S.C. Code Ann. § 35-11-715 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-715
SECTION 35-11-715. Consent orders.
Status: in_force

The Commissioner may enter into a consent order at any time with a person to resolve a matter arising pursuant to this chapter or a regulation or order issued pursuant to this chapter. A consent order must be signed by the person to whom it is issued or by the person's authorized representative, and must indicate agreement with the terms contained in the order. A consent order may provide that it does not constitute an admission by a person that this chapter or a regulation or an order issued pursuant to this chapter has been violated. Effect of Amendment 2024 Act No. 218, SECTION 1, in the first sentence, substituted "Commissioner" for "commissioner" and "regulation" for "rule adopted", and in the third sentence, substituted "regulation" for "rule adopted".
S.C. Code Ann. § 35-1-503 — SC Code / Title 35 / Chapter 1 / Article 5 / Section 35-1-503
SECTION 35-1-503. Evidentiary burden.
Status: in_force

(a) In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
S.C. Code Ann. § 35-2-219 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-219
SECTION 35-2-219. Business combination with interested shareholder; requirements.
Status: in_force

Notwithstanding any other provision of law, except Sections 35-2-218 and 35-2-220 through 35-2-223, a resident domestic corporation may not engage at any time in any business combination with any interested shareholder of the resident domestic corporation other than a business combination meeting all requirements of the articles of incorporation of the domestic corporation and the requirements specified in any of the following: (1) a business combination approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date, or as to which the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date had been approved by the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date; (2) a business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares not beneficially owned by the interested shareholder proposing the business combination, or any affiliate or associate of the interested shareholder proposing the business combination, at a meeting called for that purpose no earlier than two years after the interested shareholder's share acquisition date; (3) a business combination that meets all of the following conditions: (A) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of common stock of the resident domestic corporation in the business combination is at least equal to the higher of the following: (i) the highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent or more of the outstanding voting shares of the resident domestic corporation, for any shares of common stock of the same class or series acquired by it within the two-year period immediately before the announcement date with respect to the business combination or within the two-year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since the earliest date, up to the amount of the interest; (ii) the market value per share of common stock on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since that date, up to the amount of the interest. (B) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common stock, of the resident domestic corporation is at least equal to the highest of the following (whether or not the interested shareholder has previously acquired any shares of the class or series of shares): (i) the highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner (directly or indirectly) of five percent or more of the outstanding voting shares of the resident domestic corporation, for any shares of the class or series of shares acquired by it within the two-year period immediately before the announcement date with respect to the business combination or within the two-year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since the earliest date, up to the amount of the interest; (ii) the highest preferential amount per share to which the holders of shares of the class or series of shares are entitled in the event of any voluntary liquidation, dissolution, or winding up of the resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which the holders are entitled before payment of dividends, on some other class or series of shares (unless the aggregate amount of the dividends is included in the preferential amount); (iii) the market value per share of the class or series of shares on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate of one-year United States Treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the class or series of shares since that date, up to the amount of the interest. (C) The consideration to be received by holders of a particular class or series of outstanding shares, including common stock, of the resident domestic corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it, and the consideration must be distributed promptly. (D) The holders of all outstanding shares of the resident domestic corporation not beneficially owned by the interested shareholder immediately before the consummation of the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with subitems (A), (B), and (C). (E) After the interested shareholder's share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional voting shares of the resident domestic corporation except: (i) as part of the transaction that resulted in the interested shareholder becoming an interested shareholder; (ii) by virtue of proportionate share splits, share dividends, or other distributions of shares in respect of shares not constituting a business combination under Section 35-2-205(5); (iii) through a business combination meeting all of the conditions of Section 35-2-218 and this section; or (iv) through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirement of subitems (A), (B), and (C).
S.C. Code Ann. § 35-11-530 — SC Code / Title 35 / Chapter 11 / Article 5 / Section 35-11-530
SECTION 35-11-530. Confidentiality.
Status: in_force

(A) Except as otherwise provided in subsection (B), all information or reports obtained by the Commissioner from an applicant, licensee, or authorized delegate, and all information contained in or related to an examination, investigation, operating report, or condition report prepared by, on behalf of, or for the use of the Commissioner, or financial statements, balance sheets, or authorized delegate information, are confidential and are not subject to disclosure under Section 30-4-10, et seq. (B) The Commissioner may disclose information not otherwise subject to disclosure under subsection (A) to representatives of state or federal agencies who promise in a record that they will maintain the confidentiality of the information or where the Commissioner finds that the release is reasonably necessary for the protection and interest of the public in accordance with Section 30-4-10, et seq. (C) This section does not prohibit the commissioner from disclosing to the public a list of persons licensed under this chapter or the aggregated financial data concerning those licensees. (D) Information contained in the records of the Commissioner that is not confidential and may be made available to the public either on the Commissioner's website, upon receipt by the Commissioner of a written request, or in NMLS must include: (1) the name, business address, telephone number, and unique identifier of a licensee; (2) the business address of a licensee's registered agent for service; (3) the name, business address, and telephone number of all authorized delegates; (4) the terms of or a copy of any bond filed by a licensee, provided that confidential information including, but not limited to, prices and fees for such bond is redacted; (5) copies of any nonconfidential final orders of the Commissioner relating to any violation of this chapter or regulations implementing this chapter; and (6) imposition of an administrative fine or penalty under this chapter. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-11-105 — SC Code / Title 35 / Chapter 11 / Article 1 / Section 35-11-105
SECTION 35-11-105. Definitions.
Status: in_force

As used in this chapter: (1) "Acting in concert" means persons knowingly acting together with a common goal of jointly acquiring control of a licensee whether or not pursuant to an express agreement. (2) "Applicant" means a person that files an application for a license pursuant to this act. (3) "Authorized delegate" means a person a licensee designates to provide money services on behalf of the licensee. (4) "Average daily money transmission liability" means the amount of the licensee's outstanding money transmission obligations in this State at the end of each day in a given period of time, added together, and divided by the total number of days in the given period of time. For purposes of calculating average daily money transmission liability under this chapter for any licensee required to do so, the given period of time must be the quarters ending March thirty-first, June thirtieth, September thirtieth, and December thirty-first. (5) "Bank Secrecy Act" means the Bank Secrecy Act, 31 U.S.C. Section 5311, et seq., and its implementing regulations, as amended and recodified from time to time. (6) "Closed-loop stored value" means stored value that is redeemable by the issuer only for goods or services provided by the issuer or its affiliate or franchisee of the issuer or its affiliate, except to the extent required by applicable law to be redeemable in cash for its cash value. (7) "Commissioner" means the South Carolina Attorney General. (8)(a) "Control" means: (i) the power to vote, directly or indirectly, at least twenty-five percent of the outstanding voting shares or voting interests of a licensee or person in control of a licensee; (ii) the power to elect or appoint a majority of key individuals or executive officers, managers, directors, trustees, or other persons exercising managerial authority of a licensee or person in control of a licensee; or (iii) the power to exercise, directly or indirectly, a controlling influence over the management or policies of a licensee or person in control of a licensee. (b)(i) A person is presumed to exercise a controlling influence when the person holds the power to vote, directly or indirectly, at least ten percent of the outstanding voting shares or voting interests of a licensee or person in control of a licensee. (ii) A person presumed to exercise a controlling influence as defined by this subitem can rebut the presumption of control if the person is a passive investor. (c) For purposes of determining the percentage of a person controlled by any other person, the person's interest must be aggregated with the interest of any other immediate family member, including the person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any other person who shares such person's home. (9) "Currency exchange" means receipt of revenues from the exchange of money of one government for money of another government. (10) "Eligible rating" means a credit rating of any of the three highest rating categories provided by an eligible rating service, whereby each category may include rating modifiers such as "plus" or "minus" for S&P, or the equivalent for any other eligible rating service. Long-term credit ratings are considered to be eligible if the rating is equal to A- or higher by S&P, or the equivalent from any other eligible rating service. Short-term credit ratings are deemed eligible if the rating is equal to or higher than A-2 or SP-2 by S&P, or the equivalent from any other eligible rating service. In the event that ratings differ among eligible rating services, the highest rating shall apply when determining whether a security bears an eligible rating. (11) "Eligible rating service" means any Nationally Recognized Statistical Rating Organization (NRSRO) as defined by the U.S. Securities and Exchange Commission, and any other organization designated by the Commissioner by rule or order. (12) "Executive officer" means a president, chairperson of the executive committee, chief financial officer, responsible individual, or other individual who performs similar functions. (13) "Federally insured depository financial institution" means a bank, credit union, savings and loan association, trust company, savings association, savings bank, industrial bank, or industrial loan company organized under the laws of the United States or any state of the United States, when such bank, credit union, savings and loan association, trust company, savings association, savings bank, industrial bank, or industrial loan company has federally insured deposits. (14) "In this State" means at a physical location within this State for a transaction requested in person. For a transaction requested electronically or by phone, the provider of the money transmission may determine if the person requesting the transaction is "in this State" by relying on other information provided by the person regarding the location of the individual's residential address or a business entity's principal place of business or other physical address location, and any records associated with the person that the provider of money transmission may have that indicate such location including, but not limited to, an address associated with an account. (15) "Individual" means a natural person. (16) "Key individual" means any individual ultimately responsible for establishing or directing policies and procedures of the licensee, such as an executive officer, manager, director, or trustee. (17) "Licensee" means a person licensed pursuant to this act. (18) "Material litigation" means litigation, that according to United States Generally Accepted Accounting Principles, is significant to a person's financial health and would be required to be disclosed in the person's annual audited financial statements, report to shareholders, or similar records. (19) "Monetary value" means a medium of exchange, whether or not redeemable in money. (20) "Money" means a medium of exchange that is authorized or adopted by the United States or a foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more governments. (21) "Money services" means money transmission or currency exchange. (22)(a) "Money transmission" means any of the following: (i) selling or issuing payment instruments to a person located in this State; (ii) selling or issuing stored value to a person located in this State; or (iii) receiving money for transmission in this State. (b) The term does not include the provision solely of delivery, online or telecommunications services, or network access. (23) "MSB-accredited state" means a state agency that is accredited by the Conference of State Bank Supervisors and Money Transmitter Regulators Association for money transmission licensing and supervision. (24) "Multistate licensing process" means any agreement entered into by and among state regulators relating to coordinated processing of applications for money transmission licenses, applications for the acquisition of control of a licensee, control determinations, or notice and information requirements for a change of key individuals. (25) "NMLS" means the Nationwide Multistate Licensing System and Registry developed by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators and owned and operated by the State Regulatory Registry, LLC, or any successor or affiliated entity, for the licensing and registration of persons in financial services industries. (26) "Outstanding money transmission obligation" is established and extinguished in accordance with applicable state law and means: (a) any payment instrument or stored value issued or sold by the licensee to a person located in the United States or reported as sold by an authorized delegate of the licensee to a person that is located in the United States that has not yet been paid or refunded by or for the licensee, or escheated in accordance with applicable abandoned property laws; or (b) any money received for transmission by the licensee or an authorized delegate in the United States from a person located in the United States that has not been received by the payee or refunded to the sender or escheated in accordance with applicable abandoned property laws. (c) For purposes of this subsection, "in the United States" includes, to the extent applicable, a person in any state, territory, or possession of the United States; the District of Columbia; the Commonwealth of Puerto Rico; or a U.S. military installation that is located in a foreign country. (27) "Passive investor" means a person that: (a) does not have the power to elect a majority of key individuals or executive officers, managers, directors, trustees, or other persons exercising managerial authority of a person in control of a licensee; (b) is not employed by and does not have any managerial duties of the licensee or person in control of a licensee; (c) does not have the power to exercise, directly or indirectly, a controlling influence over the management or policies of a licensee or person in control of a licensee; and (d) either: (i) attests to subitems (a), (b), and (c), in a form and in a medium prescribed by the Commissioner; or (ii) commits to the passivity characteristics of subitems (a), (b), and (c), in a written document. (28) "Payment instrument" means a written or electronic check, draft, money order, traveler's check, or other written or electronic instrument for the transmission or payment of money or monetary value, whether or not negotiable. The term does not include stored value or any instrument that (A) is redeemable by the issuer only for goods or services provided by the issuer or its affiliate or franchisee of the issuer or its affiliate, except to the extent required by applicable law to be redeemable in cash for its cash value; or (B) not sold to the public but issued and distributed as part of a loyalty, rewards, or promotional program. (29) "Payroll processing services" means delivering wages or salaries on behalf of employers to employees or facilitating the payment of payroll taxes to state and federal agencies, making payments relating to employee benefit plans, making distributions of other authorized deductions from wages or salaries, transmitting other funds on behalf of an employer in connection with transactions related to employees, an employer performing payroll processing services on its own behalf or on behalf of its affiliate, or a professional employment organization subject to regulation under other applicable state law. (30) "Person" means an individual, corporation, trust, general partnership, limited partnership, limited-liability company, association, joint stock corporation, or other corporate entity identified by the Commissioner. (31) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (32) "Receiving money for transmission" or "money received for transmission" means receiving money or monetary value in the United States for transmission within or outside the United States by electronic or other means. (33) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (34) "Stored value" means monetary value representing a claim against the issuer evidenced by an electronic or digital record, and that is intended and accepted for use as a means of redemption for money or monetary value, or payment for goods or services. The term includes, but is not limited to, "prepaid access" as defined by 31 C.F.R. Section 1010.100, as amended or recodified from time to time. Notwithstanding the foregoing, the term "stored value" does not include a payment instrument or closed-loop stored value, or stored value not sold to the public but issued and distributed as part of a loyalty, rewards, or promotional program. (35) "Tangible net worth" means the aggregate assets of a licensee excluding all intangible assets, less liabilities, as determined in accordance with United States Generally Accepted Accounting Principles. (36) "Unsafe or unsound practice" means a practice or conduct by a person licensed to engage in money transmission or an authorized delegate of such a person, which creates the likelihood of material loss, insolvency, or dissipation of the licensee's assets, or otherwise materially prejudices the interests of its customers. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-2-205 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-205
SECTION 35-2-205. "Business combination" defined.
Status: in_force

