority conferred upon it by law; (3) the corporation is a public benefit corporation and the assets are being misapplied or wasted; (4) the corporation is a public benefit corporation and it is no longer able to carry out its purposes; (5) the corporation has improperly solicited money or has fraudulently used the money solicited; or, (6) the corporation has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner. The enumeration of the grounds in items (1) through (6) revoking the authority shall not exclude actions or special proceedings by the Attorney General or other state official for revoking the authority of a foreign nonprofit corporation for other causes as provided in this chapter or in any other statute of this State.
S.C. Code Ann. § 33-15-102 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-102
SECTION 33-15-102. Consequences of transacting business without authority.
Status: in_force

(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation is liable for a civil penalty of ten dollars for each day but not to exceed a total of one thousand dollars for each year it transacts business in this State without a certificate of authority. The Attorney General may collect all penalties due under this subsection. (e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State.
S.C. Code Ann. § 33-4-101 — SC Code / Title 33 / Chapter 4 / Section 33-4-101
SECTION 33-4-101. Corporate name.
Status: reserved

(a) Except as otherwise authorized by either subsection (f) or (g), a corporate name: (1) must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-3-101 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from: (1) the corporate name of a corporation incorporated or authorized to transact business in this State; (2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable; (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State; (5) the name of a limited partnership authorized to transact business in this State. (c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. (d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) Chapters 1 through 20 of this title does not control the use of fictitious names. (f) The following corporations are exempt from subsection (a)(1): (1) a bank, building and loan association, savings and loan association, insurance company, public utility, and railroad; (2) a corporation which was organized before January 1, 1964, and whose charter or articles of incorporation on the effective date of this Business Corporation Act of 1988 specified a corporate name that would not meet the requirements of subsection (a) of this section, may continue to use that name as its official name; (3) nonprofit corporation; and (4) a professional corporation governed by Chapter 19 of this title, but the name of the professional corporation must comply with Section 33-19-150. (g) Any corporation incorporated in South Carolina which, prior to the effective date of Chapters 1 through 20 of this Title, filed a renewable certificate with the Secretary of State adopting an "assumed name" pursuant to the provisions of Section 33-5-35 in Section 2 of Act 146 of 1981, and which filed assumed name would not meet the requirements of subsection (a) of this section, may continue to use the name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of subsections (a) and (b) of this section. If necessary to meet the requirements of subsections (a) and (b), the corporation must amend its articles of incorporation prior to December 31, 1994. If any corporation incorporated in South Carolina prior to the effective date of Chapters 1 through 20 of this Title adopted an assumed name which complies with all of the provisions of subsections (a) and (b), that assumed name, upon filing of amended articles designating such name as the name of the corporation, is the corporation's name. No certificate of assumed name may be renewed after the effective date of Chapters 1 through 20 of Title 33, and all such certificates, regardless of stated expiration date, automatically expire on December 31, 1994.
S.C. Code Ann. § 33-36-620 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-620
SECTION 33-36-620. Quorum.
Status: in_force

A majority of the board constitutes a quorum, unless otherwise specified in the bylaws.
S.C. Code Ann. § 33-46-720 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-720
SECTION 33-46-720. Recommendation of dissolution; membership vote; meeting; notice.
Status: in_force

Two-thirds of the membership of the board of directors shall first recommend to the membership that the telephone cooperative be dissolved. The proposition that the telephone cooperative be dissolved must be submitted to the membership of the telephone cooperative for a vote at a special meeting of the membership called only for this purpose. The notice for the meeting at which a proposal to dissolve the telephone cooperative is considered shall set forth: (1) a detailed proposition for dissolution; (2) the plan for sale and distribution of assets; (3) the plan for continuance of service; and (4) the time and location of the meeting. The proposed voluntary dissolution is approved upon affirmative vote of not less than two-thirds of the members of the telephone cooperative.
S.C. Code Ann. § 33-41-1310 — SC Code / Title 33 / Chapter 41 / Article 14 / Section 33-41-1310
SECTION 33-41-1310. Plan of merger; contents; approval; filing; notice of name change as to real property.
Status: in_force

(a) Pursuant to a plan of merger approved pursuant to subsection (c), a partnership may be merged with or into one or more partnerships, foreign partnerships, corporations, foreign corporations, limited liability companies, foreign limited liability companies, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of merger must include the: (1) name of each entity that is a party to the merger; (2) name of the surviving entity into which the other entities are to merge; (3) type of organization of the surviving entity; (4) terms and conditions of the merger; (5) manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and (6) street address of the surviving entity's principal place of business. (c) A plan of merger must be approved by: (1) all the partners or the number or percentage of the partners required for merger in the partnership agreement, in the case of a partnership or a domestic limited partnership that is a party to the merger; (2) all the members or the number or percentage of members specified in the operating agreement, in the case of a limited liability company that is a party to the merger; (3) the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized, in the case of a foreign limited liability company that is a party to the merger; or (4) the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of that requirement, by all the owners of interests in the entity, in the case of any other entities that are parties to the merger. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) Unless the surviving entity is a general partnership, the merger is effective upon the filing of the articles of merger with the Secretary of State or at a later date the articles may provide. Filing of the articles of merger is not required if the surviving entity is a general partnership. If the surviving entity is a general partnership, the merger is effective when the agreement is signed. (f)(1) If a partnership that owns real property in South Carolina is converted to another entity by articles of merger, the newly-named surviving, acquiring, or reorganizing partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit executed in accordance with the provisions in Section 33-1-200 and containing the old and new names of the partnership and describing the real property owned by that partnership; or (ii) filing a certified copy of the articles of merger including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing partnership. (3) The affidavit or filed articles must be duly indexed in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving real estate owned by the affected partnership that is made after the change in name.
S.C. Code Ann. § 33-31-850 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-850
SECTION 33-31-850. Definitions.
Status: in_force

In this subarticle: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" include counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding. (5) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 33-31-856, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means a threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.
S.C. Code Ann. § 33-56-200 — SC Code / Title 33 / Chapter 56 / Section 33-56-200
SECTION 33-56-200. Severability of provisions.
Status: in_force

The provisions of this chapter are severable. The unconstitutionality of one section or clause does not affect the constitutionality of the entire chapter.
S.C. Code Ann. § 33-42-1830 — SC Code / Title 33 / Chapter 42 / Article 10 / Section 33-42-1830
SECTION 33-42-1830. Pleading.
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
S.C. Code Ann. § 33-42-1820 — SC Code / Title 33 / Chapter 42 / Article 10 / Section 33-42-1820
SECTION 33-42-1820. Proper plaintiff.
Status: in_force

In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) must have been a partner at the time of the transaction of which he complains or (2) his status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
S.C. Code Ann. § 33-31-1420 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1420
SECTION 33-31-1420. Grounds for administrative dissolution.
Status: in_force

The Secretary of State may commence a proceeding under Section 33-31-1421 to administratively dissolve a corporation if the: (1) corporation does not deliver a report of change of principal office when due; (2) corporation is without a registered agent or registered office in this State; (3) corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; (4) corporation's period of duration, if any, stated in its articles of incorporation expires; or (5) corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code.
S.C. Code Ann. § 33-15-200 — SC Code / Title 33 / Chapter 15 / Article 2 / Section 33-15-200
SECTION 33-15-200. 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 transact 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 in the future of any change in its 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 mailing address set forth under subsection (b).
S.C. Code Ann. § 33-31-1107 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1107
SECTION 33-31-1107. Bequests, devises, and gifts not affected by merger.
Status: in_force

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
S.C. Code Ann. § 33-44-1007 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1007
SECTION 33-44-1007. Cancellation of authority.
Status: in_force

A foreign limited liability company may cancel its authority to transact business in this State by filing in the office of the Secretary of State a certificate of cancellation. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims for relief arising out of the transactions of business in this State.
S.C. Code Ann. § 33-11-110 — SC Code / Title 33 / Chapter 11 / Section 33-11-110
SECTION 33-11-110. When conversion takes effect; filing notice of name change as to real property.
Status: in_force

(a) A partnership or limited partnership that is converted pursuant to Section 33-11-109 is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the corporation; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion has not occurred; (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the corporation; and (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-109(c), all the partners of the converting partnership continue as shareholders of the corporation. (c)(1) If a partnership or limited partnership that owns real property in South Carolina changes its name by amendment of its articles or by merger, reorganization, domestication, or conversion, the newly-named surviving, acquiring, reorganized, domesticated, or converted entity must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit containing the old name of the partnership or limited partnership and new name of the entity and describing the real property owned by that entity; or (ii) filing a certified copy of the amendment to certificate of limited partnership, articles of merger, articles of domestication, or articles of conversion and including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, reorganized, domesticated, or converted entity. (3) The affidavit, filed amendment, or articles must be duly indexed in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a partnership or limited partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected entity that is made after the change in name.
S.C. Code Ann. § 33-31-503 — SC Code / Title 33 / Chapter 31 / Article 5 / Section 33-31-503
SECTION 33-31-503. Resignation of registered agent.
Status: in_force

(a) A registered agent may resign as registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is discontinued also. (b) After filing the statement the Secretary of State shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its articles or most recently filed notice of change of principal office. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
S.C. Code Ann. § 33-49-1450 — SC Code / Title 33 / Chapter 49 / Article 17 / Section 33-49-1450
SECTION 33-49-1450. Private right of action; duty of care.
Status: in_force

This article does not create a new private right of action or a new duty of care. This article does not diminish, increase, affect, or evidence any duty of care existing under the laws of this State prior to the effective date of this article.
S.C. Code Ann. § 33-49-1420 — SC Code / Title 33 / Chapter 49 / Article 17 / Section 33-49-1420
SECTION 33-49-1420. Termination procedures; contents.
Status: in_force

(A) Each electric cooperative must establish written procedures for termination of service due to nonpayment for a special needs account member at any time and for all residential members during weather conditions marked by extremely cold or hot temperatures. Each electric cooperative must submit its procedures to the Office of Regulatory Staff by November 1, 2006. Any subsequent revisions must be submitted semiannually by March first or September first. (B) The procedures for termination must include the following: (1) notification procedures so that the member is made aware of an impending termination and the time within which he must make arrangements for payment prior to termination; (2) arrangements for a payment arrangement plan to enable a residential member, who has a satisfactory payment history as determined by the electric cooperative, to pay by installments where the member is unable to pay the full amount due for electric service; (3) a procedure to advise members who are unable to pay the full amount due or who are not approved for a payment arrangement plan that they may contact local social service agencies to determine the availability of public or private assistance with the payment of electric bills; (4) a schedule of termination that takes into account the availability of the acceptance of payment and the reconnection of service; and (5) the standards for determining weather conditions marked by extremely cold or hot temperatures.
S.C. Code Ann. § 33-42-420 — SC Code / Title 33 / Chapter 42 / Article 3 / Section 33-42-420
SECTION 33-42-420. Voting.
Status: in_force