As used in this article, "business combination", when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following: (1) Any merger of the resident domestic corporation or any subsidiary of the resident domestic corporation with: (A) the interested shareholder; or (B) any other corporation (whether or not itself an interested shareholder of the resident domestic corporation) that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder. (2) Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition in one transaction or a series of transactions to or with the interested shareholder or any affiliate or associate of the interested shareholder of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation: (A) having an aggregate market value equal to ten percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation; (B) having an aggregate market value equal to ten percent or more of the aggregate market value of all the outstanding shares of the resident domestic corporation; or (C) representing ten percent or more of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation. (3) The issuance or transfer by the resident domestic corporation or any subsidiary of the resident domestic corporation in one transaction or a series of transactions of any shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that have an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding shares of the resident domestic corporation to the interested shareholder or any affiliate or associate of the interested shareholder except under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all shareholders of the resident domestic corporation. (4) The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation proposed by, or under any agreement, arrangement, or understanding (whether or not in writing) with, the interested shareholder or any affiliate or associate of the interested shareholder. (5) Any: (A) reclassification of securities (including without limitation any share split, share dividend, or other distribution of shares in respect of shares, or any reverse share split); (B) recapitalization of the resident domestic corporation; (C) merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation; or (D) other transaction (whether or not with or into or otherwise involving the interested shareholder) proposed by, or under any agreement, arrangement, or understanding (whether or not in writing) with, the interested shareholder or any affiliate or associate of the interested shareholder, that has the effect (directly or indirectly) of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of the resident domestic corporation or any subsidiary of the resident domestic corporation that is (directly or indirectly) owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments. (6) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit (directly or indirectly, except proportionately as a shareholder of the resident domestic corporation) of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by or through the resident domestic corporation.
S.C. Code Ann. § 35-11-740 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-740
SECTION 35-11-740. Additional criminal penalties; definitions.
Status: in_force

(A)(1) A person who, knowing that the property involved in a financial transaction represents the proceeds of, or is derived directly or indirectly from the proceeds of unlawful activity, conducts or attempts to conduct such a financial transaction that in fact involves the proceeds: (a) with the intent to promote the carrying on of unlawful activity; or (b) knowing that the transaction is designed in whole or in part to conceal or disguise the nature, location, sources, ownership, or control of the proceeds of unlawful activity is guilty of a felony and, upon conviction, must be punished as follows: (i) for a Class F felony if the transactions exceed three hundred dollars but are less than twenty thousand dollars in a twelve-month period; (ii) for a Class E felony for transactions that total or exceed twenty thousand dollars but are less than one hundred thousand dollars in a twelve-month period; or (iii) for a Class C felony for transactions that total or exceed one hundred thousand dollars in a twelve-month period. In addition to penalties, a person who is found guilty of or who pleads guilty or nolo contendere to having violated this section may be sentenced to pay a fine not to exceed two hundred fifty thousand dollars, or twice the value of the financial transactions, whichever is greater; however, for a second or subsequent violation of this section, the fine may be up to five hundred thousand dollars, or quintuple the value of the financial transactions, whichever is greater. (2) A person who transports, transmits, or transfers, or attempts to transport, transmit, or transfer a monetary instrument or funds from a place in South Carolina to or through a place outside the United States or to a place in South Carolina from or through a place outside the United States: (a) with the intent to promote the carrying on of unlawful activity; or (b) knowing that the monetary instrument or funds involved in the transportation represent the proceeds of unlawful activity and knowing that the transportation is designed in whole or in part to conceal or disguise the nature, location, source, ownership, or control of the proceeds of unlawful activity is guilty of a felony and, upon conviction, must be punished as follows: (i) for a Class F felony if the transactions exceed three hundred dollars but are less than twenty thousand dollars in a twelve-month period; (ii) for a Class E felony for transactions that total or exceed twenty thousand dollars but are less than one hundred thousand dollars in a twelve-month period; or (iii) for a Class C felony for transactions that total or exceed one hundred thousand dollars in a twelve-month period. In addition to penalties, a person who is found guilty of or who pleads guilty or nolo contendere to having violated this section may be sentenced to pay a fine not to exceed two hundred fifty thousand dollars or twice the value of the financial transactions, whichever is greater; however, for a second or subsequent violation of this section, the fine may be up to five hundred thousand dollars, or quintuple the value of the financial transactions, whichever is greater. (3) A person with the intent: (a) to promote the carrying on of unlawful activity; or (b) to conceal or disguise the nature, location, source, ownership, or control of property believed to be the proceeds of unlawful activity, conducts or attempts to conduct a financial transaction involving property represented by a law enforcement officer to be the proceeds of unlawful activity, or property used to conduct or facilitate unlawful activity is guilty of a felony and, upon conviction, must be punished as follows: (i) for a Class F felony if the transactions exceed three hundred dollars but are less than twenty thousand dollars in a twelve-month period; (ii) for a Class E felony for transactions that total or exceed twenty thousand dollars but are less than one hundred thousand dollars in a twelve-month period; or (iii) for a Class C felony for transactions that total or exceed one hundred thousand dollars in a twelve-month period. In addition to penalties, a person who is found guilty of or who pleads guilty or nolo contendere to having violated this section may be sentenced to pay a fine not to exceed two hundred fifty thousand dollars or twice the value of the financial transactions, whichever is greater; however, for a second or subsequent violation of this section, the fine may be up to five hundred thousand dollars or quintuple the value of the financial transactions, whichever is greater. For purposes of this subitem, the term "represented" means a representation made by a law enforcement officer or by another person at the direction of, or with the approval of, a state official authorized to investigate or prosecute violations of this section. (B) A person who conducts or attempts to conduct a transaction described in subsection (A)(1), or transportation described in subsection (A)(2), is liable to the State for a civil penalty of not more than the greater of: (1) the value of the property, funds, or monetary instruments involved in the transaction; or (2) ten thousand dollars. A court may issue a pretrial restraining order or take another action necessary to ensure that a bank account or other property held by the defendant in the United States is available to satisfy a civil penalty under this section. (C) As used in this section: (1) the term "conducts" includes initiating, concluding, or participating in initiating or concluding a transaction; (2) the term "transaction" includes a purchase, sale, loan, pledge, gift, transfer, delivery, or other disposition and, with respect to a financial institution, includes a deposit, withdrawal, transfer between accounts, exchange of currency, loan, extension of credit, purchase or sale of a stock, bond, certificate of deposit, or other monetary instrument, or another payment, transfer, or delivery by, through, or to a financial institution, by whatever means effected; (3) the term "financial transaction" means a transaction involving the movement of funds by wire or other means or involving one or more monetary instruments; (4) the term "monetary instruments" means coin or currency of the United States or of another country, travelers' checks, personal checks, bank checks, money orders, investment securities in bearer form or otherwise in that form that title to it passes upon delivery, and negotiable instruments in bearer form or otherwise in that form that title to it passes upon delivery; (5) the term "financial institution" has the definition given that term in Section 5312(a)(2), Title 31, United States Code, and the regulations promulgated thereunder. (D) Nothing in this section supersedes a provision of law imposing criminal penalties or affording civil remedies in addition to those provided for in this section, and nothing in this section precludes reliance in the appropriate case upon the provisions set forth in Section 44-53-475. Effect of Amendment 2024 Act No. 218, SECTION 1, reenacted the section with no apparent change.
S.C. Code Ann. § 35-1-305 — SC Code / Title 35 / Chapter 1 / Article 3 / Section 35-1-305
SECTION 35-1-305. Securities registration filings.
Status: in_force

(a) A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter. (b) A person filing a registration statement shall pay a filing fee set forth by the Securities Commissioner by rule or order. If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under Section 35-1-306, the Securities Commissioner shall retain a fee set forth by the Securities Commissioner by rule or order. (c) A registration statement filed under Section 35-1-303 or 35-1-304 must specify: (1) the amount of securities to be offered in this State; (2) the States in which a registration statement or similar record in connection with the offering has been or is to be filed; and (3) any adverse order, judgment, or decree issued in connection with the offering by a State securities regulator, the Securities and Exchange Commission, or a court. (d) A record filed under this chapter or the predecessor chapter within five years preceding the filing of a registration statement or filed with the Securities and Exchange Commission and is available to the public without charge via the Internet may be incorporated by reference in the registration statement to the extent that the record is currently accurate. (e) In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or Section 35-1-304, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense. (f) A rule adopted or order issued under this chapter may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this State be impounded until the issuer receives a specified amount from the sale of the security either in this State or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this chapter, but the Securities Commissioner may not reject a depository institution solely because of its location in another State. (g) A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five years. (h) Except while a stop order is in effect under Section 35-1-306, a registration statement is effective for one year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the Securities Commissioner. (i) While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current, and to disclose the progress of the offering. (j) A registration statement may be amended after its effective date. The posteffective amendment becomes effective when the Securities Commissioner so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee set forth by the Securities Commissioner by rule or order. A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.
S.C. Code Ann. § 35-1-411 — SC Code / Title 35 / Chapter 1 / Article 4 / Section 35-1-411
SECTION 35-1-411. Postregistration requirements.
Status: in_force

(a) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a rule adopted or order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investment advisers registered or required to be registered under this chapter. (b) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U. S.C. Section 78o(h)) or Section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall file such financial reports as are required by a rule adopted or order issued under this chapter. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment. (c) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U. S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22): (1) a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this chapter; (2) broker-dealer records required to be maintained under paragraph (1) may be maintained in any form of data storage acceptable under Section 17(a) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78q(a)) if they are readily accessible to the Securities Commissioner; and (3) investment adviser records required to be maintained under paragraph (1) may be maintained in any form of data storage required by rule adopted or order issued under this chapter. (d) The records of a broker-dealer registered or required to be registered under this chapter and of an investment adviser registered or required to be registered under this chapter are subject to such reasonable periodic, special, or other audits or inspections by a representative of the Securities Commissioner, within or without this State, as the Securities Commissioner considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The Securities Commissioner may copy, and remove for audit or inspection copies of, all records the Securities Commissioner reasonably considers necessary or appropriate to conduct the audit or inspection. The Securities Commissioner may assess a reasonable charge for conducting an audit or inspection under this subsection. (e) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U. S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a rule adopted or order issued under this chapter may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount prescribed by rule or order. The Securities Commissioner may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this chapter whose net capital exceeds, or of an investment adviser registered under this chapter whose minimum financial requirements exceed, the amounts required by rule or order under this chapter. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in Section 35-1-509(j)(2). (f) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U. S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client. (g) With respect to an investment adviser registered or required to be registered under this chapter, a rule adopted or order issued under this chapter may require that information or other record be furnished or disseminated to clients or prospective clients in this State as necessary or appropriate in the public interest and for the protection of investors and advisory clients. (h) A rule adopted or order issued under this chapter may require an individual registered under Section 35-1-402 or 35-1-404 to participate in a continuing education program approved by the Securities and Exchange Commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this chapter may require continuing education for an individual registered under Section 35-1-404 except for such registered individuals with twenty-five years or more of licensure in South Carolina who are sixty-five years of age or more. Effect of Amendment 2022 Act No. 167, SECTION 2, in (h), inserted "except for such registered individuals with twenty-five years or more of licensure in South Carolina who are sixty-five years of age or more" following "Section 35-1-404".
S.C. Code Ann. § 35-11-800 — SC Code / Title 35 / Chapter 11 / Article 8 / Section 35-11-800
SECTION 35-11-800. Options available to Commissioner.
Status: in_force