Subject to SECTION 33-42-430, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
S.C. Code Ann. § 33-57-190 — SC Code / Title 33 / Chapter 57 / Section 33-57-190
SECTION 33-57-190. Regulations.
Status: repealed

The Secretary of State may promulgate regulations to administer and enforce the provisions of this chapter. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-44-1003 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1003
SECTION 33-44-1003. Activities not constituting transacting business.
Status: in_force

(a) activities of a foreign limited liability company that are not considered transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its members or managers or carrying on other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; (10) transacting business in interstate commerce; and (11) owning, without more, an interest in a limited liability company organized or transacting business in this State. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State.
S.C. Code Ann. § 33-31-852 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-852
SECTION 33-31-852. Mandatory indemnification.
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party because he is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
S.C. Code Ann. § 33-12-103 — SC Code / Title 33 / Chapter 12 / Section 33-12-103
SECTION 33-12-103. "Sale" defined.
Status: in_force

Whenever used in this chapter, "sale" includes a sale, lease, exchange, or other disposition of property and assets of the corporation except a mortgage of or other security interest in the property and assets.
S.C. Code Ann. § 33-3-101 — SC Code / Title 33 / Chapter 3 / Section 33-3-101
SECTION 33-3-101. Purposes.
Status: in_force

(a) Every corporation incorporated under Chapters 1 through 20 of this Title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under Chapters 1 through 20 of this Title only if permitted by, and subject to all limitations of, the other statute.
S.C. Code Ann. § 33-42-70 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-70
SECTION 33-42-70. Nature of business.
Status: in_force

A limited partnership may carry on any business that a partnership without limited partners may carry on.
S.C. Code Ann. § 33-1-290 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-290
SECTION 33-1-290. 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) Any person who violates subsection (a) is liable to any person who is damaged thereby.
S.C. Code Ann. § 33-18-109 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-109
SECTION 33-18-109. Notice of statutory close corporation status on issued shares.
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: "The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation." (b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a). (c) The notice required by this section satisfies all requirements of this chapter and of Section 33-6-270 that notice of share transfer restrictions be given. (d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice. (e) A corporation shall provide to any shareholder upon his written request and without charge copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents filed with the corporation that restrict transfer or affect voting or other rights of shareholders.
S.C. Code Ann. § 33-42-50 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-50
SECTION 33-42-50. Specified office and agent.
Status: in_force

Each limited partnership shall continuously maintain in this State: (1) an office in this State, which may but need not be a place of its business in this State, at which shall be kept the records required by SECTION 33-42-60 to be maintained; (2) an agent for service of process on the limited partnership, which agent must be an individual resident of this State, a domestic corporation, or a foreign corporation authorized to do business in this State.
S.C. Code Ann. § 33-1-103 — SC Code / Title 33 / Chapter 1 / Article 1 / Section 33-1-103
SECTION 33-1-103. Designation of representation in magistrates' court; unauthorized practice of law.
Status: in_force

A corporation or partnership, as defined in this section, may designate an employee or principal of the corporation or partnership to represent it in magistrates' court. This designation must be in writing and must be submitted to the magistrate at the time the initial pleading in the case is filed by the party. Notwithstanding the provisions of Chapter 5 of Title 40 or any other provision of law, the person so designated, while representing the corporation or partnership in magistrates' court, is not engaging in the unauthorized practice of law. As used in this section, a corporation or partnership is defined as a general partnership, a limited liability partnership, a limited liability company, a limited partnership, a professional association, a professional corporation, a nonprofit corporation, a business corporation, or a statutory close corporation.
S.C. Code Ann. § 33-44-807 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-807
SECTION 33-44-807. Known claims against dissolved limited liability company.
Status: in_force

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address where the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
S.C. Code Ann. § 33-56-160 — SC Code / Title 33 / Chapter 56 / Section 33-56-160
SECTION 33-56-160. Administrative fines and fees; disposition.
Status: in_force

(A) The first two hundred thousand dollars in administrative fine revenue received pursuant to this chapter in a fiscal year, not including fine revenues collected pursuant to Section 33-56-75, may be retained by the Secretary of State to offset the expenses of enforcing this chapter. All administrative fines collected pursuant to this chapter in excess of two hundred thousand dollars in a fiscal year, not including fine revenues collected pursuant to Section 33-56-75, must be transmitted to the State Treasurer and deposited in the state general fund. All fees collected pursuant to this chapter must be transmitted to the State Treasurer and deposited in a fund separate and distinct from the state general fund and used by the Secretary of State for the purpose of administering the provisions of this chapter. (B) All administrative fines collected pursuant to Section 33-56-75 in a fiscal year must be transmitted to the State Treasurer and deposited in a fund separate and distinct from the state general fund. The revenue collected from these fines must be directed to the Secretary of State for the purpose of administering the provisions of that section. Editor's Note 2010 Act No. 156, SECTION 3, provides as follows: "This act takes effect upon approval by the Governor and applies to all transactions or contracts entered into on or after that date." Effect of Amendment The 2010 amendment designated the existing section as (A), added exclusionary language to subsection (A), and added subsection (B) relating to treatment of administrative fines collected pursuant to section 33-56-75.
S.C. Code Ann. § 33-10-101 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-101
SECTION 33-10-101. Authority to amend.
Status: in_force

(a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
S.C. Code Ann. § 33-49-660 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-660
SECTION 33-49-660. Quorum of trustees.
Status: in_force

A majority of the board of trustees shall constitute a quorum.
S.C. Code Ann. § 33-45-70 — SC Code / Title 33 / Chapter 45 / Section 33-45-70
SECTION 33-45-70. Effect of failure to perform labor or deliver property.
Status: in_force

In case of failure to perform the labor or to deliver the property according to the terms of the subscription the money value thereof, as specified in the list of subscriptions, shall be paid by the subscribers.
S.C. Code Ann. § 33-6-210 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-210
SECTION 33-6-210. Issuance of shares.
Status: reserved

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, written contracts for services to be performed, or other securities of the corporation. (c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. (e) Except as otherwise provided in subsection (f), the corporation must place in escrow shares issued for a contract for future services or benefits or for a promissory note. Any share dividends in respect of the shares escrowed also must be placed in escrow. Distributions in respect of escrowed shares must be escrowed or credited against their purchase price. The shares and distributions escrowed must remain in escrow until the services are performed, the note is paid, or the benefits are received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed and the distributions credited may be canceled in whole or in part and the distributions escrowed may be reclaimed by the corporation. (f) A corporation subject to the registration requirements of Section 12 of the Securities Exchange Act of 1934 may issue shares for a contract for future services without having to place the shares and share dividends and distributions in respect of the shares in escrow and without having to credit distributions against their purchase price if the shares are issued or authorized pursuant to a plan that has been approved by the shareholders of the corporation.
S.C. Code Ann. § 33-31-834 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-834
SECTION 33-31-834. Immunity from suit.
Status: in_force

(a) All directors, trustees, or members of the governing bodies of not-for-profit cooperatives, corporations, associations, and organizations described in subsection (b) are immune from suit arising from the conduct of the affairs of these cooperatives, corporations, associations, or organizations. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the not-for-profit cooperatives, corporations, associations, or organizations. (b) Subsection (a) applies to the following: (1) electric cooperatives organized under Chapter 49, Title 33; (2) not-for-profit corporations, associations, and organizations, as recognized in and exempted from taxation under Federal Income Tax Code Section 501(c)(3), (c)(6), or (c)(12). Subarticle D Officers
S.C. Code Ann. § 33-47-420 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-420
SECTION 33-47-420. Associations as members.
Status: in_force

One association organized hereunder may become a member or stockholder of any other association or associations organized hereunder.
S.C. Code Ann. § 33-47-950 — SC Code / Title 33 / Chapter 47 / Article 11 / Section 33-47-950
SECTION 33-47-950. Removal of officers or directors.
Status: in_force

Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten per cent of the members requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by vote of a majority of the members, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses and the person bringing the charges against him shall have the same opportunity. In case the bylaws provide for the election of directors by districts with primary elections in each district then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which he was elected. The board of directors shall call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district the director in question may be removed from office.
S.C. Code Ann. § 33-31-1501 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1501
SECTION 33-31-1501. Authority to transact business required.
Status: in_force

(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) maintaining, defending, or settling any proceeding; (2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests or any other rights in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce; (12) soliciting those contributions as are defined in Section 33-55-20(3) or any succeeding statute of like tenor and effect. (c) The list of activities in subsection (b) is not exhaustive.
S.C. Code Ann. § 33-8-300 — SC Code / Title 33 / Chapter 8 / Article 3 / Section 33-8-300
SECTION 33-8-300. 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 he reasonably believes to be in the best interests of the corporation and its shareholders. (b) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence. (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. (e) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should reasonably have been discovered, whichever sooner occurs. This limitations period does not apply to breaches of duty which have been concealed fraudulently.
S.C. Code Ann. § 33-8-250 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-250
SECTION 33-8-250. Committees.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 33-8-240. (c) Sections 33-8-200 through 33-8-240, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 33-8-101. (e) A committee, however, may not: (1) authorize distributions; (2) approve or propose to shareholders action that Chapters 1 through 20 of this Title requires be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend articles of incorporation pursuant to Section 33-10-102; (5) adopt, amend, or repeal bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 33-8-300.
S.C. Code Ann. § 33-13-230 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-230
SECTION 33-13-230. Shareholders' payment demand.
Status: in_force

(a) A shareholder sent a dissenters' notice described in Section 33-13-220 must demand payment, certify whether he (or the beneficial shareholder on whose behalf he is asserting dissenters' rights) acquired beneficial ownership of the shares before the date set forth in the dissenters' notice pursuant to Section 33-13-220(b)(3), and deposit his certificates in accordance with the terms of the notice. (b) The shareholder who demands payment and deposits his share certificates under subsection (a) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. (c) A shareholder who does not comply substantially with the requirements that he demand payment and deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this chapter.
S.C. Code Ann. § 33-36-670 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-670
SECTION 33-36-670. Officers.
Status: in_force

A corporation not-for-profit has the officers described in its bylaws, and they are chosen by the board in accordance with the bylaws. A duly appointed officer may have one or more assistant officers if authorized by the bylaws. The bylaws of the corporation must delegate to one officer the customary responsibilities of an officer commonly known as "president", to one officer the customary responsibilities of an officer known as "secretary", and one officer the customary responsibilities of an officer commonly known as "treasurer". The responsibilities of secretary and treasurer may be held by the same person. An officer may be removed from office and his successor selected in the manner prescribed by the bylaws.
S.C. Code Ann. § 33-19-500 — SC Code / Title 33 / Chapter 19 / Article 6 / Section 33-19-500
SECTION 33-19-500. Authority to transact business.
Status: in_force