In order to carry out the purposes of this chapter, the Commissioner may, subject to the provisions of Section 35-11-530: (1) enter into agreements or relationships with other governmental officials or federal and state regulatory agencies and regulatory associations in order to improve efficiencies and reduce regulatory burden by standardizing methods or procedures, and sharing resources, records, or related information obtained under this chapter; (2) use, hire, contract, or employ analytical systems, methods, or software to examine or investigate any person subject to this chapter; (3) accept, from other state or federal governmental agencies or officials, licensing, examination, or investigation reports made by such other state or federal governmental agencies or officials; and (4) accept audit reports made by an independent certified public accountant or other qualified third-party auditor for an applicant or licensee and incorporate the audit report in any report of examination or investigation. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-1-302 — SC Code / Title 35 / Chapter 1 / Article 3 / Section 35-1-302
SECTION 35-1-302. Notice filing.
Status: in_force

(a) With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(2)), that is not otherwise exempt under Sections 35-1-201 through 35-1-203, a rule adopted or order issued under this chapter may require the filing of one or more of the following records: (1) before the initial offer of a federal covered security in this State, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with Section 35-1-611 signed by the issuer and the payment of a fee set forth by the Securities Commissioner by rule or order; (2) after the initial offer of the federal covered security in this State, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933; and (3) to the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this State, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee set forth by the Securities Commissioner by rule or order. (b) A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this chapter to be filed and by paying a renewal fee set forth by the Securities Commissioner by rule or order. A previously filed consent to service of process complying with Section 35-1-611 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed. (c) With respect to a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933(15 U.S.C. Section 77r(b)(4) (D)), a rule adopted or order issued under this chapter may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with Section 35-1-611 signed by the issuer not later than fifteen days after the first sale of the federal covered security in this State and the payment of any applicable fee, including any fee for late filing. (d) Except with respect to a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)), if the Securities Commissioner finds that there is a failure to comply with a notice or fee requirement of this section, the Securities Commissioner may issue a stop order suspending the offer and sale of a federal covered security in this State. If the deficiency is corrected, the stop order is void as of the time of its issuance and a penalty for noncompliance may be imposed by the Securities Commissioner in an amount established by rule or order.
S.C. Code Ann. § 35-1-404 — SC Code / Title 35 / Chapter 1 / Article 4 / Section 35-1-404
SECTION 35-1-404. Investment advisor representative registration requirement; exemptions.
Status: in_force

(a) It is unlawful for an individual to transact business in this State as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b). (b) The following individuals are exempt from the registration requirement of subsection (a): (1) an individual who is employed by or associated with an investment adviser that is exempt from registration under Section 35-1-403(b) or a federal covered investment adviser that is excluded from the notice filing requirements of Section 35-1-405; and (2) any other individual exempted by rule adopted or order issued under this chapter. (c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under Section 35-1-405. (d) An individual may not transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a rule adopted or order issued under this chapter allows an individual to act as an investment adviser representative for more than one investment adviser or federal covered investment adviser. (e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this State on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the Securities Commissioner, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser. (f) An investment adviser registered under this chapter, a federal covered investment adviser that has filed a notice under Section 35-1-405, or a broker-dealer registered under this chapter is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this chapter, a federal covered investment adviser who has filed a notice under Section 35-1-405, or a broker-dealer registered under this chapter with which the individual is employed or associated as an investment adviser representative.
S.C. Code Ann. § 35-11-700 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-700
SECTION 35-11-700. Suspension and revocation.
Status: in_force

(A) The Commissioner may suspend or revoke a license or order a licensee to revoke the designation of an authorized delegate if: (1) the licensee violates this chapter or a regulation or an order issued pursuant to this chapter; (2) the licensee does not cooperate with an examination or investigation by the Commissioner; (3) the licensee engages in fraud, intentional misrepresentation, or gross negligence; (4) an authorized delegate is convicted of a violation of a state or federal anti-money laundering statute, or violates a regulation or an order issued pursuant to this chapter, as a result of the licensee's wilful misconduct or wilful blindness; (5) the competence, experience, character, or general fitness of the licensee, authorized delegate, person in control of a licensee, or key individual of the licensee or authorized delegate indicates that it is not in the public interest to permit the person to provide money services; (6) the licensee engages in an unsafe or unsound practice; (7) the licensee is insolvent, suspends payment of its obligations, or makes a general assignment for the benefit of its creditors; (8) the licensee does not remove an authorized delegate after the Commissioner issues and serves upon the licensee a final order including a finding that the authorized delegate has violated this chapter; or (9) the licensee is the subject of a final order, including a denial, suspension, or revocation, by this or any other state or federal financial services regulator, including a state or federal money services regulator, that was entered against the licensee within the past five years. (B) In determining whether a licensee is engaging in an unsafe or unsound practice, the Commissioner may consider the size and condition of the licensee's money transmission, the magnitude of the loss, the gravity of the violation of this chapter or a regulation or order issued pursuant to this chapter, and the previous conduct of the person involved. (C) In determining whether to suspend or revoke a license under subsection (A)(9), the Commissioner may consider if the licensee subject to the final order is currently licensed to conduct business in the jurisdiction where the order was entered. (D) The Commissioner shall issue a formal written notice of the suspension or revocation. The Commissioner shall set forth in the order the specific reasons for the suspension or revocation. A licensee may request a hearing within thirty days after receipt of the written notice of suspension or revocation pursuant to Section 35-11-710. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-2-225 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-225
SECTION 35-2-225. Severability.
Status: in_force

If any section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article is declared invalid, unenforceable, unlawful, or unconstitutional by a court of competent jurisdiction by final judgment, that judgment shall not affect or does not affect any other section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article which will remain in full force and effect as if the portion declared invalid or unconstitutional was not a part thereof originally.
S.C. Code Ann. § 35-1-405 — SC Code / Title 35 / Chapter 1 / Article 4 / Section 35-1-405
SECTION 35-1-405. Federal covered investment adviser notice filing requirement.
Status: in_force

(a) Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this State as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c). (b) The following federal covered investment advisers are not required to comply with subsection (c): (1) a federal covered investment adviser without a place of business in this State if its only clients in this State are: (A) federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter; (B) institutional investors; (C) bona fide preexisting clients whose principal places of residence are not in this State; or (D) other clients specified by rule adopted or order issued under this chapter; (2) a federal covered investment adviser without a place of business in this State if the person has had, during the preceding twelve months, not more than five clients that are resident in this State in addition to those specified under paragraph (1); and (3) any other person excluded by rule adopted or order issued under this chapter. (c) A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with Section 35-1-611, and such records as have been filed with the Securities and Exchange Commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this chapter and pay the fees specified in Section 35-1-410(a). (d) The notice under subsection (c) becomes effective upon its filing. Effect of Amendment The 2006 amendment, in subsection (c), substituted "Section 35-1-410(a)" for "Section 35-1-410(e)".
S.C. Code Ann. § 35-11-805 — SC Code / Title 35 / Chapter 11 / Article 8 / Section 35-11-805
SECTION 35-11-805. Hearings.
Status: in_force

The Commissioner may not suspend or revoke a license, issue an order to cease and desist, suspend or revoke the designation of an authorized delegate, or assess a civil penalty without notice and an opportunity to be heard pursuant to Section 35-11-710. The Commissioner also shall hold a hearing when requested to do so by an applicant whose application for a license is denied. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-11-550 — SC Code / Title 35 / Chapter 11 / Article 5 / Section 35-11-550
SECTION 35-11-550. Information required to be disclosed.
Status: in_force

Every licensee or authorized delegate shall include on a receipt or disclose on the licensee's website or mobile application the name and phone number of the South Carolina Office of Attorney General and a statement that the licensee's customers can contact the Commissioner with complaints about the licensee's money transmission services.
S.C. Code Ann. § 35-1-102 — SC Code / Title 35 / Chapter 1 / Article 1 / Section 35-1-102
SECTION 35-1-102. Definitions.
Status: in_force

In this chapter, unless the context otherwise requires: (1) "Administrator" means the Attorney General. (2) "Agent" means an individual, other than a broker- dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities, or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. But a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this chapter. (3) "Bank" means: (A) a banking institution organized under the laws of the United States; (B) a member bank of the Federal Reserve System; (C) any other banking institution, whether incorporated or not, doing business under the laws of a State or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the Comptroller of the Currency pursuant to Section 1 of Public Law 87-722 (12 U.S.C. Section 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this chapter; and (D) a receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (A), (B), or (C). (4) "Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include: (A) an agent; (B) an issuer; (C) a bank or savings institution if its activities as broker-dealer are limited to those specified in Section 3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78c(a)(4) and (5)), or a bank that satisfies the conditions specified in Section 3(a)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(4)); (D) an international banking institution; or (E) a person excluded by rule adopted or order issued under this chapter. (5) "Depository institution" means: (A) a bank; or (B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a State or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a State or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. The term does not include: (i) an insurance company or other organization primarily engaged in the business of insurance; (ii) a Morris Plan bank; or (iii) an industrial loan company that is not an "insured depository institution" as defined in Section 3(c)(2) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(c)(2), or any successor statute. (6) "Federal covered investment adviser" means a person registered under the Investment Advisers Act of 1940. (7) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under Section 18(b) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)) or rules or regulations adopted pursuant to that provision. (8) "Filing" means the receipt under this chapter of a record by the Securities Commissioner or a designee of the Securities Commissioner. (9) "Fraud", "deceit", and "defraud" are not limited to common law deceit. (10) "Guaranteed" means guaranteed as to payment of all principal and all interest. (11) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (A) a depository institution or international banking institution; (B) an insurance company; (C) a separate account of an insurance company; (D) an investment company as defined in the Investment Company Act of 1940; (E) a broker-dealer registered under the Securities Exchange Act of 1934; (F) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company; (G) a plan established and maintained by a State, a political subdivision of a State, or an agency or instrumentality of a State or a political subdivision of a State for the benefit of its employees, if the plan has total assets in excess of ten million dollars or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company; (H) a trust, if it has total assets in excess of ten million dollars, its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; (I) an organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. Section 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars; (J) a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C. Section 681(c)) with total assets in excess of ten million dollars; (K) a private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-2(a)(22)) with total assets in excess of ten million dollars; (L) a federal covered investment adviser acting for its own account; (M) a "qualified institutional buyer" as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 C.F.R. 230.144A); (N) a "major U.S. institutional investor" as defined in Rule 15a-6(b)(4) (i) adopted under the Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6); (O) any other person, other than an individual, of institutional character with total assets in excess of ten million dollars not organized for the specific purpose of evading this chapter; or (P) any other person specified by rule adopted or order issued under this chapter. (12) "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State. (13) "Insured" means insured as to payment of all principal and all interest. (14) "International banking institution" means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933. (15) "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice regarding securities to others for compensation as part of a business or that holds itself out as providing investment advice regarding securities to others for compensation. The term does not include: (A) an investment adviser representative; (B) a lawyer, accountant, engineer, or teacher whose performance of investment advice regarding securities is solely incidental to the practice of the person's profession; (C) a broker-dealer or its agents whose performance of investment advice regarding securities is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice regarding securities; (D) a publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation; (E) a federal covered investment adviser; (F) a bank or savings institution; (G) any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser; or (H) any other person excluded by rule adopted or order issued under this chapter. (16) "Investment adviser representative" means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages securities accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice regarding securities or holds herself or himself out as providing investment advice regarding securities, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice regarding securities, or supervises employees who perform any of the foregoing. The term does not include an individual who: (A) performs only clerical or ministerial acts; (B) is an agent whose performance of investment advice regarding securities is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services; (C) is employed by or associated with a federal covered investment adviser, unless the individual has a "place of business" in this State as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-3a) and is: (i) an "investment adviser representative" as that term is defined by rule adopted under Section 203A of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-3a); or (ii) not a "supervised person" as that term is defined in Section 202(a) (25) of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-2(a)(25)); or (D) is excluded by rule adopted or order issued under this chapter. (17) "Issuer" means a person that issues or proposes to issue a security, subject to the following: (A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued. (B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate. (C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale. (18) "Nonissuer transaction" or "nonissuer distribution" means a transaction or distribution not directly or indirectly for the benefit of the issuer. (19) "Offer to purchase" includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(d)). (20) "Person" means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. (21) "Place of business" of a broker-dealer, an investment adviser, or a federal covered investment adviser means: (A) an office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice regarding securities or solicits, meets with, or otherwise communicates with customers or clients; or (B) any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice regarding securities or solicits, meets with, or otherwise communicates with customers or clients. (22) "Predecessor chapter" means Chapter 1 of Title 35 of the South Carolina Code of Laws, 1976, prior to its amendment by the adoption of the South Carolina Uniform Securities Act of 2005. (23) "Price amendment" means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. (24) "Principal place of business" of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser. (25) "Record", except in the phrases "of record", "official record", and "public record", means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (26) "Sale" includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both terms include: (A) a security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value; (B) a gift of assessable stock involving an offer and sale; and (C) a sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security. (27) "Securities and Exchange Commission" means the United States Securities and Exchange Commission. (28) "Securities Commissioner" means the Attorney General. (29) "Security" means any note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term: (A) includes both a certificated and an uncertificated security; (B) does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a sum of money either in a lump sum or periodically for life or other specified period; (C) does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974; (D) includes an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a "common enterprise" means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and (E) "Investment contract" may include, among other contracts, an interest in a limited partnership and a limited liability company and shall include an investment in a viatical settlement or similar agreement. (30) "Self-regulatory organization" means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934. (31) "Sign" means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach or logically associate with the record an electronic symbol, sound, or process. (32) "State" means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
S.C. Code Ann. § 35-1-509 — SC Code / Title 35 / Chapter 1 / Article 5 / Section 35-1-509
SECTION 35-1-509. Civil liability.
Status: in_force

(a) Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. (b) A person is liable to the purchaser if the person sells a security in violation of Sections 35-1-301 or 35-1-501 or, by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing the untruth or omission and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following: (1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at the legal rate of interest from the date of the purchase, costs, and reasonable attorneys' fees determined by the court, upon the tender of the security, or for actual damages as provided in paragraph (3). (2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in paragraph (3). (3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at the legal rate of interest from the date of the purchase, costs, and reasonable attorneys' fees determined by the court. (c) A person is liable to the seller if the person buys a security in violation of Section 35-1-501 or by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following: (1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys' fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in paragraph (3). (2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in paragraph (3). (3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at the legal rate of interest from the date of the sale of the security, costs, and reasonable attorneys' fees determined by the court. (d) A person acting as a broker-dealer or agent that sells or buys a security in violation of Section 35-1-401(a), 35-1-402(a), or 35-1-506 is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in subsections (b)(1) through (3), or, if a seller, for a remedy as specified in subsections (c)(1) through (3). (e) A person acting as an investment adviser or investment adviser representative that provides investment advice regarding securities for compensation in violation of Section 35-1-403(a), 35-1-404(a), or 35-1-506 is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at the legal rate of interest from the date of payment, costs, and reasonable attorneys' fees determined by the court. (f) A person that receives directly or indirectly any consideration for providing investment advice regarding securities to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following: (1) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at the legal rate of interest from the date of the fraudulent conduct, costs, and reasonable attorneys' fees determined by the court, less the amount of any income received as a result of the fraudulent conduct. (2) This subsection does not apply to a broker-dealer or its agents if the investment advice regarding securities that is provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice regarding securities. (g) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f): (1) a person that directly or indirectly controls a person liable under subsections (b) through (f), unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; (2) an individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f), including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; (3) an individual who is an employee, or a person occupying a similar status or performing a similar function, of a person liable under subsections (b) through (f) and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and (4) a person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f), unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist. (5) a person who, with actual knowledge that a person is committing acts sufficient to violate Sections 35-1-501 and 35-1-502, nonetheless intentionally furthers the violation with actual awareness that the person is rendering substantial assistance to the person committing the violation of Sections 35-1-501 and 35-1-502, thereby becomes an aider and abettor of the violation, and is therefore jointly and severally liable with and to the same extent as the assisted person who engaged in the fraudulent activity, provided, however, this subsection (5) does not require any due diligence investigation nor impose liability for failure to perform any due diligence investigation otherwise required. (h) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct. (i) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant. (j) A person may not obtain relief: (1) under subsection (b) for violation of Section 35-1-301, or under subsection (d) or (e), unless the action is instituted within three years after the violation occurred; or (2) under subsection (b), other than for violation of Section 35-1-301, or under subsection (c) or (f), unless the action is instituted within the earlier of three years after discovery of the facts constituting the violation or five years after the violation. (k) A person that has made, or has engaged in the performance of, a contract in violation of this chapter or a rule adopted or order issued under this chapter, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this chapter, may not base an action on the contract. (l) A condition, stipulation, or provision including, but not limited to, any choice of law provision directly or indirectly binding a person purchasing or selling a security or receiving investment advice regarding securities to waive compliance with this chapter or a rule adopted or order issued under this chapter is void. (m) The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist, but this chapter does not create a cause of action not specified in this section or Section 35-1-411(e).
S.C. Code Ann. § 35-1-506 — SC Code / Title 35 / Chapter 1 / Article 5 / Section 35-1-506
SECTION 35-1-506. Misrepresentations concerning registration or exemption.
Status: in_force

The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the Securities Commissioner that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the Securities Commissioner has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
S.C. Code Ann. § 35-1-105 — SC Code / Title 35 / Chapter 1 / Article 1 / Section 35-1-105
SECTION 35-1-105. Electronic records and signatures.
Status: in_force

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Section 7001(c)) or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. Section 7003(b)). This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by a rule adopted or order issued under this chapter, in a manner consistent with Section 104(a) of that act (15 U.S.C. Section 7004(a)).
S.C. Code Ann. § 35-2-204 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-204
SECTION 35-2-204. "Beneficial owner" defined.
Status: in_force

As used in this article, "beneficial owner", when used with respect to any shares, means a person that: (1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly); (2) individually or with or through any of its affiliates or associates has: (A) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) under any agreement, arrangement, or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. However, a person is not considered the beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange; or (B) the right to vote the shares under any agreement, arrangement, or understanding (whether or not in writing). However, a person is not considered the beneficial owner of any shares under this subitem (B) if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or (3) has any agreement, arrangement, or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except voting under a revocable proxy or consent as described in subitem (B) of item (2) of this section or disposing of the shares with any other person that beneficially owns, or whose affiliates or associates beneficially own (directly or indirectly) the shares.
S.C. Code Ann. § 35-1-403 — SC Code / Title 35 / Chapter 1 / Article 4 / Section 35-1-403
SECTION 35-1-403. Investment adviser registration requirement; exemptions.
Status: in_force

(a) It is unlawful for a person to transact business in this State as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b). (b) The following persons are exempt from the registration requirement of subsection (a): (1) a person without a place of business in this State that is registered under the securities act of the State in which the person has its principal place of business if its only clients in this State are: (A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) institutional investors; (C) bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered under the securities act of the State in which the clients maintain principal places of residence; or (D) any other client exempted by rule adopted or order issued under this chapter; (2) a person without a place of business in this State if the person has had, during the preceding twelve months, not more than five clients that are resident in this State in addition to those specified under paragraph (1); or (3) any other person exempted by rule adopted or order issued under this chapter. (c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice regarding securities in this State if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the Securities Commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser. (d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this State on behalf of the investment adviser unless the individual is registered under Section 35-1-404(a) or is exempt from registration under Section 35-1-404(b).
S.C. Code Ann. § 35-6-50 — SC Code / Title 35 / Chapter 6 / Section 35-6-50
SECTION 35-6-50. Certain words signify registration in beneficiary form.
Status: in_force

Registration in beneficiary form may be shown by the words, "transfer on death" or the abbreviation "TOD", or by the words "pay on death" or the abbreviation "POD", after the name of the registered owner and before the name of a beneficiary.
S.C. Code Ann. § 35-6-60 — SC Code / Title 35 / Chapter 6 / Section 35-6-60
SECTION 35-6-60. Ownership not affected until owner's death; cancellation or change.
Status: in_force

The designation of a transfer on death beneficiary on a registration in beneficiary form has no effect on ownership until the owner's death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then surviving owners, without the consent of the beneficiary.
S.C. Code Ann. § 35-2-223 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-223
SECTION 35-2-223. Interested shareholder on the effective date of this chapter; application of article.
Status: in_force

This article does not apply to any business combination with an interested shareholder who was an interested shareholder on the effective date of this chapter. Editor's Note 1988 Act No. 444 SECTION 6 provides as follows: "For purposes of this act, when the terms 'effective date of this chapter' or 'effective date of this article' or similar derivations thereof are used in Chapter 2, Title 35 of the 1976 Code, as contained in Section 5 of this act, these terms must be construed to mean the effective date of the amendments to Chapter 2 of Title 35 as contained in this act."
S.C. Code Ann. § 35-1-502 — SC Code / Title 35 / Chapter 1 / Article 5 / Section 35-1-502
SECTION 35-1-502. Prohibited conduct in providing investment advice regarding securities.
Status: in_force

(a) It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities: (1) to employ a device, scheme, or artifice to defraud another person; or (2) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person. (b) A rule adopted under this chapter may define an act, practice, or course of business in connection with giving investment advice regarding securities as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent a person from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative. (c) A rule adopted under this chapter may specify the contents of a contract entered into, extended, or renewed in connection with giving investment advice regarding securities.
S.C. Code Ann. § 35-11-600 — SC Code / Title 35 / Chapter 11 / Article 6 / Section 35-11-600
SECTION 35-11-600. Maintenance of permissible investments.
Status: in_force

(A) A licensee shall maintain at all times permissible investments that have a market value computed in accordance with generally accepted accounting principles of not less than the aggregate amount of all of its outstanding money transmission obligation. (B) Except for permissible investments enumerated in Section 35-11-605(A), the Commissioner, with respect to any licensee, may, by rule or order, limit the extent to which a specific investment maintained by a licensee within a class of permissible investments may be considered a permissible investment, if the specific investment represents undue risk to customers, not reflected in the market value of the investments. (C) Permissible investments, even if commingled with other assets of the licensee, are held in trust for the benefit of the purchasers and holders of the licensee's money transmission obligations in the event of insolvency, the filing of a petition by or against the licensee under the United States Bankruptcy Code, 11 U.S.C. Section 101-110, as amended or recodified from time to time, for bankruptcy or reorganization, the filing of a petition by or against the licensee for receivership, the commencement of any other judicial or administrative proceeding for its dissolution or reorganization, or in the event of an action by a creditor against the licensee who is not a beneficiary of this statutory trust. No permissible investments impressed with a trust pursuant to this section may be subject to attachment, levy of execution, or sequestration by order of any court, except for a beneficiary of this statutory trust. (D) Upon the establishment of a statutory trust in accordance with subsection (C) or when any funds are drawn on a letter of credit pursuant to Section 35-11-605(A)(4), the Commissioner shall notify the applicable regulator of each state in which the licensee is licensed to engage in money transmission, if any, of the establishment of the trust or the funds drawn on the letter of credit, as applicable. Notice is deemed satisfied if performed pursuant to a multistate agreement or through NMLS. Funds drawn on a letter of credit, and any other permissible investments held in trust for the benefit of the purchasers and holders of the licensee's outstanding money transmission obligations, are deemed held in trust for the benefit of such purchasers and holders on a pro rata and equitable basis in accordance with statutes pursuant to which permissible investments are required to be held in this State, and other states, as applicable. Any statutory trust established hereunder must be terminated upon extinguishment of all of the licensee's outstanding money transmission obligations. (E) The Commissioner, by regulation or by order, may allow other types of investments that the Commissioner determines are of sufficient liquidity and quality to be a permissible investment. The Commissioner is authorized to participate in efforts with other state regulators to determine that other types of investments are of sufficient liquidity and quality to be a permissible investment. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-2-214 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-214
SECTION 35-2-214. "Share" defined.
Status: in_force