(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) A foreign professional corporation may not obtain a certificate of authority unless: (1) its corporate name satisfies the requirements of Section 33-19-150; (2) it is incorporated for one or more of the purposes described in Section 33-19-110; and (3) all of its shareholders, not less than one-half of its directors, and all of its officers other than its secretary and treasurer, if any, are licensed in one or more states to render a professional service described in its articles of incorporation. (c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for conduct of business or professional practice.
S.C. Code Ann. § 33-47-840 — SC Code / Title 33 / Chapter 47 / Article 9 / Section 33-47-840
SECTION 33-47-840. Voting.
Status: in_force

There shall be three methods of voting, each organization determining and stating in its bylaws which one of the methods of voting outlined herein shall be used. First, each owner of common stock may be allowed to vote his holdings of common stock, provided, however, that he shall not have a vote exceeding that which corresponds to twenty per cent of the total stock issued and outstanding by the organization; or second, any cooperative association may allow its members to vote according to their volume of business in proportion to the total volume transacted by each member through or with the organization during the fiscal year immediately preceding the annual or special meeting at which the vote shall be taken and each organization may determine the unit of volume which shall be used as a basis of computing the votes, such volume to be calculated as a basis of voting by units or value which each organization may determine in its bylaws; or, third, each member or common stockholder may be entitled to one vote.
S.C. Code Ann. § 33-31-1702 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1702
SECTION 33-31-1702. Application to Qualified Foreign Corporations.
Status: in_force

A foreign corporation authorized to transact business in this State on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
S.C. Code Ann. § 33-44-301 — SC Code / Title 33 / Chapter 44 / Article 3 / Section 33-44-301
SECTION 33-44-301. Agency of members and managers.
Status: in_force

(a) Subject to subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority. (2) An act of a member which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members. (b) Subject to subsection (c), in a manager-managed company: (1) A member is not an agent of the company for the purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority. (2) An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under Section 33-44-404. (c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
S.C. Code Ann. § 33-49-820 — SC Code / Title 33 / Chapter 49 / Article 9 / Section 33-49-820
SECTION 33-49-820. Change of principal office.
Status: in_force

A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of the Secretary of State and also in each county office in which the articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty days after filing such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto if the same are not already on file therein.
S.C. Code Ann. § 33-44-1101 — SC Code / Title 33 / Chapter 44 / Article 11 / Section 33-44-1101
SECTION 33-44-1101. Right of action.
Status: in_force

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.
S.C. Code Ann. § 33-37-610 — SC Code / Title 33 / Chapter 37 / Article 7 / Section 33-37-610
SECTION 33-37-610. Management of corporation.
Status: in_force

The business and affairs of the corporation must be managed and conducted by a board of directors, a president and treasurer and those other officers and agents as the corporation by its bylaws shall authorize. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "must be managed" for "shall be managed" and "those other officers and agents" for "such other officers and such agents".
S.C. Code Ann. § 33-42-1060 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1060
SECTION 33-42-1060. Right to distribution.
Status: in_force

At the time a partner becomes entitled to receive a distribution, he has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution.
S.C. Code Ann. § 33-15-300 — SC Code / Title 33 / Chapter 15 / Article 3 / Section 33-15-300
SECTION 33-15-300. Grounds for revocation.
Status: in_force

(a) The Secretary of State shall commence a proceeding under Section 33-15-310 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if: (1) the foreign corporation does not deliver its annual report to the Department of Revenue when due; (2) the foreign corporation does not pay, when they are due, any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by this act or other law; (3) the foreign corporation is without a registered agent or registered office in this State; (4) the foreign corporation does not inform the Secretary of State under Section 33-15-108 or 33-15-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued; (5) an incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; (6) the Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger. (b) The Secretary of State shall proceed pursuant to Section 33-15-310(c) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if he is notified by the Department of Revenue that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520.
S.C. Code Ann. § 33-47-250 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-250
SECTION 33-47-250. Amendments requiring approval of three fourths of members.
Status: repealed

The provisions of the articles of incorporation inserted therein pursuant to item (6) of SECTION 33-47-210 shall not be altered, amended or repealed except by the written consent or vote of three fourths of the members.
S.C. Code Ann. § 33-46-510 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-510
SECTION 33-46-510. Implementation or exercise of emergency bylaws and powers.
Status: in_force

Unless the articles of incorporation provide otherwise, the board of directors is authorized pursuant to Sections 33-2-107 and 33-3-103 to implement or exercise emergency bylaws and powers.
S.C. Code Ann. § 33-6-300 — SC Code / Title 33 / Chapter 6 / Article 3 / Section 33-6-300
SECTION 33-6-300. Shareholders' preemptive rights.
Status: in_force

(a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide. (b) Unless a statement is included in the articles of incorporation that 'the corporation elects not to have preemptive rights' (or words of similar import), the following principles apply except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to: (i) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates; (ii) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates; (iii) shares authorized in the articles of incorporation that are issued within six months from the effective date of incorporation; (iv) shares sold otherwise than for money. (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights. (c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. (d) The sale or other disposition by the corporation of shares or securities not subject to a preemptive right under this section, or under the articles of incorporation as permitted by this section, shall not impair any remedy which any shareholder may have for a breach of duty by the board of directors.
S.C. Code Ann. § 33-46-400 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-400
SECTION 33-46-400. Membership of telephone cooperative.
Status: in_force

No person who is not an incorporator shall become a member of a telephone cooperative unless such person agrees to use telephone service furnished by the cooperative when such telephone service is available through its facilities. The bylaws of the telephone cooperative may provide for any or all of the following matters: (1) the requirement of membership in the telephone cooperative or ownership of shares; (2) the method, time, and manner of permitting members to withdraw or to transfer shares; (3) the manner of assignment and transfer of the interest of members and of the shares (if any) and conditions upon which membership of any member shall cease; (4) the automatic suspension of the rights of a member when he ceases to be eligible for membership in the telephone cooperative and the mode, manner, and effect of expulsion of a member; (5) the manner of determining the value of a member's interest and provision for the purchase of that interest by the telephone cooperative upon the death, withdrawal, or other termination of the member's membership; (6) the property rights of members upon dissolution; (7) the time, place, and manner of calling and conducting its meetings; (8) the rights of members to vote by proxy and the condition, manner, form, and effect of such votes; (9) the number of directors constituting a quorum; (10) the qualifications, compensation, duties, and terms of officers and directors, the time of their election, and the mode and manner of giving notice thereof; (11) the mode, method, and manner of determining the members' patronage capital and of crediting the members' patronage capital to the members' accounts, together with the mode, time, manner, and priority of retiring or otherwise making provisions for payment of such patronage capital credits; (12) any other provisions that may be necessary, convenient, or appropriate to accomplish the purpose for which the telephone cooperative is organized. Provided, however, that any bylaw provisions in conflict with the provisions of this chapter are of no force or effect.
S.C. Code Ann. § 33-56-150 — SC Code / Title 33 / Chapter 56 / Section 33-56-150
SECTION 33-56-150. Division of Public Charities; Director.
Status: in_force

There is created in the office of the Secretary of State a Division of Public Charities which, under the direction and control of the Secretary of State, shall perform the duties imposed upon it by the provisions of this chapter. The executive and administrative head of the division is the Director of Public Charities designated by the Secretary of State.
S.C. Code Ann. § 33-31-822 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-822
SECTION 33-31-822. Call and notice of meetings.
Status: in_force

(a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or this chapter provides otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, a board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, is not valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to Section 33-31-823. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.
S.C. Code Ann. § 33-19-330 — SC Code / Title 33 / Chapter 19 / Article 4 / Section 33-19-330
SECTION 33-19-330. Privileged communications.
Status: in_force

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of this State is not affected by this chapter. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
S.C. Code Ann. § 33-45-30 — SC Code / Title 33 / Chapter 45 / Section 33-45-30
SECTION 33-45-30. Cooperative associations authorized.
Status: in_force

The members of a limited liability company organized pursuant to Chapter 43 or Chapter 44 of this title or five or more persons, residents of this State, may associate themselves as a cooperative association, society, company, union, or exchange for the purpose of conducting within this State any agricultural, dairy, mercantile, mining, mechanical, or manufacturing business on the cooperative plan.
S.C. Code Ann. § 33-39-230 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-230
SECTION 33-39-230. Charter shall be void unless business begun within three years.
Status: in_force

If a corporation organized pursuant to this chapter shall fail to begin business within three years from the effective date of its charter, then the charter shall become null and void.
S.C. Code Ann. § 33-18-103 — SC Code / Title 33 / Chapter 18 / Article 1 / Section 33-18-103
SECTION 33-18-103. Definition and election of statutory close corporation status.
Status: in_force

(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. (b) A corporation incorporated in South Carolina under this title may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a). The amendment 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. If the amendment is adopted, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under Chapter 13 of this title.
S.C. Code Ann. § 33-37-1040 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1040
SECTION 33-37-1040. Participating financial institutions; functions and duties.
Status: in_force

A participating financial institution originating a loan to a small business pursuant to this article shall: (1) use its existing business and banking network to market and perpetuate the CAP so as to promote economic development among small businesses in South Carolina; (2) provide financing to small businesses for their business purposes including, without limitation, expansion, start-up, purchase of fixed assets or inventory, facility or technology upgrading, and working capital; (3) limit loans outstanding to one small business borrower pursuant to this article and the CAP to an aggregate balance outstanding of two hundred fifty thousand dollars or a lesser amount the BDC determines, in the exercise of its discretion for the benefit of the CAP and the small business community at large in this State; (4) limit loans made pursuant to this article and under the CAP to those that are not guaranteed or otherwise assisted by another governmental entity or program; (5) set aside an amount of at least one and one-half percent but no more than three and one-half percent of the principal amount of the loan, into the loss reserve account; (6) obtain from the small business an amount equal to the reserve contribution made by the participating financial institution with respect to the loan; (7) forward the funds collected and determined pursuant to items (5) and (6) to BDC for deposit into the loss reserve account together with a written report in the form and with the content BDC prescribes; and (8) report annually to BDC, in the manner and with the supporting information BDC prescribes, the outstanding balance of loans made by it pursuant to the CAP, and a projection and estimate of loans it anticipates making pursuant to the program in the succeeding year. Effect of Amendment 2015 Act No. 60, SECTION 1, in (7), deleted "of this section" following "items (5) and (6)".
S.C. Code Ann. § 33-8-420 — SC Code / Title 33 / Chapter 8 / Article 4 / Section 33-8-420
SECTION 33-8-420. Standards of conduct for officers.
Status: in_force

(a) An officer with discretionary authority shall discharge his duties under that authority: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation and its shareholders. (b) In discharging his duties an officer 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 whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section. (e) An action against an officer for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should reasonably have been discovered, whichever sooner occurs. This limitations period does not apply to breaches of duty which have been concealed fraudulently.
S.C. Code Ann. § 33-31-125 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-125
SECTION 33-31-125. Filing duty of the Secretary of State.
Status: in_force