As used in this article, "share" means: (1) any share or similar security, any certificate of interest, and participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and (2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.
S.C. Code Ann. § 35-11-300 — SC Code / Title 35 / Chapter 11 / Article 3 / Section 35-11-300
SECTION 35-11-300. License required.
Status: in_force

(A) A person may not engage in currency exchange or advertise, solicit, or hold himself out as providing currency exchange for which the person receives revenues equal or greater than five percent of total revenues unless the person is: (1) licensed pursuant to this article; (2) licensed for money transmission pursuant to Article 2; or (3) an authorized delegate of a person licensed pursuant to Article 2. (B) A license issued pursuant to this chapter is not transferable or assignable. Effect of Amendment 2024 Act No. 218, SECTION 1, in (A), in (1), substituted "article" for "chapter", in (2), substituted "2; or" for "2, or approved to engage in money transmission pursuant to Section 35-11-210;", deleted (4), which provided that an authorized delegate of a person approved to engage in money transmission pursuant to Section 35-11-210, and made a nonsubstantive change.
S.C. Code Ann. § 35-1-602 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-602
SECTION 35-1-602. Investigations and subpoenas.
Status: in_force

(a) The Securities Commissioner may: (1) conduct public or private investigations within or outside of this State which the Securities Commissioner considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a rule adopted or order issued under this chapter, or to aid in the enforcement of this chapter or in the adoption of rules and forms under this chapter; (2) require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the Securities Commissioner determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and (3) publish a record concerning an action, proceeding, or an investigation under, or a violation of, this chapter or a rule adopted or order issued under this chapter if the Securities Commissioner determines it is necessary or appropriate in the public interest and for the protection of investors. (b) For the purpose of an investigation under this chapter, the Securities Commissioner or its designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the Securities Commissioner considers relevant or material to the investigation. (c) If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the Securities Commissioner under this chapter, the Securities Commissioner may apply to the Richland County Court of Common Pleas or a court of another State to enforce compliance. The court may: (1) hold the person in contempt; (2) order the person to appear before the Securities Commissioner; (3) order the person to testify about the matter under investigation or in question; (4) order the production of records; (5) grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice regarding securities; (6) impose a civil penalty of not less than $500 and not greater than $5,000 for each violation; and (7) grant any other necessary or appropriate relief. (d) This section does not preclude a person from applying to the Richland County Court of Common Pleas for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena. (e) An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the Securities Commissioner under this chapter or in an action or proceeding instituted by the Securities Commissioner under this chapter on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual's privilege against self-incrimination, the Securities Commissioner may apply to the Richland County Court of Common Pleas to compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order. (f) At the request of the securities regulator of another State or a foreign jurisdiction, the Securities Commissioner may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other State or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The Securities Commissioner may provide the assistance by using the authority to investigate and the powers conferred by this section as the Securities Commissioner determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this chapter or other law of this State if occurring in this State. In deciding whether to provide the assistance, the Securities Commissioner may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its State or foreign jurisdiction to the Securities Commissioner on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this State; and the availability of resources and employees of the Securities Commissioner to carry out the request for assistance. Effect of Amendment 2018 Act No. 195, SECTION 1, in (d), deleted "or a court of another State" following "Richland County Court of Common Pleas".
S.C. Code Ann. § 35-2-217 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-217
SECTION 35-2-217. "Voting shares" defined.
Status: in_force

As used in this article, "voting shares" means shares of capital stock of a corporation entitled to vote generally in the election of directors.
S.C. Code Ann. § 35-11-710 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-710
SECTION 35-11-710. Orders to cease and desist.
Status: in_force

(A) If the Commissioner determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a regulation or order issued under this chapter, the Commissioner may: (1) issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this chapter; (2) issue an order against a licensee to cease and desist from providing money services through an authorized delegate that is the subject of a separate order by the Commissioner; or (3) issue an order under Sections 35-11-220(E), 35-11-235(A), 35-11-310(D), 35-11-515(H), 35-11-515(M), 35-11-700, and 35-11-705. (B) An order under subsection (A) is effective on the date of issuance. Upon issuance of the order, the Commissioner shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement of any civil penalty or costs of investigation the Commissioner will seek, a statement of the reasons for the order, and notice that, within fifteen days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the Commissioner within thirty days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought, becomes final as to that person by operation of law. If a hearing is requested or ordered, the Commissioner, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination. (C) If a hearing is requested or ordered pursuant to subsection (B), a hearing must be held. A final order may not be issued unless the Commissioner makes findings of fact and conclusions of law in a record. The final order may make final, vacate, or modify the order issued under subsection (A). (D) In a final order under subsection (C), the Commissioner may impose a civil penalty against a person that violates this chapter or a regulation or order issued pursuant to this chapter in an amount not to exceed one thousand dollars per day for each day the violation is outstanding, plus this state's costs and expenses for the investigation and prosecution of the matter, including reasonable attorney's fees. (E) If a petition for judicial review of a final order is not filed in accordance with Section 35-11-830, the Commissioner may file a certified copy of the final order with the clerk of court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court. (F) If a person does not comply with an order under this section, the Commissioner may petition a court of competent jurisdiction to enforce the order. The court may not require the Commissioner to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five hundred dollars but not greater than five thousand dollars for each violation and may grant any other relief the court determines is just and proper in the circumstances. (G) A hearing in an administrative proceeding under this chapter must be conducted in public unless the Commissioner, for good cause consistent with this chapter, determines that the hearing will not be so conducted. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-1-604 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-604
SECTION 35-1-604. Administrative enforcement.
Status: in_force

(a) If the Securities Commissioner determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter, the Securities Commissioner may: (1) issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this chapter; (2) issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under Section 35-1-401(b)(1)(D) or (F) or an investment adviser under Section 35-1-403(b)(1)(C); or (3) issue an order under Section 35-1-204. (b) An order under subsection (a) is effective on the date of issuance. Upon issuance of the order, the Securities Commissioner shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement of any civil penalty or costs of investigation the Securities Commissioner will seek, a statement of the reasons for the order, and notice that, within fifteen days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the Securities Commissioner within thirty days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought becomes final as to that person by operation of law. If a hearing is requested or ordered, the Securities Commissioner, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination. (c) If a hearing is requested or ordered pursuant to subsection (b), a hearing must be held. A final order may not be issued unless the Securities Commissioner makes findings of fact and conclusions of law in a record. The final order may make final, vacate, or modify the order issued under subsection (a). (d) In a final order under subsection (c), the Securities Commissioner may impose a civil penalty in an amount not to exceed ten thousand dollars for each violation. (e) In a final order, the Securities Commissioner may charge the actual cost of an investigation or proceeding for a violation of this chapter or a rule adopted or order issued under this chapter. (f) If a petition for judicial review of a final order is not filed in accordance with Section 35-1-609, the Securities Commissioner may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court. A copy of a final order must be forwarded to the South Carolina Department of Revenue and the South Carolina Office of the Secretary of State. (g) If a person does not comply with an order under this section, the Securities Commissioner may petition a court of competent jurisdiction to enforce the order. The court may not require the Securities Commissioner to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five hundred dollars but not greater than five thousand dollars for each violation and may grant any other relief the court determines is just and proper in the circumstances. (h) All orders issued under this section are public documents subject to the Freedom of Information Act and must be published on the Attorney General's website searchable by the name of the parties involved. Effect of Amendment The 2012 amendment inserted "A copy of a final order must be forwarded to the South Carolina Department of Revenue and the South Carolina Secretary of State's Office." in subsection (f); added subsection (h); and made other nonsubstantive changes.
S.C. Code Ann. § 35-1-201 — SC Code / Title 35 / Chapter 1 / Article 2 / Section 35-1-201
SECTION 35-1-201. Exempt securities.
Status: in_force

The following securities are exempt from the requirements of Sections 35-1-301 through 35-1-306 and 35-1-504: (1) a security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. 230.131) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a State; by a political subdivision of a State; by a public authority, agency, or instrumentality of one or more States; by a political subdivision of one or more States; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by the Congress; or a certificate of deposit for any of the foregoing; (2) a security issued, insured, or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor; (3) a security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by: (A) an international banking institution; (B) a banking institution organized under the laws of the United States; a member bank of the Federal Reserve System; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the Comptroller of Currency pursuant to Section 1 of Public Law 87-722 (12 U.S.C. Section 92a); or (C) any other depository institution, unless by rule or order the Securities Commissioner proceeds under Section 35-1-204; (4) a security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this State; (5) a security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is: (A) regulated in respect to its rates and charges by the United States or a State; (B) regulated in respect to the issuance or guarantee of the security by the United States, a State, Canada, or a Canadian province or territory; or (C) a public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act; (6) a federal covered security specified in Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this chapter; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the Securities and Exchange Commission under Section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78i(b)); (7) a security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under Section 3(c)(10)(B) of the Investment Company Act of 1940 (15 U.S.C. Section 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness issued by such a person, a rule may be adopted under this chapter limiting the availability of this exemption by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying with respect to paragraph (B) the scope of the exemption and the grounds for denial or suspension, and requiring an issuer: (A) to file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the Securities Commissioner does not disallow the exemption within the period established by the rule; (B) to file a request for exemption authorization for which a rule under this chapter may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with Section 35-1-611, and grounds for denial or suspension of the exemption; or (C) to register under Section 35-1-304; (8) a member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a State, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative; and (9) an equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)).
S.C. Code Ann. § 35-1-204 — SC Code / Title 35 / Chapter 1 / Article 2 / Section 35-1-204
SECTION 35-1-204. Denial, suspension, revocation, condition, or limitation of exemptions.
Status: in_force

(a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under Section 35-1-201(3)(C), (7) or (8) or 35-1-202 or an exemption or waiver created under Section 35-1-203 with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in Section 35-1-306(d) or 35-1-604 and only prospectively. (b) A person does not violate Section 35-1-301, 35-1-303 through 35-1-306, 35-1-504, or 35-1-510 by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.
S.C. Code Ann. § 35-2-111 — SC Code / Title 35 / Chapter 2 / Article 1 / Section 35-2-111
SECTION 35-2-111. Dissenters' rights; "fair value" defined.
Status: in_force

(a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters' rights to receive fair value for their shares as provided in this article. (b) As soon as practicable after these events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares. (c) As used in this section, 'fair value' with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. The value of the shares is to be determined by techniques that are accepted generally in the financial community, except that this value may not be less than the highest price paid per share by the acquiring person in the control share acquisition.
S.C. Code Ann. § 35-2-211 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-211
SECTION 35-2-211. "Market value" defined.
Status: in_force

As used in this article, "market value", when used in reference to shares or property of any resident domestic corporation, means the following: (1) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith. (2) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.
S.C. Code Ann. § 35-1-610 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-610
SECTION 35-1-610. Jurisdiction.
Status: in_force

(a) Sections 35-1-301, 35-1-302, 35-1-401(a), 35-1-402(a), 35-1-403(a), 35-1-404(a), 35-1-501, 35-1-506, 35-1-509, and 35-1-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this State or the offer to purchase or the purchase is made and accepted in this State. (b) Sections 35-1-401(a), 35-1-402(a), 35-1-403(a), 35-1-404(a), 35-1-501, 35-1-506, 35-1-509, and 35-1-510 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this State or the offer to sell or the sale is made and accepted in this State. (c) For the purpose of this section, an offer to sell or to purchase a security is made in this State, whether or not either party is then present in this State, if the offer: (1) originates from within this State; or (2) is directed by the offeror to a place in this State and received at the place to which it is directed. (d) For the purpose of this section, an offer to purchase or to sell is accepted in this State, whether or not either party is then present in this State, if the acceptance: (1) is communicated to the offeror in this State and the offeree reasonably believes the offeror to be present in this State and the acceptance is received at the place in this State to which it is directed; and (2) has not previously been communicated to the offeror, orally or in a record, outside this State. (e) An offer to sell or to purchase is not made in this State when a publisher circulates or there is circulated on the publisher's behalf in this State a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this State, or that is published in this State but has had more than two thirds of its circulation outside this State during the previous twelve months or when a radio or television program or other electronic communication originating outside this State is received in this State. A radio or television program, or other electronic communication is considered as having originated in this State if either the broadcast studio or the originating source of transmission is located in this State, unless: (1) the program or communication is syndicated and distributed from outside this State for redistribution to the general public in this State; (2) the program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this State for redistribution to the general public in this State; (3) the program or communication is an electronic communication that originates outside this State and is captured for redistribution to the general public in this State by a community antenna or cable, radio, cable television, or other electronic system; or (4) the program or communication consists of an electronic communication that originates in this State, but which is not intended for distribution to the general public in this State. (f) Sections 35-1-403(a), 35-1-404(a), 35-1-405(a), 35-1-502, 35-1-505, and 35-1-506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this State, whether or not either party is then present in this State.
S.C. Code Ann. § 35-6-40 — SC Code / Title 35 / Chapter 6 / Section 35-6-40
SECTION 35-6-40. Designation of beneficiary to take ownership upon death of owner or owners to be included for security to be registered in beneficiary form.
Status: in_force

A security, whether evidenced by a certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take ownership at the death of the owner or the death of all multiple owners.
S.C. Code Ann. § 35-1-870 — SC Code / Title 35 / Chapter 1 / Article 8 / Section 35-1-870
SECTION 35-1-870. Access to or copies of records relevant to suspected or attempted financial exploitation of an eligible adult to agencies or law enforcement; records not available for public examination.
Status: in_force

A broker-dealer or investment adviser shall provide access to or copies of records that are relevant to the suspected or attempted financial exploitation of an eligible adult to the agencies or to law enforcement, as part of a referral to either the agencies or to law enforcement pursuant to an investigation. The records may include historical records, as well as records relating to the most recent transaction or transactions that may comprise the financial exploitation of an eligible adult. All records made available to the agencies under this section are not public records and are not available for public examination. Nothing in this section shall limit or otherwise impede the authority of the Securities Division of the Office of the Attorney General from accessing or examining the books and records of broker-dealers and investment advisers as otherwise provided by law.
S.C. Code Ann. § 35-1-304 — SC Code / Title 35 / Chapter 1 / Article 3 / Section 35-1-304
SECTION 35-1-304. Securities registration by qualification.
Status: in_force

(a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in Section 35-1-305, a consent to service of process complying with Section 35-1-611, and, if required by rule adopted under this chapter, the following information or records: (1) with respect to the issuer and any significant subsidiary, its name, address, and form of organization; the State or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged; (2) with respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected; (3) with respect to persons covered by paragraph (2), the aggregate sum of the remuneration paid to those persons during the previous twelve months and estimated to be paid during the next twelve months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer; (4) with respect to a person owning of record or owning beneficially, if known, ten percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) other than the person's occupation; (5) with respect to a promoter, if the issuer was organized within the previous three years, the information or records specified in paragraph (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment; (6) with respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three years or proposed to be effected; and a statement of the reasons for making the offering; (7) the capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two years or is obligated to issue its securities; (8) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter; (9) the estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition; (10) a description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (2), (4), (5), (6), or (8) and by any person that holds or will hold ten percent or more in the aggregate of those options; (11) the dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two years, and a copy of the contract; (12) a description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities; (13) a copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with Section 35-1-202(17)(B); (14) a specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered; (15) a signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer; (16) a signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement; (17) a balance sheet of the issuer as of a date within four months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; provided, however, that financial statements meeting the requirements of Regulation S-B shall be permitted to be substituted by issuers that are "small business issuers" as defined by Regulation S-B (17 C.F.R. part 228); and (18) any additional information or records required by rule adopted or order issued under this chapter. (c) A registration statement under this section becomes effective thirty days, or any shorter period provided by rule adopted or order issued under this chapter, after the date the registration statement or the last amendment other than a price amendment is filed, if: (1) a stop order is not in effect and a proceeding is not pending under Section 35-1-306; (2) the Securities Commissioner has not issued an order under Section 35-1-306 delaying effectiveness; or (3) the applicant or registrant has not requested that effectiveness be delayed. (d) The Securities Commissioner may delay effectiveness once for not more than ninety days if the Securities Commissioner determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The Securities Commissioner also may delay effectiveness for a further period of not more than thirty days if the Securities Commissioner determines that the delay is necessary or appropriate. (e) A rule adopted or order issued under this chapter may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently, with the earliest of: (1) the first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution; (2) the confirmation of a sale made by or for the account of the person; (3) payment pursuant to such a sale; or (4) delivery of the security pursuant to such a sale.
S.C. Code Ann. § 35-1-612 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-612
SECTION 35-1-612. Severability clause.
Status: in_force

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
S.C. Code Ann. § 35-1-609 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-609
SECTION 35-1-609. Judicial review.
Status: in_force

A person aggrieved by a final order of the Securities Commissioner may obtain a review of the order in the Richland County Court of Common Pleas by filing in the court, within thirty days after entry of the order, a written petition praying that the order may be modified or set aside in whole or in part. The aggrieved person, upon filing a petition, may move before the court in which the petition is filed to stay the effectiveness of the Securities Commissioner's final order until such time as the court has reviewed the order. If the court orders a stay, the aggrieved person must post any bond set by the court in which a petition is filed. A copy of the petition must be served upon the Securities Commissioner, and the Securities Commissioner shall certify and file in court a copy of the filing and evidence upon which the order was entered. When these have been filed, the court has exclusive jurisdiction to affirm, modify, enforce or set aside the order, in whole or in part. The findings of the Securities Commissioner as to the facts, if supported by competent, material, and substantial evidence, are conclusive.
S.C. Code Ann. § 35-5-30 — SC Code / Title 35 / Chapter 5 / Section 35-5-30
SECTION 35-5-30. Corporations, registrars, or transfer agents shall not be liable for registrations and transfers authorized by nominees.
Status: in_force

No domestic or foreign corporation or the registrar or transfer agent of any corporation shall be liable for registering or causing to be registered on the books of such corporation any stock or stocks, bond or bonds or other securities in the name of any nominee of such bank, trust company or national bank or for transferring or causing to be transferred on the books of any such corporation any stock or stocks, bond or bonds or other securities theretofore registered by such corporation in the name of any nominee or nominees of such bank, trust company or national bank as provided in this chapter when the transfer is made upon the authorization of such nominee.
S.C. Code Ann. § 35-11-730 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-730
SECTION 35-11-730. Unlicensed persons.
Status: in_force

(A) If the Commissioner has reason to believe that a person engaged or is about to engage in an act or practice constituting a violation of this chapter or a regulation or order issued pursuant to this chapter, the Commissioner may summarily issue an order to cease and desist pursuant to Section 35-11-710. (B) The Commissioner may apply to the Richland County Court of Common Pleas to: (1) temporarily or permanently enjoin an act or practice that violates this chapter or a regulation or order issued pursuant to this chapter; or (2) enforce compliance with this chapter or a regulation or order issued or pursuant to this chapter. (C) A person that is served with an order to cease and desist for violating Section 35-11-200 or 35-11-300 may petition the Richland County Court of Common Pleas for a judicial order setting aside, limiting, or suspending the enforcement, operation, or effectiveness of the order pending the completion of an administrative proceeding pursuant to Section 35-11-710. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-2-207 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-207
SECTION 35-2-207. "Consummation date" defined.
Status: in_force

As used in this article, "consummation date", with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of: (1) the business day before the vote; or (2) twenty days before the date of consummation of the business combination.
S.C. Code Ann. § 35-6-90 — SC Code / Title 35 / Chapter 6 / Section 35-6-90
SECTION 35-6-90. Effectiveness of transfer on death by reason of contract; effect of chapter on rights of creditors of security owners against beneficiaries and transferees.
Status: in_force

(A) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and this chapter and is not testamentary. (B) This chapter does not limit the rights of creditors of security owners against beneficiaries and other transferees under other laws of this State.
S.C. Code Ann. § 35-2-202 — SC Code / Title 35 / Chapter 2 / Article 2 / Section 35-2-202
SECTION 35-2-202. "Announcement date" defined.
Status: in_force

As used in this article, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the definitive proposal for the business combination, without regard to subsequent amendments.
S.C. Code Ann. § 35-6-80 — SC Code / Title 35 / Chapter 6 / Section 35-6-80
SECTION 35-6-80. Registering entities; duties and protections.
Status: in_force

(A) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by this chapter. (B) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in this chapter. (C) A registering entity is discharged from all claims to a security by the estate, creditors, heirs, or devises of a deceased owner if it registers a transfer of a security in accordance with Section 35-6-70 and does so in good faith reliance (1) on the registration, (2) on this chapter, and (3) on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary's representatives, or other information available to the registering entity. The protections of this chapter do not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity affects its right to protection under this chapter. (D) The protection provided by this chapter to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value of proceeds.
S.C. Code Ann. § 35-1-860 — SC Code / Title 35 / Chapter 1 / Article 8 / Section 35-1-860
SECTION 35-1-860. Immunity from administrative and civil liability arising from a delay pursuant to Section 35-1-850.
Status: in_force

A qualified individual who, in good faith and exercising reasonable care, complies with Section 35-1-850 shall be immune from any administrative or civil liability that might otherwise arise from such delay of a requested disbursement or transaction.
S.C. Code Ann. § 35-11-210 — SC Code / Title 35 / Chapter 11 / Article 2 / Section 35-11-210
SECTION 35-11-210. Items to be furnished to the Commissioner.
Status: in_force

(A) Any individual in control of a licensee or applicant, any individual that seeks to acquire control of a licensee, and each key individual shall furnish to the Commissioner through NMLS the following items: (1) the individual's fingerprints for submission to the Federal Bureau of Investigation and the Commissioner for purposes of a national criminal history background check unless the person currently resides outside of the United States and has resided outside of the United States for the last ten years; and (2) personal history and experience in a form and in a medium prescribed by the Commissioner, to obtain the following: (a) an independent credit report from a consumer reporting agency unless the individual does not have a Social Security number, in which case, this requirement must be waived; (b) information related to any criminal convictions or pending charges; and (c) information related to any regulatory or administrative action and any civil litigation involving claims of fraud, misrepresentation, conversion, mismanagement of funds, breach of fiduciary duty, or breach of contract. (B) If the individual has resided outside of the United States at any time in the last ten years, the individual also shall provide an investigative background report prepared by an independent search firm that meets the following requirements: (1) at a minimum, the search firm shall: (a) demonstrate that it has sufficient knowledge, resources, and employs accepted and reasonable methodologies to conduct the research of the background report; and (b) not be affiliated with or have an interest with the individual it is researching; (2) at a minimum, the investigative background report must be written in the English language and must contain the following: (a) if available in the individual's current jurisdiction of residency, a comprehensive credit report, or any equivalent information obtained or generated by the independent search firm to accomplish such report, including a search of the court data in the countries, provinces, states, cities, towns, and contiguous areas where the individual resided and worked; (b) criminal records information for the past ten years including, but not limited to, felonies, misdemeanors, or similar convictions for violations of law in the countries, provinces, states, cities, towns, and contiguous areas where the individual resided and worked; (c) employment history; (d) media history, including an electronic search of national and local publications, wire services, and business applications; and (e) financial services-related regulatory history including, but not limited to, money transmission, securities, banking, insurance, and mortgage-related industries. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-11-100 — SC Code / Title 35 / Chapter 11 / Article 1 / Section 35-11-100
SECTION 35-11-100. Short title.
Status: in_force

This chapter may be cited as the "South Carolina Uniform Money Services Act". Effect of Amendment 2024 Act No. 218, SECTION 1, substituted "Uniform Money Services" for "Anti-Money Laundering".
S.C. Code Ann. § 35-1-703 — SC Code / Title 35 / Chapter 1 / Article 7 / Section 35-1-703
SECTION 35-1-703. Effective date.
Status: in_force

This act takes effect on January 1, 2006.
S.C. Code Ann. § 35-1-408 — SC Code / Title 35 / Chapter 1 / Article 4 / Section 35-1-408
SECTION 35-1-408. Termination of employment or association of agent and investment adviser representative; transfer of employment or association.
Status: in_force