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 33-31-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing "filed", together with his name and official title and date and time of receipt, on both the original and document copy, together with a further endorsement that the document is a true copy of the original document. After filing a document, except as provided in Sections 33-31-503 and 33-31-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as part of the permanent records of the corporation. (c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal. (d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) except as provided in Section 33-31-127, create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
S.C. Code Ann. § 33-46-40 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-40
SECTION 33-46-40. Subject to jurisdiction of Public Service Commission; rights and privileges.
Status: in_force

Telephone cooperatives transacting business in this State pursuant to this chapter are subject to the jurisdiction of the Public Service Commission of this State for such portions of their activities as are regulated by Title 58, Chapter 9 and have all rights and privileges granted a telephone utility as defined by Section 58-9-10(6).
S.C. Code Ann. § 33-11-104 — SC Code / Title 33 / Chapter 11 / Section 33-11-104
SECTION 33-11-104. Merger of subsidiary.
Status: in_force

(a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of merger that sets forth the: (1) names of the parent and subsidiary; and (2) manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part. (c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing. (d) In the case of a corporation which is not a public corporation, the parent may not deliver articles of merger to the Secretary of State for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in Section 33-10-102).
S.C. Code Ann. § 33-41-1040 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1040
SECTION 33-41-1040. Rights of partners upon dissolution in contravention of agreement.
Status: in_force

When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall have (a) all the rights specified in SECTION 33-41-1030 and (b) the right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement; (2) The partners who had not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under item (1) (b) of this section and in like manner indemnify him against all present or future partnership liabilities; and (3) A partner who has caused the dissolution wrongfully shall have (a) if the business is not continued under the provisions of item (2) of this section all the rights of a partner under SECTION 33-41-1030, subject to item (1) (b) of this section, and (b) if the business is continued under item (2) of this section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash or the payment secured by bond approved by the court and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.
S.C. Code Ann. § 33-37-1020 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1020
SECTION 33-37-1020. Establishment of program; loan loss reserve.
Status: in_force

(A) Upon appropriation of funds by the General Assembly for the CAP in the minimum initial sum of two million five hundred thousand dollars, those funds and funds resulting from later appropriations to the state fund must be provided to BDC for deposit in the state fund account. (B) BDC shall establish the CAP to provide a loan loss reserve from the state fund to assist participating financial institutions making loans to small businesses located in South Carolina that otherwise find it difficult to obtain regular bank financing. (C) The assistance must be provided by BDC through transfers by it from a state fund account into a loss reserve account maintained by, in the name of, and controlled by BDC as custodian to provide loan loss reserves for loans made to those small businesses. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-41-1130 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1130
SECTION 33-41-1130. Liability insurance.
Status: in_force

(A)(1) A registered limited liability partnership shall carry at least $100,000 of liability insurance, beyond the amount of any applicable deductible, of a type that is designed to cover the kinds of negligence, wrongful acts, and misconduct for which liability is limited by Section 33-41-370(B) and which insures the partnership and its partners. (2) A registered limited liability partnership which renders professional services, as defined in Section 33-19-103(7), shall carry such additional insurance of the type described in item (1) of this subsection as may be required by the appropriate licensing authority. Professional service licensing authorities may prescribe additional insurance only on the profession as a whole, and not only on individual service providers. (B) If a registered limited liability partnership is in compliance with the requirements of subsection (A), the requirements of this section shall not be admissible or in any way made known to a jury in determining an issue of liability for or extent of the debt or obligation or damages in question. (C) A registered limited liability partnership is considered to be in compliance with subsection (A) if the partnership provides $100,000, or such higher amount as required by the appropriate licensing authority pursuant to subsection (A)(2), of funds specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on the kinds of negligence, wrongful acts, and misconduct for which liability is limited by Section 33-41-370(B) by: (1) deposit in trust or in bank escrow of cash, bank certificates of deposit, or United States Treasury obligations; or (2) a bank letter of credit or insurance company bond. (D) Nothing in this section shall be construed to: (1) limit the amount of damages for which a: (a) registered limited liability partnership is liable with respect to the kinds of negligence, wrongful acts, or misconduct for which liability is limited by Section 37-41-370(B); or (b) partner of a registered limited liability partnership is liable under Section 33-41-370; or (2) constitute a determination of the adequacy of capitalization of a registered limited liability partnership for any purpose.
S.C. Code Ann. § 33-31-1104 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1104
SECTION 33-31-1104. Articles of merger.
Status: in_force

After a plan of merger is approved by the board of directors of each merging corporation and if required by Section 33-31-1103 by the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth: (1) the plan of merger; (2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors of each corporation; (3) if approval by the members of one or more corporations was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) If approval of the plan by some person or persons other than the members of the board is required pursuant to Section 33-31-1103(a)(3), a statement that the approval was obtained; (5) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed.
S.C. Code Ann. § 33-44-1204 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1204
SECTION 33-44-1204. Fees.
Status: reserved

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing: (1) articles of organization of a limited liability company: one hundred ten dollars. (2) amendment or restatement of the articles of organization of a limited liability company: one hundred ten dollars. (3) articles of merger involving a domestic or foreign limited liability company: one hundred ten dollars. (4) application by a foreign limited liability company for a certificate of authority to transact business in South Carolina: one hundred ten dollars. (5) amendment by a foreign limited liability company of its certificate of authority: one hundred ten dollars. (6) application for reservation of a limited liability company name: twenty-five dollars. (7) notice of transfer of a reserved limited liability company name: ten dollars. (8) annual application for registration or renewal of a foreign limited liability company name: ten dollars. (9) statement of change of designated office or agent for the service of process, or both: ten dollars. (10) articles of termination: ten dollars. (11) application for reinstatement after administrative dissolution: twenty-five dollars. (12) application for certificate of cancellation: ten dollars. (13) application for certificate of existence or authorization: ten dollars. (14) other document required or authorized to be filed pursuant to this chapter: two dollars. (b) The Secretary of State shall collect a fee of ten dollars each time process is served on him under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company: (1) for copying, one dollar for the first page and fifty cents for each additional page; and (2) two dollars for each certificate.
S.C. Code Ann. § 33-14-101 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-101
SECTION 33-14-101. Dissolution by incorporators or initial directors.
Status: in_force

The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) the name of the corporation; (2) the date of its incorporation; (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business; (4) that no debt of the corporation remains unpaid; (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) that a majority of the incorporators or initial directors authorized the dissolution.
S.C. Code Ann. § 33-19-400 — SC Code / Title 33 / Chapter 19 / Article 5 / Section 33-19-400
SECTION 33-19-400. Merger.
Status: in_force

(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation. (b) If the surviving corporation is to render professional services in this State, it must comply with this chapter.
S.C. Code Ann. § 33-46-610 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-610
SECTION 33-46-610. Change of location of principal office; filing of certificate.
Status: in_force

A telephone cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged on behalf of the telephone cooperative by the director carrying out the duties performed generally by the president or vice president under its seal attested by the director carrying out the duties of secretary, with the Office of the Secretary of State and also in each county office in which the articles of incorporation or any prior certificate of change of principal office of such telephone cooperative has been filed. Such telephone cooperative shall also within thirty days after filing such certificate of change of principal office in any county office file therein certified copies of its articles of incorporation and all amendments thereto if the same are not already on file therein.
S.C. Code Ann. § 33-49-210 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-210
SECTION 33-49-210. Purpose of organization under this chapter.
Status: in_force

Cooperative nonprofit membership corporations may be organized under this chapter for the purpose of supplying electric energy and promoting and extending the use thereof.
S.C. Code Ann. § 33-57-100 — SC Code / Title 33 / Chapter 57 / Section 33-57-100
SECTION 33-57-100. Lotteries or raffles unlawful unless authorized.
Status: repealed

(A) A lottery or raffle of any type whatsoever is unlawful unless it is authorized by the following: (1) Chapter 150, Title 59, the Education Lottery; (2) Article 24, Chapter 21, Title 12, Charitable Bingo; or (3) Chapter 57, Title 33, Nonprofit Raffles for Charitable Purposes. (B) It is the intent of the General Assembly that only qualified tax-exempt entities, which are organized and operated for charitable purposes and which dedicate raffle proceeds to charitable purposes, shall operate and conduct raffles as authorized by this chapter. (C)(1) Nothing in this chapter may be construed to allow electronic gambling devices or machines of any types, slot machines, video poker or similar electronic play devices, or to change or alter in any manner the prohibitions regarding video poker or similar electronic play devices in Chapter 21, Title 12 and Chapter 19, Title 16. (2) No person shall conduct a fundraising event commonly known and operated as a "casino night", "Las Vegas night", or "Monte Carlo night" involving live individuals playing roulette, blackjack, poker, baccarat, or other card games, or dice games, unless the event is conducted only for entertainment purposes and no prizes, financial rewards, or incentives are received by players. (3) No events with an electronic device or machine, slot machines, electronic video gaming devices, wagering on live sporting events, or simulcast broadcasts of horse races are authorized. (D) Except for raffles conducted by the South Carolina Lottery Commission pursuant to Chapter 150, Title 59 or Charitable Bingo authorized by Article 24, Chapter 21, Title 12, the provisions of this chapter provide the sole means by which activities associated with conducting raffles are authorized. The provisions of this chapter must be narrowly construed to ensure that tax-exempt entities conducting a nonprofit raffle pursuant to this chapter are in strict compliance with the requirements of this chapter. Editor's Note 2013 Act No. 11 SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-20-102 — SC Code / Title 33 / Chapter 20 / Section 33-20-102
SECTION 33-20-102. Application to qualified existing foreign corporations.
Status: in_force

A foreign corporation authorized to transact business in this State on the effective date of Chapters 1 thru 20 of this title is subject to Chapters 1 thru 20 of this title but is not required to obtain a new certificate of authority to transact business under Chapters 1 thru 20 of this title.
S.C. Code Ann. § 33-10-106 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-106
SECTION 33-10-106. Articles of amendment.
Status: in_force

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) the date of each amendment's adoption; (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) if an amendment was approved by the shareholders: (i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; (ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
S.C. Code Ann. § 33-45-110 — SC Code / Title 33 / Chapter 45 / Section 33-45-110
SECTION 33-45-110. Management of affairs of corporation; removal of directors or officers.
Status: in_force

This board of directors shall manage the affairs of the association for such term of office as the bylaws may prescribe and until their successors shall have been elected and shall have qualified and entered upon the discharge of their duties. But a majority of the stockholders at a meeting legally called according to the bylaws of the association may remove any director or officer for cause and fill the vacancy and thereupon the director or officer so removed shall cease to be a director or officer of the association.
S.C. Code Ann. § 33-19-510 — SC Code / Title 33 / Chapter 19 / Article 6 / Section 33-19-510
SECTION 33-19-510. Application for certificate of authority.
Status: in_force