(a) If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so. (b) If an agent registered under this chapter terminates employment by or association with a broker-dealer registered under this chapter and begins employment by or association with another broker-dealer registered under this chapter; or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under Section 35-1-405 and begins employment by or association with another investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under Section 35-1-405; then upon the filing by or on behalf of the registrant, within thirty days after the termination, of an application for registration that complies with the requirement of Section 35-1-406(a) and payment of the filing fee required under Section 35-1-410, the registration of the agent or investment adviser representative is: (1) immediately effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve months; or (2) temporarily effective as of the date of the completed filing, if the agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve months. (c) The Securities Commissioner may withdraw a temporary registration if there are or were grounds for discipline as specified in Section 35-1-412 and the Securities Commissioner does so within thirty days after the filing of the application. If the Securities Commissioner does not withdraw the temporary registration within the thirty-day period, registration becomes automatically effective on the thirty-first day after filing. (d) The Securities Commissioner may prevent the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (2) based on the public interest and the protection of investors. (e) If the Securities Commissioner determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this chapter may require the registration be canceled or terminated or the application denied. The Securities Commissioner may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.
S.C. Code Ann. § 35-11-310 — SC Code / Title 35 / Chapter 11 / Article 3 / Section 35-11-310
SECTION 35-11-310. Issuance of license.
Status: in_force

(A) When a person applies for a license pursuant to this article, the Commissioner shall investigate the applicant's financial condition and responsibility, financial and business experience, character, and general fitness. The Commissioner may conduct an on-site investigation of the applicant, the reasonable cost of which the applicant must pay. The Commissioner shall issue a license to an applicant pursuant to this article if the Commissioner finds that all of the following conditions have been fulfilled: (1) the applicant has complied with Section 35-11-305; and (2) the financial condition and responsibility, financial and business experience, competence, character, and general fitness of the applicant; and the competence, experience, character, and general fitness of the executive officers, managers, directors, and persons in control of the applicant indicate that it is in the interest of the public to permit the applicant to engage in currency exchange. (B) When an application for an original license pursuant to this article is complete, the Commissioner promptly shall notify the applicant in a record of the date on which the application was determined to be complete and: (1) the Commissioner shall approve or deny the application within one hundred twenty days after that date; or (2) if the application is not approved or denied within one hundred twenty days after that date the: (a) application is considered approved; and (b) Commissioner shall issue the license pursuant to this article, to take effect as of the first business day after expiration of the period. (C) The Commissioner may for good cause extend the application period. (D) The Commissioner shall issue a formal written notice of the denial of a license. The Commissioner shall set forth in the notice of denial the specific reasons for the denial of the application. An applicant whose application is denied a license by the Commissioner pursuant to this article may request a hearing, within thirty days after receipt of the written notice of the denial pursuant to Section 35-11-710. Effect of Amendment 2024 Act No. 218, SECTION 1, substituted "Commissioner" for "commissioner" throughout the section, and rewrote (D).
S.C. Code Ann. § 35-2-104 — SC Code / Title 35 / Chapter 2 / Article 1 / Section 35-2-104
SECTION 35-2-104. "Issuing public corporation" defined.
Status: in_force

(a) As used in this article, "issuing public corporation" means a domestic corporation that has either: (1) a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act; and (2) its principal place of business, its principal office, or substantial assets within South Carolina; and either: (A) more than ten percent of its shareholders resident in South Carolina; (B) more than ten percent of its shares owned by South Carolina residents; or (C) ten thousand shareholders resident in South Carolina. (b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation. (c) Shares held by banks (except as trustee or guardian), brokers, or nominees must be disregarded for purposes of calculating the percentages or numbers described in this section. Effect of Amendment The 1990 amendment in subsection (a), item (1), inserted "or another federal agency" and substituted "and" for "or" at the end; deleted the provisions of former items (2) and (3), and renumbered former item (4) as item (2).
S.C. Code Ann. § 35-11-605 — SC Code / Title 35 / Chapter 11 / Article 6 / Section 35-11-605
SECTION 35-11-605. Types of permissible investments.
Status: in_force

(A) The following investments are permissible pursuant to Section 35-11-600: (1) cash, including demand deposits, savings deposits, and funds in such accounts held for the benefit of the licensee's customers in a federally insured depository financial institution, and cash equivalents including ACH items in transit to the licensee and ACH items or international wires in transit to a payee, cash in transit via armored car, cash in smart safes, cash in licensee-owned locations, debit card or credit card-funded transmission receivables owed by any bank, or money market mutual funds rated "AAA" by S&P, or the equivalent from any eligible rating service; (2) certificates of deposit or senior debt obligations of an insured depository institution, as defined in Section 3 of the Federal Deposit Insurance Act, 12 U.S.C. Section 1813, as amended or recodified from time to time, or as defined under the federal Credit Union Act, 12 U.S.C. Section 1781, as amended or recodified from time to time; (3) an obligation of the United States or a commission, agency, or instrumentality thereof; an obligation that is guaranteed fully as to principal and interest by the United States; or an obligation of a state or a governmental subdivision, agency, or instrumentality thereof; (4) the full drawable amount of an irrevocable standby letter of credit for which the stated beneficiary is the Commissioner that stipulates that the beneficiary need only draw a sight draft under the letter of credit and present it to obtain funds up to the letter of credit amount within seven days of presentation of the items required by subsection (A)(4)(c). (a) The letter of credit must: (i) be issued by a federally insured depository financial institution, a foreign bank that is authorized under federal law to maintain a federal agency or federal branch office in a state or states, or a foreign bank that is authorized under state law to maintain a branch in a state that bears an eligible rating or whose parent company bears an eligible rating and is regulated, supervised, and examined by United States federal or state authorities having regulatory authority over banks, credit unions, and trust companies; (ii) be irrevocable, unconditional, and indicate that it is not subject to any condition or qualifications outside of the letter of credit; (iii) not contain reference to any other agreements, documents, or entities, or otherwise provide for any security interest in the licensee; and (iv) contain an issue date and expiration date, and expressly provide for automatic extension, without a written amendment, for an additional period of one year from the present or each future expiration date, unless the issuer of the letter of credit notifies the Commissioner in writing by certified or registered mail or courier mail or other receipted means, at least sixty days prior to any expiration date, that the irrevocable letter of credit will not be extended. (b) In the event of any notice of expiration or nonextension of a letter of credit issued under subsection (A)(4)(a)(iv), the licensee is required to demonstrate to the satisfaction of the Commissioner, fifteen days prior to expiration, that the licensee maintains and will maintain permissible investments in accordance with Section 35-11-600(A) upon the expiration of the letter of credit. If the licensee is not able to do so, the Commissioner may draw on the letter of credit in an amount up to the amount necessary to meet the licensee's requirements to maintain permissible investments in accordance with Section 35-11-600(A). Any such draw must be offset against the licensee's outstanding money transmission obligations. The drawn funds must be held in trust by the Commissioner or the Commissioner's designated agent, to the extent authorized by law, as agent for the benefit of the purchasers and holders of the licensee's outstanding money transmission obligations. (c) The letter of credit must provide that the issuer of the letter of credit will honor, at sight, a presentation made by the beneficiary to the issuer of the following documents on or prior to the expiration date of the letter of credit: (i) the original letter of credit, including any amendments; and (ii) a written statement from the beneficiary stating that any of the following events have occurred: (A) the filing of a petition by or against the licensee under the United States Bankruptcy Code, 11 U.S.C. Sections 101-110, as amended or recodified from time to time, for bankruptcy or reorganization; (B) the filing of a petition by or against the licensee for receivership, or the commencement of any other judicial or administrative proceeding for its dissolution or reorganization; (C) the seizure of assets of a licensee by a commissioner pursuant to an emergency order issued in accordance with applicable law, on the basis of an action, violation, or condition that has caused or is likely to cause the insolvency of the licensee; or (D) the beneficiary has received notice of expiration or nonextension of a letter of credit and the licensee failed to demonstrate to the satisfaction of the beneficiary that the licensee will maintain permissible investments in accordance with Section 35-11-600(A) upon the expiration or nonextension of the letter of credit. (d) The Commissioner may designate an agent to serve on the Commissioner's behalf as beneficiary to a letter of credit so long as the agent and letter of credit meet requirements established by the Commissioner. The Commissioner's agent may serve as agent for multiple licensing authorities for a single irrevocable letter of credit if the proceeds of the drawable amount for the purposes of this section are assigned to the Commissioner. (e) The Commissioner is authorized and encouraged to participate in multistate processes designed to facilitate the issuance and administration of letters of credit including, but not limited to, services provided by the NMLS and State Regulatory Registry, LLC; and (5) one hundred percent of the surety bond or deposit provided for under Section 35-11-215 that exceeds the average daily money transmission liability in this State. (B) Unless permitted by the Commissioner by regulation or order to exceed the limit as set forth herein, the following investments are permissible pursuant to Section 35-11-600, but only to the extent specified: (1) receivables that are payable to a licensee from its authorized delegates in the ordinary course of business that are less than seven days old, up to fifty percent of the aggregate value of the licensee's total permissible investments; (2) of the receivables permissible under item (1), receivables that are payable to a licensee from a single authorized delegate in the ordinary course of business may not exceed ten percent of the aggregate value of the licensee's total permissible investments; (3) the following investments are permissible up to twenty percent for each category and combined up to fifty percent of the aggregate value of the licensee's total permissible investments: (a) a short-term, up to six months, investment bearing an eligible rating; (b) commercial paper bearing an eligible rating; (c) a bill, note, bond, or debenture bearing an eligible rating; (d) U.S. tri-party repurchase agreements collateralized at one hundred percent or more with U.S. government or agency securities, municipal bonds, or other securities bearing an eligible rating; (e) money market mutual funds rated less than "AAA" and equal to or higher than "A-" by S&P, or the equivalent from any other eligible rating service; and (f) a mutual fund or other investment fund composed solely and exclusively of one or more permissible investments listed in subsection (A)(1) through (3); and (4) cash, including demand deposits, savings deposits, and funds in such accounts held for the benefit of the licensee's customers, at foreign depository institutions are permissible up to ten percent of the aggregate value of the licensee's total permissible investments if the licensee has received a satisfactory rating in its most recent examination and the foreign depository institution: (a) has an eligible rating; (b) is registered under the Foreign Account Tax Compliance Act; (c) is not located in any country subject to sanctions from the Office of Foreign Asset Control; and (d) is not located in a high-risk or noncooperative jurisdiction as designated by the Financial Action Task Force. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-1-605 — SC Code / Title 35 / Chapter 1 / Article 6 / Section 35-1-605
SECTION 35-1-605. Rules, forms, orders, interpretative opinions, and hearings.
Status: in_force

(a) The Securities Commissioner may: (1) issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records; (2) by rule, define terms, whether or not used in this chapter, but those definitions may not be inconsistent with this chapter; (3) by rule, classify securities, persons, and transactions and adopt different requirements for different classes; and (4) establish fees for filings under Section 35-1-504, filings required or permitted by rule or order adopted pursuant to this section, and other miscellaneous filings for which no fees are otherwise specified by law. (b) Under this chapter, a rule or form may not be adopted or amended, or an order issued or amended, unless the Securities Commissioner finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this chapter. In adopting, amending, and repealing rules and forms, Section 35-1-608 applies in order to achieve uniformity among the States and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures. (c) Subject to Section 15(h) of the Securities Exchange Act and Section 222 of the Investment Advisers Act of 1940, the Securities Commissioner may require that a financial statement filed under this chapter be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this chapter. A rule adopted or order issued under this chapter may establish: (1) subject to Section 15(h) of the Securities Exchange Act and Section 222 of the Investment Advisors Act of 1940, the form and content of financial statements required under this chapter; (2) whether unconsolidated financial statements must be filed; and (3) whether required financial statements must be audited by an independent certified public accountant. (d) The Securities Commissioner may provide interpretative opinions or issue determinations that the Securities Commissioner will not institute a proceeding or an action under this chapter against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this chapter. A rule adopted or order issued under this chapter may establish a reasonable charge for interpretative opinions or determinations that the Securities Commissioner will not institute an action or a proceeding under this chapter. (e) A penalty under this chapter may not be imposed for, and liability does not arise from conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the Securities Commissioner under this chapter. The burden of proving good faith rests on the person claiming reliance. (f) A hearing in an administrative proceeding under this chapter must be conducted in public unless the Securities Commissioner for good cause consistent with this chapter determines that the hearing will not be so conducted.
S.C. Code Ann. § 35-1-202 — SC Code / Title 35 / Chapter 1 / Article 2 / Section 35-1-202
SECTION 35-1-202. Exempt transactions.
Status: in_force

The following transactions are exempt from the requirements of Sections 35-1-301 through 35-1-306 and 35-1-504: (1) an isolated nonissuer transaction, whether effected by or through a broker-dealer or not; (2) a nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this chapter, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety days, if, at the date of the transaction: (A) the issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; (B) the security is sold at a price reasonably related to its current market price; (C) the security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution; (D) a nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this chapter or a record filed with the Securities and Exchange Commission that is publicly available contains: (i) a description of the business and operations of the issuer; (ii) the names of the issuer's executive officers and the names of the issuer's directors, if any; (iii) an audited balance sheet of the issuer as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and (iv) an audited income statement for each of the issuer's two immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and (E) any one of the following requirements is met: (i) the issuer of the security has a class of equity securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 or designated for trading on the National Association of Securities Dealers Automated Quotation System; (ii) the issuer of the security is a unit investment trust registered under the Investment Company Act of 1940; (iii) the issuer of the security, including its predecessors, has been engaged in continuous business for at least three years; or (iv) the issuer of the security has total assets of at least two million dollars based on an audited balance sheet as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization; (3) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System; (4) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); (5) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security that: (A) is rated at the time of the transaction by a nationally recognized statistical rating organization in one of its four highest rating categories; or (B) has a fixed maturity or a fixed interest or dividend, if: (i) a default has not occurred during the current fiscal year or within the three previous fiscal years or during the existence of the issuer and any predecessor if less than three fiscal years, in the payment of principal, interest, or dividends on the security; and (ii) the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; (6) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter effecting an unsolicited order or offer to purchase; (7) a nonissuer transaction executed by a bona fide pledgee without the purpose of evading this chapter; (8) a nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars acting in the exercise of discretionary authority in a signed record for the account of others; (9) a transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the Securities Commissioner after a hearing; (10) a transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters; (11) a transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if: (A) the note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit; (B) a general solicitation or general advertisement of the transaction is not made; and (C) a commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this chapter as a broker-dealer or as an agent; (12) a transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator; (13) a sale or offer to sell to: (A) an institutional investor; (B) a federal covered investment adviser; or (C) any other person exempted by rule adopted or order issued under this chapter; (14) a sale or an offer to sell securities by or on behalf of an issuer, if the transaction is part of a single issue in which: (A) not more than twenty-five purchasers are present in this State during any twelve consecutive months, other than those designated in paragraph (13); (B) a general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities; (C) a commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this chapter or an agent registered under this chapter for soliciting a prospective purchaser in this State; and (D) the issuer reasonably believes that all the purchasers in this State, other than those designated in paragraph (13), are purchasing for investment; (15) a transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this State; (16) an offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if: (A) a registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with Rule 165 adopted under the Securities Act of 1933 (17 C.F.R. 230.165); and (B) a stop order of which the offeror is aware has not been issued against the offeror by the Securities Commissioner or the Securities and Exchange Commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending; (17) an offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933 if: (A) a registration statement has been filed under this chapter, but is not effective; (B) a solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the Securities Commissioner under this chapter; and (C) a stop order of which the offeror is aware has not been issued by the Securities Commissioner under this chapter and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending; (18) a transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties; (19) a rescission offer, sale, or purchase under Section 35-1-510; (20) an offer or sale of a security to a person not a resident of this State and not present in this State if the offer or sale does not constitute a violation of the laws of the State or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this chapter; (21) employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to: (A) directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisors; (B) family members who acquire such securities from those persons through gifts or domestic relations orders; (C) former employees, directors, general partners, trustees, officers, consultants, and advisors if those individuals were employed by or providing services to the issuer when the securities were offered; and (D) insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than 50 percent of their annual income from those organizations; (22) a transaction involving: (A) a stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock; (B) an act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or (C) the solicitation of tenders of securities by an offeror in a tender offer in compliance with Rule 162 adopted under the Securities Act of 1933 (17 C.F.R. 230.162); or (23) a nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this chapter, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under this chapter; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than 180 days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under this chapter, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing, the Securities Commissioner, by rule adopted or order issued under this chapter, may revoke the designation of a securities exchange under this paragraph, if the Securities Commissioner finds that revocation is necessary or appropriate in the public interest and for the protection of investors.
S.C. Code Ann. § 35-11-515 — SC Code / Title 35 / Chapter 11 / Article 5 / Section 35-11-515
SECTION 35-11-515. Acquisition of control.
Status: in_force

(A) Any person, or group of persons acting in concert, seeking to acquire control of a licensee shall obtain the written approval of the Commissioner prior to acquiring control. An individual is not deemed to acquire control of a licensee and is not subject to these acquisition of control provisions when that individual becomes a key individual in the ordinary course of business. (B) A person, or group of persons acting in concert, seeking to acquire control of a licensee, in cooperation with the licensee, shall: (1) submit an application in a form and in a medium prescribed by the Commissioner; and (2) submit a nonrefundable fee of one thousand dollars with the request for approval. (C) Upon request, the Commissioner may permit a licensee or the person, or group of persons acting in concert, to submit some or all information required by the Commissioner pursuant to Section 35-11-515(B)(1) without using NMLS. (D) The application required by Section 35-11-515(B)(1) must include information required by Section 35-11-210 for any new key individuals that have not previously completed the requirements of Section 35-11-210 for a licensee. (E) When an application for acquisition of control under this section appears to include all the items and addresses all of the matters that are required, the application must be considered complete and the Commissioner shall promptly notify the applicant in a record of the date on which the application was determined to be complete and: (1) the Commissioner shall approve or deny the application within sixty days after the completion date; or (2) if the application is not approved or denied within sixty days after the completion date: (a) the application is approved; (b) the person, or group of persons acting in concert, are not prohibited from acquiring control; and (c) the Commissioner may for good cause extend the application period. (F) A determination by the Commissioner that an application is complete and is accepted for processing means only that the application, on its face, appears to include all of the items and address all of the matters that are required, and is not an assessment of the substance of the application or of the sufficiency of the information provided. (G) When an application is filed and considered complete under subsection (E), the Commissioner shall investigate the financial condition and responsibility, financial and business experience, character, and general fitness of the person, or group of persons acting in concert, seeking to acquire control. The Commissioner shall approve an acquisition of control pursuant to this section if the Commissioner finds that all of the following conditions have been fulfilled: (1) the requirements of subsections (B) and (D) have been met, as applicable; and (2) the financial condition and responsibility, financial and business experience, competence, character, and general fitness of the person, or group of persons acting in concert, seeking to acquire control; and the competence, experience, character, and general fitness of the key individuals and persons that would be in control of the licensee after the acquisition of control indicate that it is in the interest of the public to permit the person, or group of persons acting in concert, to control the licensee. (H) The Commissioner shall issue a formal written notice of the denial of an application to acquire control within thirty days of the decision to deny the application. The Commissioner shall set forth in the notice of denial the specific reasons for the denial of the application. An applicant whose application is denied by the Commissioner under this section may request a hearing within thirty days after receipt of the written notice of the denial pursuant to Section 35-11-710. (I) The requirements of subsections (A) and (B) do not apply to any of the following: (1) a person that acts as a proxy for the sole purpose of voting at a designated meeting of the shareholders or holders of voting shares or voting interests of a licensee or a person in control of a licensee; (2) a person that acquires control of a licensee by devise or descent; (3) a person that acquires control of a licensee as a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law; (4) a person that is exempt under Section 35-11-110(A)(4); (5) a person that the Commissioner determines is not subject to subsection (A) based on the public interest; (6) a public offering of securities of a licensee or a person in control of a licensee; or (7) an internal reorganization of a person in control of the licensee where the ultimate person in control of the licensee remains the same. (J) Persons in subsection (I)(2), (3), (4), (6), and (7), in cooperation with the licensee, shall notify the Commissioner within fifteen days after the acquisition of control. (K)(1) The requirements of subsections (A) and (B) do not apply to a person that has complied with and received approval to engage in money transmission under this chapter or was identified as a person in control in a prior application filed with and approved by the Commissioner or by an MSB-accredited state pursuant to a multistate licensing process, provided that: (a) the person has not had a license revoked or suspended or controlled a licensee that has had a license revoked or suspended while the person was in control of the licensee in the previous five years; (b) if the person is a licensee, the person is well managed and has received at least a satisfactory rating for compliance at its most recent examination by an MSB-accredited state if such rating was given; (c) the licensee to be acquired is projected to meet the requirements of Sections 35-11-215, 35-11-230, and 35-11-600 after the acquisition of control is completed, and if the person acquiring control is a licensee, that licensee is also projected to meet the requirements of Sections 35-11-215, 35-11-230, and 35-11-600 after the acquisition of control is completed; (d) the licensee to be acquired will not implement any material changes to its business plan as a result of the acquisition of control, and if the person acquiring control is a licensee, that licensee also will not implement any material changes to its business plan as a result of the acquisition of control; and (e) the person provides notice of the acquisition in cooperation with the licensee and attests to subsection (K)(1)(a), (b), (c), and (d) in a form and in a medium prescribed by the Commissioner. (2) If the notice is not disapproved within thirty days after the date on which the notice was determined to be complete, the notice is deemed approved. (L) Before filing an application for approval to acquire control of a licensee a person may request in writing a determination from the Commissioner as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the Commissioner determines that the person would not be a person in control of a licensee, the proposed person and transaction is not subject to the requirements of subsections (A) and (B). (M)(1) A licensee adding or replacing any key individual shall: (a) provide notice in a manner prescribed by the Commissioner within fifteen days after the effective date of the key individual's appointment; and (b) provide information as required by Section 35-11-210 within forty-five days of the effective date. (2) Within ninety days of the date on which the notice provided pursuant to item (1) was determined to be complete, the Commissioner may issue a notice of disapproval of a key individual if the competence, experience, character, or integrity of the individual would not be in the best interest of the public or the customers of the licensee to permit the individual to be a key individual of such licensee. (3) A notice of disapproval must contain a statement of the basis for disapproval and must be sent to the licensee and the disapproved individual. A licensee may request a hearing regarding a notice of disapproval, within thirty days after receipt of such notice of disapproval pursuant to Section 35-11-710. (4) If the notice provided pursuant to item (1) is not disapproved within ninety days after the date on which the notice was determined to be complete, the key individual is deemed approved. Effect of Amendment 2024 Act No. 218, SECTION 1, rewrote the section.
S.C. Code Ann. § 35-11-705 — SC Code / Title 35 / Chapter 11 / Article 7 / Section 35-11-705
SECTION 35-11-705. Suspension and revocation of authorized delegates.
Status: in_force

(A) The Commissioner may issue an order suspending or revoking the designation of an authorized delegate, if the Commissioner finds that the: (1) authorized delegate violated this chapter or a regulation or an order issued pursuant to this chapter; (2) authorized delegate did not cooperate with an examination or investigation by the Commissioner; (3) authorized delegate engaged in fraud, intentional misrepresentation, or gross negligence; (4) authorized delegate is convicted of a violation of a state or federal anti-money laundering statute; (5) competence, experience, character, or general fitness of the authorized delegate or a person in control of the authorized delegate indicates that it is not in the public interest to permit the authorized delegate to provide money services; or (6) authorized delegate is engaging in an unsafe or unsound practice. (B) In determining whether an authorized delegate is engaging in an unsafe or unsound practice, the Commissioner may consider the size and condition of the authorized delegate's provision of money services, the magnitude of the loss, the gravity of the violation of this chapter or a regulation or order issued pursuant to this chapter, and the previous conduct of the authorized delegate. (C) The Commissioner shall issue a formal written notice of the suspension or revocation. The Commissioner shall set forth in the order the specific reasons for the suspension or revocation. An authorized delegate may request a hearing within thirty days after receipt of the written notice of suspension or revocation pursuant to Section 35-11-710. Effect of Amendment 2024 Act No. 218, SECTION 1, substituted "Commissioner" for "commissioner" throughout the section; in (A)(1) and in (B), substituted "regulation" for "rule adopted"; and rewrote (C).