The application of a foreign professional corporation for a certificate of authority to render professional services in this State must contain the information called for by Section 33-15-103 and, in addition, include a statement that all of its shareholders, not less than one-half of its directors, and all of its officers other than its secretary and treasurer, if any, are licensed in one or more states to render a professional service described in its articles of incorporation.
S.C. Code Ann. § 33-37-10 — SC Code / Title 33 / Chapter 37 / Article 1 / Section 33-37-10
SECTION 33-37-10. Definitions.
Status: in_force

As used in this chapter: (1) "Corporation" means a South Carolina business development corporation created pursuant to this chapter. (2) "Area of operations" means the entirety of the areas that comprise Federal Reserve Districts Five and Six as the geographic area in which the corporation is authorized to transact business pursuant to this chapter. (3) "Financial institution" means any banking corporation or trust company, building and loan association, insurance company or related corporation, partnership, foundation, federal or state agency, or other institution engaged primarily in lending or investing funds including, without limitation, the Small Business Administration, an agency of the United States Government. (4) "Member" means a financial institution authorized to do business in this State which undertakes to lend money to a corporation created pursuant to this chapter, upon its call and as provided by this chapter. (5) "Board of directors" means the board of directors of the corporation created pursuant to this chapter. (6) "Loan call" means the right of the corporation to call for loans by the members to the corporation as provided in Section 33-37-460 of this chapter. (7) "Loan call agreement" means the loan agreement between the corporation and its members describing the terms, conditions, and loan limits of the corporation's right to make loan calls to its members. (8) "Loan limit" means, for a member, the maximum amount subject to loan call at any one time by the corporation to the member as provided in the loan call agreement. Effect of Amendment 2015 Act No. 60, SECTION 1, added (2), definition of "Area of operations", and redesignated the paragraphs accordingly.
S.C. Code Ann. § 33-46-100 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-100
SECTION 33-46-100. Rights, privileges, and responsibilities.
Status: in_force

Telephone cooperatives transacting business in the State have such rights, privileges, and responsibilities as specified in Sections 33-1-240, 33-1-250, 33-1-260, 33-1-270, and 33-1-280.
S.C. Code Ann. § 33-18-130 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-130
SECTION 33-18-130. Attempted share transfer in breach of prohibition.
Status: in_force

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by Section 33-18-109 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation must give the transferee written notice within thirty days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
S.C. Code Ann. § 33-37-280 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-280
SECTION 33-37-280. Subsidiary business entities.
Status: in_force

In addition to the powers conferred on the corporation by Section 33-37-250, the corporation may organize and incorporate or create pursuant to this title one or more subsidiary business entities as the board of directors may direct, and these entities shall have all those powers conferred on or permitted to them by this title or, subject to required regulatory approval, Title 34. However, these subsidiary entities are not subject to any restrictions or limitations provided for in this chapter which are applicable to the corporation, except those restrictions and limitations as may be included in the subsidiary entity's articles of incorporation or other applicable governing documents.
S.C. Code Ann. § 33-31-833 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-833
SECTION 33-31-833. Liability for unlawful distributions.
Status: in_force

(a) Unless a director complies with the applicable standards for conduct described in Section 33-31-830, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter. (b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution: (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 33-31-830; and (2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
S.C. Code Ann. § 33-49-470 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-470
SECTION 33-49-470. Liability of members.
Status: in_force

The private property of the members of a cooperative shall be exempt from execution for the debts of the cooperative, and no member shall be liable or responsible for any debts of the cooperative.
S.C. Code Ann. § 33-8-560 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-560
SECTION 33-8-560. Indemnification of officers, employees, and agents.
Status: in_force

Unless a corporation's articles of incorporation provide otherwise: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 33-8-520, and is entitled to apply for court-ordered indemnification under Section 33-8-540, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this subchapter to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation also may indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
S.C. Code Ann. § 33-31-202 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-202
SECTION 33-31-202. Articles of incorporation.
Status: in_force

(a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Section 33-31-401; (2) one of the following statements: (i) This corporation is a public benefit corporation. (ii) This corporation is a mutual benefit corporation. (iii) This corporation is a religious corporation; (3) the street address of the corporation's initial registered office with zip code and the name of its initial registered agent at that office; (4) the name, address, and zip code of each incorporator; (5) whether or not the corporation will have members; (6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and (7) the address, including zip code, of the proposed principal office for the corporation which may be either within or outside South Carolina. (b) Unless the articles provide otherwise, no director of the corporation is personally liable for monetary damages for breach of any duty to the corporation or members. However, this provision shall not eliminate or limit the liability of a director: (1) for any breach of the director's duty of loyalty to the corporation or its members; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) for any transaction from which a director derived an improper personal benefit; or (4) under Sections 33-31-831 through 33-31-833. This provision shall not eliminate or limit the liability of a director for an act or omission occurring before the date when the provision becomes effective. (c) The articles of incorporation may set forth: (1) the purpose for which the corporation is organized which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (2) the names, addresses, and zip codes of the individuals who are to serve as the initial directors; (3) provisions not inconsistent with law regarding: (i) managing and regulating the affairs of the corporation; (ii) defining, limiting, and regulating the powers of the corporation, its board of directors, and members, or any class of members; and (iii) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; (4) any provision that under this chapter is required or permitted to be set forth in the bylaws. (d) Each incorporator and director named in the articles must sign the articles. (e) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
S.C. Code Ann. § 33-39-260 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-260
SECTION 33-39-260. Amendment of charter.
Status: in_force

The charter may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed in this chapter, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the Secretary of State to examine the corporation or the obligation of the corporation to make reports as provided by law shall be made without amendment of this chapter; and provided, further, that no amendment of the charter which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate or maturity date or in the security or credit position of any outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in SECTION 33-39-430 or affects a member's voting rights as provided in SECTIONS 33-39-440 and 33-39-450 shall be made without the consent of each member affected by such amendment.
S.C. Code Ann. § 33-19-230 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-230
SECTION 33-19-230. Compulsory acquisition of shares after death or disqualification of shareholder.
Status: in_force

(a) A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder, if and as of the date of death, disqualification, or transfer, if: (1) the shareholder dies; (2) the shareholder becomes a disqualified person, except as provided in subsection (c); or (3) the shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c). (b) If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with Section 33-19-240. If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under Section 33-19-250 to determine the fair value of the shares. (c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five months from the date the disqualification or transfer occurs. (d) This section and Section 33-19-240 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law. (e) Unless the shareholders otherwise agree, this section does not apply to a shareholder who dies and by will leaves his shares in the corporation to one or more of the remaining shareholders.
S.C. Code Ann. § 33-42-1040 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1040
SECTION 33-42-1040. Distribution upon withdrawal.
Status: in_force

Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
S.C. Code Ann. § 33-31-172 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-172
SECTION 33-31-172. Requesting permission to make examinations.
Status: in_force

A written request must be made to the president or another officer of the nonprofit corporation at the time the Attorney General or his assistants or representatives desire to examine the affairs of the corporation, and it is the duty of the officer or his agent to immediately permit the Attorney General, or his authorized assistants or representatives, to inspect and examine any of the documents of the corporation.
S.C. Code Ann. § 33-41-730 — SC Code / Title 33 / Chapter 41 / Article 9 / Section 33-41-730
SECTION 33-41-730. Nature of partner's interest in partnership.
Status: in_force

A partner's interest in the partnership is his share of the profits and surplus and is personal property.
S.C. Code Ann. § 33-42-450 — SC Code / Title 33 / Chapter 42 / Article 3 / Section 33-42-450
SECTION 33-42-450. Information.
Status: in_force

Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by SECTION 33-42-60; (2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly, after becoming available, a copy of the limited partnership's federal, state, and local income tax returns from each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
S.C. Code Ann. § 33-41-1180 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1180
SECTION 33-41-1180. Application for certificate, articles of amendment, amended certificate.
Status: in_force

(A) The application for a foreign limited liability partnership's certificate of authority to transact business in this State is amended by filing articles of amendment with the Secretary of State signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth: (1) the name of the foreign limited liability partnership; (2) the date the original application for registration was filed; and (3) the amendment to the application for registration. (B) The application for a certificate to transact business in this State may be amended in any way, provided that the application, as amended, contains only provisions that may be lawfully contained in an application for a certificate to transact business in this State at the time of the amendment. (C) A foreign limited liability partnership authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its limited liability partnership name; (2) the street address of its registered office in this State or the name of its registered agent at that office; or (3) the state or country of its organization. An amended certificate of authorization must also be obtained if there is a false or erroneous statement in the original filed application for a certificate of authority. (D) The Secretary of State shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an amendment to a certificate to transact business in this State.
S.C. Code Ann. § 33-31-810 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-810
SECTION 33-31-810. Removal of directors by judicial proceeding.
Status: in_force

(a) The circuit court of the county where a corporation's principal office in this State, or, if none in this State, its registered office, is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least five percent of the voting power of any class to elect directors, or the Attorney General in the case of a public benefit corporation, if the court finds that: (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 33-31-830 through 33-31-833; and (2) removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a), the corporation must be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the Attorney General written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
S.C. Code Ann. § 33-49-1040 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1040
SECTION 33-49-1040. Certificate of dissolution and affidavit.
Status: in_force

Upon such approval a certificate of election to dissolve, in this article designated the "certificate," 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 certificate shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The names and addresses of its trustees; and (4) The total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative. The president or vice-president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of SECTION 33-49-1030 have been duly complied with.
S.C. Code Ann. § 33-39-630 — SC Code / Title 33 / Chapter 39 / Article 7 / Section 33-39-630
SECTION 33-39-630. Election of directors; vacancies.
Status: in_force

The board of directors shall be elected initially by the incorporators and thereafter at each annual meeting of the corporation or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect four directors and the stockholders shall elect the remaining three. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualify, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
S.C. Code Ann. § 33-31-831 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-831
SECTION 33-31-831. Director 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 or the basis for imposing liability on the director if the transaction was fair to the corporation at the time it was entered into or is approved as provided in subsections (b) or (c). (b) A transaction in which a director of a public benefit or religious corporation has a conflict of interest may be: (1) authorized, approved, or ratified by the vote of the board of directors or a committee of the board if: (i) the material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board; and (ii) the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation; or (2) approved before or after it is consummated by obtaining approval of the: (i) Attorney General; or (ii) the circuit court for Richland County in an action in which the Attorney General is joined as a party; or (c) A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved if: (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 and the board or committee of the board authorized, approved, or ratified the transaction; or (2) the material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction. (d) For purposes of this section, a director of the corporation has an indirect interest in a transaction if: (1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or (2) another entity of which the director is a director, officer, or trustee is a party to the transaction. (e) For purposes of subsections (b) and (c) 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 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 on the board 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 subsections (b)(1) or (c)(1) if the transaction is otherwise approved as provided in subsection (b) or (c). (f) For purposes of subsection (c)(2), a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (d)(1), may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (c)(2). The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting power, 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. (g) The articles, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions.
S.C. Code Ann. § 33-31-207 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-207
SECTION 33-31-207. Emergency bylaws and powers.
Status: in_force

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) how to call a meeting of the board; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (e) A corporate director, officer, employee, or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section.
S.C. Code Ann. § 33-19-101 — SC Code / Title 33 / Chapter 19 / Article 1 / Section 33-19-101
SECTION 33-19-101. Short title.
Status: in_force

This chapter is known and may be cited as the South Carolina Professional Corporation Supplement.
S.C. Code Ann. § 33-31-724 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-724
SECTION 33-31-724. Proxies.
Status: in_force

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. (b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. However, no proxy is valid for more than three years from its date of execution. (c) An appointment of a proxy is revocable by the member. (d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (e) Appointment of a proxy is revoked by the person appointing the proxy: (1) attending any meeting and voting in person; or (2) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (f) Subject to Section 33-31-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
S.C. Code Ann. § 33-31-171 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-171
SECTION 33-31-171. Investigation by Attorney General authorized.
Status: in_force

The Attorney General, or any of his assistants or representatives when authorized by the Attorney General, may make investigations into the organization, conduct, and management of a nonprofit corporation, domestic or foreign, operating in this State. Every such corporation shall permit the Attorney General or any of his authorized assistants or representatives to examine and take copies of all its books, accounts, records, minutes, letters, memoranda, documents, checks, vouchers, telegrams, articles, bylaws, and any and all other records of any such corporation as often as the Attorney General may deem it necessary to show or tend to show that the corporation has been, or is, engaged in acts or conduct in violation of its charter rights and privileges or in violation of any law of this State.
S.C. Code Ann. § 33-31-803 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-803
SECTION 33-31-803. Number of directors.
Status: in_force

(a) A board of directors must consist of three or more directors, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased, but to no fewer than three, by amendment to or in the manner prescribed in the articles or bylaws.
S.C. Code Ann. § 33-41-960 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-960
SECTION 33-41-960. Liability of partner for acts of other partner upon dissolution.
Status: in_force

When the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by a partner acting for the partnership as if the partnership had not been dissolved unless: (1) the dissolution being by act of a partner, the partner acting for the partnership had knowledge of the dissolution; (2) the dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or (3) the liability is for a debt, obligation, or liability for which the partner is not liable as provided in Section 33-41-370(B).
S.C. Code Ann. § 33-13-270 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-270
SECTION 33-13-270. After-acquired shares.
Status: in_force

(a) A corporation may elect to withhold payment required by section 33-13-250 from a dissenter as to any shares of which he (or the beneficial owner on whose behalf he is asserting dissenters' rights) was not the beneficial owner on the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action, unless the beneficial ownership of the shares devolved upon him by operation of law from a person who was the beneficial owner on the date of the first announcement. (b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the fair value and interest were calculated, and a statement of the dissenter's right to demand additional payment under Section 33-13-280.
S.C. Code Ann. § 33-8-109 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-109
SECTION 33-8-109. Removal of directors by judicial proceeding.
Status: in_force

(a) The circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least five percent of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest acts, or gross abuse of authority in discharge of duties to the corporation, and (2) removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from reelection for a period prescribed by the court. (c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
S.C. Code Ann. § 33-31-807 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-807
SECTION 33-31-807. Resignation of directors.
Status: in_force

(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
S.C. Code Ann. § 33-53-30 — SC Code / Title 33 / Chapter 53 / Section 33-53-30
SECTION 33-53-30. Effect of rule against perpetuities.
Status: in_force

A business trust shall not be affected by any rule against perpetuities.
S.C. Code Ann. § 33-31-843 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-843
SECTION 33-31-843. 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 effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date. (b) A board may remove an officer at any time with or without cause.
S.C. Code Ann. § 33-41-940 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-940
SECTION 33-41-940. Dissolution by decree of court.
Status: in_force

(1) On application by or for a partner the court shall decree a dissolution whenever (a) a partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) a partner becomes in any other way incapable of performing his part of the partnership contract, (c) a partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business, (d) a partner wilfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him, (e) the business of the partnership can only be carried on at a loss or (f) other circumstances render a dissolution equitable. (2) On the application of the purchaser of a partner's interest under SECTION 33-41-740 or 33-41-750 the court shall decree a dissolution (a) after the termination of the specified term or particular undertaking or (b) at any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
S.C. Code Ann. § 33-8-106 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-106
SECTION 33-8-106. Staggered terms for directors.
Status: in_force

If there are six or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. The terms of directors in the first group expire at the first annual shareholders' meeting after their election; the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors are chosen for a term of two years or three years, as the case may be, to succeed those directors whose terms expire.
S.C. Code Ann. § 33-2-106 — SC Code / Title 33 / Chapter 2 / Section 33-2-106
SECTION 33-2-106. Bylaws.
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
S.C. Code Ann. § 33-46-240 — SC Code / Title 33 / Chapter 46 / Article 2 / Section 33-46-240
SECTION 33-46-240. Naming of telephone cooperative.
Status: in_force

The name of each telephone cooperative shall include the words "Telephone" and "Cooperative" and the abbreviation "Inc."; provided, however, such limitations do not apply if, from an affidavit made by the president or vice president of a telephone cooperative and filed with the Secretary of State, it appears that the telephone cooperative desires to transact business in another state and is precluded therefrom by reason of its name.
S.C. Code Ann. § 33-31-621 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-621
SECTION 33-31-621. Termination, expulsion, and suspension.
Status: in_force

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (b) A procedure is fair and reasonable when either: (1) the articles or bylaws set forth a procedure that provides: (i) not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefore; and (ii) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or (2) it is fair and reasonable taking into consideration all of the relevant facts and circumstances. (c) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records. (d) A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination. (e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion or suspension.
S.C. Code Ann. § 33-57-170 — SC Code / Title 33 / Chapter 57 / Section 33-57-170
SECTION 33-57-170. Penalties.
Status: repealed

(A) A person or organization that knowingly and wilfully conducts a nonprofit raffle without obtaining the necessary registration or qualifying for an exemption is guilty of conducting an illegal lottery and, upon conviction of a first offense, must be fined not more than one thousand dollars or imprisoned not more than one year, or both. For a second or subsequent offense, a person or organization 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 or organization that knowingly and wilfully violates a provision of this chapter with the intent to deceive or defraud an individual or nonprofit organization is guilty of a misdemeanor and, upon conviction of a first offense, must be fined not more than five thousand dollars or imprisoned not more than one year, or both. For a second or subsequent offense, a person or organization 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. (C) A person or organization that knowingly and wilfully gives false or misleading information to the Secretary in a registration or report required by this chapter is guilty of a misdemeanor and, upon conviction of a first offense, must be fined not more than two thousand dollars or imprisoned not more than one year, or both. For a second or subsequent offense, a person or organization 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. (D) Upon the conviction of a member of a nonprofit organization or the conviction of a nonprofit organization for a violation pursuant to this section, all proceeds of the raffle from which the offense arose shall be disgorged to the Secretary. Proceeds disgorged pursuant to this chapter shall be retained by the Secretary for purposes of enforcement of this chapter. (E) An organization whose officer or director is convicted of a violation pursuant to this section shall be prohibited from registering to conduct a raffle for a period of no less than five calendar years after the date of the conviction. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-36-630 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-630
SECTION 33-36-630. Indemnification of board members who become parties to proceedings.
Status: in_force

Unless limited by its articles of incorporation, a corporation not-for-profit must indemnify against reasonable expenses incurred by a board member who is successful on the merits or otherwise in the defense of a proceeding to which he is a party because of his board membership.
S.C. Code Ann. § 33-6-310 — SC Code / Title 33 / Chapter 6 / Article 3 / Section 33-6-310
SECTION 33-6-310. Corporation's acquisition of own shares.
Status: in_force

(a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation. (c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth: (1) the name of the corporation; (2) the reduction of the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
S.C. Code Ann. § 33-31-1422 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1422
SECTION 33-31-1422. Reinstatement following administrative dissolution.
Status: in_force

(a) A corporation administratively dissolved under Section 33-31-1421 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the corporation and the effective date of its administrative dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of Section 33-31-401. (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Section 33-31-504. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
S.C. Code Ann. § 33-31-204 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-204
SECTION 33-31-204. Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who knew or reasonably should have known that there was no incorporation.
S.C. Code Ann. § 33-10-105 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-105
SECTION 33-10-105. Amendment before issuance of shares.
Status: in_force

(a) If a corporation has not yet issued shares, its board of directors or, if directors have not been named, its incorporators may adopt amendments to the corporation's articles of incorporation by a unanimous vote. (b) If any amendment permitted by subsection (a) effects a material change in the articles of incorporation, subscribers not assenting to the amendment may rescind their subscriptions without liability, notwithstanding any contrary provision of the subscription agreement or Chapters 1 thru 20 of this title.
S.C. Code Ann. § 33-49-610 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-610
SECTION 33-49-610. Trustees.
Status: in_force

(A) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative which is a member of the cooperative. Unless otherwise provided in the bylaws, each trustee's principal residence, as determined by South Carolina voter registration law, must be served by the cooperative. The bylaws must prescribe the number of trustees, 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. (B) The bylaws also may provide for the removal of trustees from office and for the election of their successors as follows: (1)(a) A temporary suspension of a trustee for cause may occur upon the affirmative vote of at least two-thirds of the members of the board until the next annual or special meeting. At that meeting the membership may remove the suspended trustee for cause from the board by an affirmative vote of a majority of the members present and voting. In the event the membership refuses to vote to remove the trustee, he must be reinstated immediately with all the powers of his office and continue to serve for the remainder of his elected term. (b) "Cause" for removal of a trustee under this section means fraudulent or dishonest acts, or gross abuse of authority in the discharge of duties to the cooperative and must be established after written notice of specific charges and opportunity to meet and refute charges. (2) A successor may be elected as provided by the bylaws of the cooperative. This subsection does not apply to a cooperative when a majority of its members are other cooperatives. Cooperatives which are excluded from the removal provisions of this subsection may provide any terms and conditions for removal of trustees as may be authorized in their bylaws. (C) If a husband and wife hold a joint membership in a cooperative, one, but not both, may be elected a trustee. (D) The board of trustees may exercise all of the powers of a cooperative except those powers conferred upon the members by this chapter, its articles of incorporation, or bylaws. (E) Notwithstanding any provisions in the bylaws to the contrary, a vacancy in the office of trustee occurring for any reason other than expiration of a term may be filled only for the remainder of the unexpired term by a vote of the membership at the next annual meeting. (F) If a vacancy in the office of trustee occurs more than six months from the date of the next annual meeting, a new trustee may be appointed to fill the vacancy on an interim basis by the nominations committee of the cooperative provided: (1) the new trustee is not a "family member", as defined in Section 8-13-100(15), of the trustee whose departure created the vacancy; (2) the new trustee is not "an individual with whom he is associated", as defined in Section 8-13-100(21), of the trustee whose departure created the vacancy; (3) the new trustee cannot continue to serve as a trustee past the date of the next annual meeting occurring after his appointment, subject to annual meeting notice requirements, without being duly elected by the membership to fill the remainder of the unexpired term. 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 6, in (A), inserted the second sentence; and added (E) and (F), relating to vacancies in the office of trustee.
S.C. Code Ann. § 33-13-103 — SC Code / Title 33 / Chapter 13 / Article 1 / Section 33-13-103
SECTION 33-13-103. Dissent by nominees and beneficial owners.
Status: in_force

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares to which he dissents and his other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if he dissents with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote. A beneficial shareholder asserting dissenters' rights to shares held on his behalf shall notify the corporation in writing of the name and address of the record shareholder of the shares, if known to him.
S.C. Code Ann. § 33-18-410 — SC Code / Title 33 / Chapter 18 / Article 5 / Section 33-18-410
SECTION 33-18-410. Ordinary relief.
Status: in_force

(a) If the court finds that any grounds for relief described in Section 33-18-400(a) exist, it may order one or more of the following types of relief: (1) the performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers of or any other party to the proceeding; (2) the cancelation or alteration of any provision in the corporation's articles of incorporation or bylaws; (3) the removal from office of any director or officer; (4) the appointment of any individual as a director or officer; (5) an accounting with respect to any matter in dispute; (6) the appointment of a custodian to manage the business and affairs of the corporation; (7) the appointment of a provisional director who has all the rights, powers, and duties of an elected director to serve for the term and under the conditions prescribed by the court; (8) the payment of dividends; (9) the award of damages to any aggrieved party. (b) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
S.C. Code Ann. § 33-45-80 — SC Code / Title 33 / Chapter 45 / Section 33-45-80
SECTION 33-45-80. Minimum amount and par value of stock.
Status: in_force

No association shall be formed under this chapter with a capital stock less than one hundred dollars. The par value of the shares shall not be less than five dollars.
S.C. Code Ann. § 33-42-1050 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1050
SECTION 33-42-1050. Distribution in kind.
Status: in_force

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
S.C. Code Ann. § 33-8-108 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-108
SECTION 33-8-108. Removal of directors by shareholders.
Status: in_force

(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (e) "Cause" for removal of a director under this section means fraudulent or dishonest acts, or gross abuse of authority in the discharge of duties to the corporation, and must be established after written notice of specific charges and opportunity to meet and refute such charges.
S.C. Code Ann. § 33-49-1330 — SC Code / Title 33 / Chapter 49 / Article 15 / Section 33-49-1330
SECTION 33-49-1330. Suits; securing evidences of indebtedness.
Status: in_force

Any such foreign corporation may sue and be sued in the courts of this State to the same extent that a cooperative may sue or be sued in such courts. Any such foreign corporation may secure its notes, bonds or other evidences of indebtedness by mortgage, pledge, deed of trust or other encumbrance upon any or all of its then owned or after-acquired real or personal property, assets or franchises located or to be located in this State and also upon the revenues and income thereof.
S.C. Code Ann. § 33-42-1670 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1670
SECTION 33-42-1670. Transaction of business without registration.
Status: in_force

(a) A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State. (b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration. (d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.
S.C. Code Ann. § 33-31-1509 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1509
SECTION 33-31-1509. Resignation of registered agent of foreign corporation.
Status: in_force

(a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) After filing the statement, the Secretary of State shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its application for certificate of authority or most recent notice of change of principal office. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
S.C. Code Ann. § 33-19-420 — SC Code / Title 33 / Chapter 19 / Article 5 / Section 33-19-420
SECTION 33-19-420. Judicial dissolution.
Status: in_force

The Attorney General may commence a proceeding under Sections 33-14-300 through 33-14-330 to dissolve a professional corporation if: (1) the Secretary of State or a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation serves written notice on the corporation under Section 33-1-300 that it has violated or is violating a provision of this chapter; (2) the corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State or licensing authority that it did not occur, within sixty days after service of the notice is perfected under Section 33-1-300; and (3) the Secretary of State or licensing authority certifies to the Attorney General a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty days after perfection of service of the notice.
S.C. Code Ann. § 33-18-500 — SC Code / Title 33 / Chapter 18 / Article 6 / Section 33-18-500
SECTION 33-18-500. Application to existing corporations.
Status: in_force

This chapter applies to all corporations electing statutory close corporation status under Section 33-18-103 after its effective date.
S.C. Code Ann. § 33-44-812 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-812
SECTION 33-44-812. Appeal from denial of reinstatement.
Status: in_force

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denial of reinstatement to the circuit court within 30 days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the company's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved company or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-44-111 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-111
SECTION 33-44-111. Service of process.
Status: in_force

(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company. (b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served. (c) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State, or a clerk in the limited liability company department of the Secretary of State's office duplicate copies of the process, notice, or demand. If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its designated office. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (d) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service. (e) This section does not affect the right to serve process, notice, or demand in any manner otherwise provided by law.
S.C. Code Ann. § 33-49-1220 — SC Code / Title 33 / Chapter 49 / Article 13 / Section 33-49-1220
SECTION 33-49-1220. Articles of conversion.
Status: in_force

The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: (1) The name of the corporation prior to its conversion into a cooperative; (2) The address of the principal office of such corporation; (3) The date of the filing of the articles of incorporation of such corporation in the office of the Secretary of State; (4) The statute or statutes under which such corporation was organized; (5) The name assumed by such corporation; (6) A statement that such corporation elects to become a cooperative nonprofit membership corporation subject to this chapter; (7) The manner and basis of converting either memberships in or shares of stock of such corporation into memberships therein after completion of the conversion; and (8) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of such corporation.
S.C. Code Ann. § 33-31-1405 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1405
SECTION 33-31-1405. Revocation of dissolution.
Status: in_force

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if member or third person action was required to revoke the dissolution, the information required by Section 33-31-1404(a)(5) and (6). (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
S.C. Code Ann. § 33-1-102 — SC Code / Title 33 / Chapter 1 / Article 1 / Section 33-1-102
SECTION 33-1-102. Reservation of power to amend or repeal.
Status: in_force

The General Assembly of South Carolina has power to provide regulations regarding Chapters 1 through 20 of this Title and to amend or repeal all or any part of Chapters 1 through 20 of Title 33 or its regulations at any time; and all domestic and foreign corporations subject to Chapters 1 through 20 of this Title are governed by the amendment or repeal.
S.C. Code Ann. § 33-47-830 — SC Code / Title 33 / Chapter 47 / Article 9 / Section 33-47-830
SECTION 33-47-830. Matters which must be referred to members.
Status: in_force

Upon demand of one third of the entire board of directors any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting. A special meeting may be called for this purpose.
S.C. Code Ann. § 33-46-500 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-500
SECTION 33-46-500. Number and qualifications of directors; removal and election of successors.
Status: in_force

(A) The business affairs of a telephone cooperative must be managed by a board of not less than three directors, each of whom must be a member of the telephone cooperative or of another cooperative which is a member of the telephone cooperative. The bylaws must prescribe the number of directors, their qualifications (other than those qualifications provided for in this chapter), the manner of holding meetings of the board, and the filling of vacancies on the board. (1) If a husband and wife hold a joint membership in a telephone cooperative, one, but not both, may be elected as a director. (2) The board of directors may exercise all of the powers of a telephone cooperative, except those powers conferred upon the members by this chapter or by the telephone cooperative's articles of incorporation or bylaws. (B) The bylaws also may provide for the removal of directors from office and for the election of their successors as follows: (1)(a) A temporary suspension of a director for cause may occur upon the affirmative vote of at least two-thirds of the members of the board. The suspension must be enforced until the next annual or special meeting. At the next meeting, the membership may remove the suspended director for cause from the board by an affirmative vote of a majority of the members present and voting. In the event the members refuse to vote to remove the director, he must be reinstated immediately with all the powers of his office and he shall continue to serve for the remainder of his elected term. (b) "Cause" for removal of a director under this subsection means fraudulent or dishonest acts, gross abuse of authority in the discharge of duties to the telephone cooperative, or failure to adhere to such obligations, duties, or qualifications as the bylaws may prescribe. Cause may not be found unless written notice of the specific charges and opportunity to meet and refute such charges has been provided to the director. (c) If a removal occurs pursuant to this subsection, a successor must be elected as provided by the bylaws of the telephone cooperative. (2) Two-thirds of the members present and voting at a meeting legally called according to the bylaws of the telephone cooperative may remove any director, with or without cause.
S.C. Code Ann. § 33-47-620 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-620
SECTION 33-47-620. Preferred stock.
Status: in_force

Any association organized with stock under this chapter may issue preferred stock, with or without the right to vote. Such stock may be redeemable or retirable by the association on such term and conditions as may be provided for by the articles of incorporation and printed on the face of the certificate.
S.C. Code Ann. § 33-4-103 — SC Code / Title 33 / Chapter 4 / Section 33-4-103
SECTION 33-4-103. Registered name.
Status: in_force

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by Section 33-15-106, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under Section 33-4-101(b)(3). (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by Section 33-15-106, by delivering to the Secretary of State for filing an application: (1) setting forth its corporate name, or its corporate name with any addition required by Section 33-15-106, the state or country and date of its incorporation, 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 document of similar import) from the state or country of incorporation. (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, when filed, renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under Chapters 1 through 20 of this Title 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. § 33-5-104 — SC Code / Title 33 / Chapter 5 / Section 33-5-104
SECTION 33-5-104. Service on corporation.
Status: in_force

Service of process on a corporation must be in accord with the applicable provisions of Title 15.
S.C. Code Ann. § 33-15-330 — SC Code / Title 33 / Chapter 15 / Article 3 / Section 33-15-330
SECTION 33-15-330. Reinstatement.
Status: in_force

(A) A foreign corporation whose certificate of authority has been revoked administratively under Section 33-15-310 may apply to the Secretary of State for reinstatement at any time after the effective date of revocation. The application must: (1) recite the name of the foreign corporation and the effective date of its administrative revocation; (2) state that the grounds for revocation either did not exist or have been eliminated; (3) state that the foreign corporation's name satisfies the requirements of Section 33-4-101; (4) contain a certificate from the South Carolina Department of Revenue stating that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid. (B) If the Secretary of State determines that the application contains the information required by subsection (A) and that the information is correct, he shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the foreign corporation. (C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the foreign corporation may resume carrying on its business as if the administrative revocation had never occurred.
S.C. Code Ann. § 33-41-1010 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1010
SECTION 33-41-1010. Effect of dissolution on existing liability of partner.
Status: in_force

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business. (3) When a person agrees to assume the existing obligations of a dissolved partnership the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations. (4) The individual property of a deceased partner must be liable for those obligations of the partnership incurred while he was a partner and for which he was liable under Section 33-41-370 but subject to the prior payment of his separate debts.
S.C. Code Ann. § 33-44-1006 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1006
SECTION 33-44-1006. Revocation of certificate of authority.
Status: in_force

(a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsection (b) if: (1) the company fails to: (i) pay a fee, tax, or penalty owed to this State; (ii) appoint and maintain an agent for service of process as required by this article; or (iii) file a statement of a change in the name or business address of the agent as required by this article; or (2) a misrepresentation has been made of a material matter in any application, report, affidavit, or other record submitted by the company pursuant to this article. (b) The Secretary of State may not revoke a certificate of authority of a foreign limited liability company unless the Secretary of State sends the company notice of the revocation, at least sixty days before its effective date, by a record addressed to its agent for service of process in this State, or if the company fails to appoint and maintain a proper agent in this State, addressed to the office required to be maintained by Section 33-44-108. The notice must specify the cause for the revocation of the certificate of authority. The authority of the company to transact business in this State ceases on the effective date of the revocation unless the foreign limited liability company cures the failure before that date.
S.C. Code Ann. § 33-36-1040 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1040
SECTION 33-36-1040. Submission of certificate of dissolution and affidavit to Secretary of State.
Status: in_force

The certificate of dissolution and affidavit must be submitted to the Secretary of State for filing and the corporation not-for-profit must cease to carry on its business, except as is necessary for the winding up of its business. Its corporate existence continues until articles of dissolution have been filed by the Secretary of State.
S.C. Code Ann. § 33-37-630 — SC Code / Title 33 / Chapter 37 / Article 7 / Section 33-37-630
SECTION 33-37-630. Election of directors; vacancies.
Status: in_force

The board of directors must be elected in the first instance by the incorporators and after that time at each annual meeting of the corporation or, if no annual meeting is held in any year, at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors in the manner prescribed in the charter of the corporation. The directors must hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. A vacancy in the office of a director elected by the members must be filled by the directors elected by the members, and a vacancy in the office of a director elected by the stockholders must be filled by the directors elected by the stockholders. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "two-thirds" for "two thirds".
S.C. Code Ann. § 33-36-20 — SC Code / Title 33 / Chapter 36 / Article 1 / Section 33-36-20
SECTION 33-36-20. Issuance of stock; compensation of members and officers; disposition of assets upon dissolution.
Status: in_force

A corporation incorporated pursuant to this chapter may not own or issue shares of stock representing ownership interests in the corporation itself. A corporation incorporated pursuant to this chapter may pay compensation in a reasonable amount to its members, board members, and officers for services rendered, and may confer benefits upon its members in conformity with its purposes. Upon dissolution or final liquidation of the corporation incorporated pursuant to this chapter, the residual assets must be disposed of in the manner required for organizations exempt from federal income tax as described in Section 501(c)(12) of the Internal Revenue Code of 1986.
S.C. Code Ann. § 33-44-902 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-902
SECTION 33-44-902. Conversion of partnership or limited partnership to limited liability company.
Status: in_force

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement. (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof. (d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file articles of organization in the office of the Secretary of State which satisfy the requirements of Section 33-44-203 and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (2) its former name; (3) a statement of the number of votes cast by the partners 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 under subsection (b); and (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect. (f) A conversion takes effect when the articles of organization are filed in the office of the Secretary of State or at any later date specified in the articles of organization. (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
S.C. Code Ann. § 33-44-804 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-804
SECTION 33-44-804. Member's or manager's power and liability as agent after dissolution.
Status: in_force

(a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the company under Section 33-44-301 before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
S.C. Code Ann. § 33-31-702 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-702
SECTION 33-31-702. Special meetings.
Status: in_force

(a) A corporation with members shall hold a special meeting of members: (1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) except as provided in the articles or bylaws of a religious corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) has been met. (c) If a notice for a special meeting demanded under subsection (a)(2) is not given pursuant to Section 33-31-705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d), a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to Section 33-31-705. (d) Special meetings of members may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by Section 33-31-705 may be conducted at a special meeting of members. (f) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at special membership meetings may, by means of remote communication: (1) participate in a special membership meeting; and (2) be deemed present and in person and vote at a special membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special membership meeting is a member of the corporation or proxy holder. Effect of Amendment 2023 Act No. 68, SECTION 4, added (f).
S.C. Code Ann. § 33-44-410 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-410
SECTION 33-44-410. Actions by members.
Status: in_force

(a) A member or manager may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and (3) the rights that otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. (b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
S.C. Code Ann. § 33-46-310 — SC Code / Title 33 / Chapter 46 / Article 3 / Section 33-46-310
SECTION 33-46-310. Representation of ownership interests; voting.
Status: in_force

A telephone cooperative by vote of a majority of the incorporators when originally organized or thereafter by vote of three-fourths of the members present in person or by proxy at a regular or special meeting of the telephone cooperative may elect to have the ownership interest in the telephone cooperative represented by shares, by certificates of membership, or by other evidence of membership. The rights and responsibilities of the members are as defined in the bylaws. No member except a telephone cooperative shall own more than one-fifth of all shares or certificates of membership of the telephone cooperative.
S.C. Code Ann. § 33-44-806 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-806
SECTION 33-44-806. Distribution of assets in winding up limited liability company's business.
Status: in_force

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b). (b) After application of subsection (a), and if the company is required to maintain capital accounts for its members as contemplated by the Internal Revenue Code, as defined in Chapter 6 of Title 12 and applicable treasury regulations, all remaining cash and other assets must be distributed to the members in accordance with their positive capital account balances, determined after taking into account all capital account adjustments for the taxable year of the company during which the distribution occurs, including adjustments for distributions made pursuant to this section.
S.C. Code Ann. § 33-31-1423 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1423
SECTION 33-31-1423. Appeal from denial of reinstatement.
Status: in_force

(a) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the court of common pleas for Richland County within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-41-540 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-540
SECTION 33-41-540. Partner is accountable as a fiduciary.
Status: in_force

(1) Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property. (2) This section applies also to the representative of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representative of the last surviving partner.
S.C. Code Ann. § 33-36-1360 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1360
SECTION 33-36-1360. Rights and powers of district.
Status: in_force

(A) The newly converted district has all rights and powers of a public body politic and corporate of this State including, without limitations, all the rights and powers necessary or convenient to carry out and effectuate its purposes including, but not limited to, the following rights and powers to: (1) have perpetual succession; (2) sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person; (3) adopt, use, and alter a corporate seal; (4) maintain a principal office; (5) adopt, change, amend, and repeal bylaws for the management and regulation of its affairs; (6) receive, administer, and comply with the conditions and requirements respecting any gift, grant, or donation of any property or money; (7) purchase, build, construct, maintain, rent, lease, and operate ditches, tunnels, culverts, flumes, conduits, mains, pipes, trunk and collection lines, dykes, dams, reservoirs, water and wastewater treatment facilities, and any adjunct facility or facilities for the impounding, treatment, production, transmission, distribution, operation, service in connection with the sale of water or supply of sewer service; (8) acquire and operate any type of machinery, appliances, or appurtenances necessary or useful in constructing, operating, and maintaining the system; (9) enter into contracts of short or long duration; (10) prescribe rate charges for its services and enact regulations; (11) make contracts of all kinds and execute all instruments or documents necessary or convenient to carry out the business of the district; (12) sell, lease, exchange, transfer, or otherwise dispose of or grant option for any purpose with respect to any real or personal property or interest in them in conformity with state law; (13) acquire by purchase, lease, gift, or otherwise, or obtain options for the acquisition of any property, real or personal, improved or unimproved, including an interest in land less than the fee in conformity with state law; (14) incur liabilities, lend and borrow money, issue bonds or notes of the district, secure its obligations by mortgage, and pledge or assign any money, rents, charges, or other revenues and any proceeds derived by the district from the sales of property, insurance, or condemnation awards; (15) acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and licenses and other rights or interests in them; (16) authorize the construction, operation, maintenance of any project by any person, firm, or corporation, including political subdivisions and agencies of any state of the United States; (17) apply to the appropriate agencies of the State, the United States or any state, and to any other proper agency for and obtain from them permits, licenses, certificates, or approvals as may be necessary; and construct, maintain, and operate the project in accordance with such license, permits, certificates, or approvals; (18) appoint officers, agents, employees, and servants to prescribe the duties of such, to fix their compensation, and to determine if and to what extent they must be bonded for the faithful performance of their duties; (19) employ engineers, architects, attorneys, appraisers, financial advisors, and other consultants and employers as may be required in the judgment of the district and fix and pay their compensation from funds available to the joint system, if applicable; (20) engage in the business of supplying water, water distribution, or sewage collection or treatment; and (21) exercise, in connection with water or sewage disposal business, the power of eminent domain as prescribed in Section 6-13-50(19). (B) The rates charged for services furnished for the purpose of providing water supply or sewage disposal, or a combination of these services, is not subject to supervision or regulations by any state bureau, board, commission, or like instrumentality or agency of it.
S.C. Code Ann. § 33-31-856 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-856
SECTION 33-31-856. Indemnification of officers, employees, and agents.
Status: in_force

Unless limited by a corporation's articles of incorporation: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 33-31-852 and is entitled to apply for court-ordered indemnification under Section 33-31-854 in each case, to the same extent as a director; (2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation also may indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
S.C. Code Ann. § 33-49-1440 — SC Code / Title 33 / Chapter 49 / Article 17 / Section 33-49-1440
SECTION 33-49-1440. Disconnection when public safety emergency exists.
Status: in_force

Notwithstanding another provision of this article, an electric cooperative may disconnect a member when it is determined that a public safety emergency exists.
S.C. Code Ann. § 33-18-400 — SC Code / Title 33 / Chapter 18 / Article 5 / Section 33-18-400
SECTION 33-18-400. Court action to protect shareholders.
Status: in_force

(a) Subject to satisfying the conditions of subsections (c) and (d), a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in Section 33-18-410, 33-18-420, or 33-18-430 if: (1) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation; (2) the directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or (3) there exist grounds for judicial dissolution of the corporation under Section 33-14-300. (b) A shareholder must commence a proceeding under subsection (a) 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 jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. (c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy. (d) If a shareholder has dissenters' rights under this chapter or chapter 13 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under Section 33-13-210 or to demand payment under Section 33-13-230 or the proceeding is barred. (e) Except as provided in subsections (c) and (d), a shareholder's right to commence a proceeding under this section and the remedies available under Sections 33-18-410 through 33-18-430 are in addition to any other right or remedy he may have.
S.C. Code Ann. § 33-42-1410 — SC Code / Title 33 / Chapter 42 / Article 8 / Section 33-42-1410
SECTION 33-42-1410. Nonjudicial dissolution.
Status: in_force

A limited partnership is dissolved and its affairs must be wound up upon the happening of the first to occur of the following: (1) at the time specified in the certificate of limited partnership; (2) upon the happening of events specified in writing in the partnership agreement; (3) written consent of all partners; (4) an event of withdrawal of a general partner unless (a) at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, or (b) within ninety days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and pursuant to SECTION 33-42-610 to the admission of one or more additional or substitute general partners if necessary or desired; or (5) entry of a decree of judicial dissolution under SECTION 33-42-1420.