S.C. Code Ann. § 33-42-210 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-210
SECTION 33-42-210. Certificate of limited partnership.
Status: in_force

(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the address of the office and the name and address of the agent for service of process required to be maintained by SECTION 33-42-50; (3) the name and a mailing address of each general partner; (4) The latest date upon which the limited partnership is to dissolve; and (5) any other matters the partners determine to include therein. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
S.C. Code Ann. § 33-19-150 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-150
SECTION 33-19-150. Corporate name.
Status: in_force

(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of Sections 33-4-101 and 33-15-106: (1) must contain the words "professional corporation", "professional association", "service corporation", or "chartered" or the abbreviation "P.C.", "PC", or "P.A.", or "PA". (2) may not contain language stating or implying that it is incorporated for a purpose other than that authorized by Section 33-19-110 and its articles of incorporation; and (3) must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation. (b) Sections 33-4-101 and 33-15-106 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
S.C. Code Ann. § 33-41-40 — SC Code / Title 33 / Chapter 41 / Article 1 / Section 33-41-40
SECTION 33-41-40. Rules of construction; applicable rules of law; existing rights are not affected.
Status: in_force

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The law of estoppel shall apply under this chapter. (3) The law of agency shall apply under this chapter. (4) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact substantially identical legislation. (5) This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this chapter takes effect.
S.C. Code Ann. § 33-41-220 — SC Code / Title 33 / Chapter 41 / Article 3 / Section 33-41-220
SECTION 33-41-220. Determining existence of partnership.
Status: in_force

In determining whether a partnership exists, these rules shall apply: (1) Except as provided by SECTION 33-41-380 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profit made by the use of the property; (3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived; and (4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment (a) as a debt by installments or otherwise, (b) as wages of an employee or rent to a landlord, (c) as an annuity to a widow or representative of a deceased partner, (d) as interest on a loan, though the amount of payment vary with the profits of the business or (e) as the consideration for the sale of the good will of a business or other property by installments or otherwise.
S.C. Code Ann. § 33-31-1102 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1102
SECTION 33-31-1102. Limitations on mergers by public benefit or religious corporations.
Status: in_force

(a) Without the prior approval of the court of common pleas of Richland County in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with: (1) a public benefit or religious corporation; (2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; (3) a foreign or domestic business; mutual benefit corporation; or a corporation chartered directly by special act of the General Assembly, a city, county, or other governmental unit other than the Secretary of State, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or, (4) a foreign or domestic business or mutual benefit corporation, provided that: (i) on or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under Section 33-31-1406(a)(5) and (6) had it dissolved; (ii) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and (iii) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation. (b) At least twenty days before consummation of a merger of a public benefit corporation or a religious corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General. (c) No member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. (d) Where approval or consent is required by this section, it must be given if the transaction is consistent with the purposes of the public benefit or religious corporation or is otherwise in the public interest.
S.C. Code Ann. § 33-42-1070 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1070
SECTION 33-42-1070. Limitations on distribution.
Status: in_force

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
S.C. Code Ann. § 33-37-250 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-250
SECTION 33-37-250. Powers.
Status: in_force

In furtherance of the purposes for which the corporation is founded and in addition to the powers conferred on business corporations by this title, the corporation, subject to the restrictions and limitations contained in this chapter, may: (1) elect, appoint, and employ officers, agents, and employees; (2) make contracts and incur liabilities for any of the purposes of the corporation, except that the corporation may not incur secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint-stock company, association, or trust, or in any other manner; (3) borrow money only from (i) the members, (ii) the Small Business Administration, an agency of the United States Government, and (iii) other lending sources approved by the board of directors of the corporation for the purposes of the corporation, issue its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and secure them by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights and privileges of every kind and nature, or any part of them or interest in them, without securing stockholder or member approval. Except as provided in Section 33-37-465 and item (9), a loan to the corporation may not be secured in any manner unless all outstanding loans to the corporation are secured equally and ratably in proportion to the unpaid balance of the loans and in the same manner; (4) make loans or participate with the Small Business Administration, an agency of the United States Government, in loans to any person, firm, corporation, joint-stock company, association, or trust and establish and regulate the terms and conditions of the loans and the charges for interest and service connected with them; (5) purchase, receive, hold, lease, or otherwise acquire and sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with rights and privileges incidental and appurtenant to it and the use of it including, but not limited to, real or personal property acquired by the corporation in the satisfaction of debts or enforcement of obligations; (6) acquire all or part of the good will, business rights, real and personal property, and other assets, of any persons, firms, corporations, joint-stock companies, associations, or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of the person, firm, corporation, joint-stock company, association, or trust; (7) acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments or for the purpose of disposing of it to others for the construction of industrial plants or other business establishments, and to transfer, lease, or otherwise dispose of industrial plants or business establishments; (8) acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in or indebtedness of any person, firm, corporation, joint-stock company, association, or trust, and to exercise all the rights, powers, and privileges of ownership, including the right to vote, while the owner or holder; (9) mortgage, pledge, or otherwise encumber a property right or thing of value acquired pursuant to the powers contained in items (5) through (8), as security for the payment of a part of the purchase price of it; (10) cooperate with and avail itself of the facilities of the Department of Commerce and similar governmental agencies, including the Small Business Administration, an agency of the United States Government, and cooperate with and assist and otherwise encourage organizations in the various communities of the State in the promotion, assistance, and development of the business prosperity and economic welfare of those communities or of the corporation's area of operations or of any part of them; and (11) do all acts and things necessary or convenient to carry out the powers expressly granted in this chapter. Effect of Amendment 2015 Act No. 60, SECTION 1, in (3), deleted "of this section" following "and item (9)"; in (4), deleted text at the end, relating to a showing that the loan applied for had been refused; in (9), deleted "of this section" following "through (8)"; in (10), substituted "of the corporation's area of operations" for "of this State"; deleted former (11), relating to subsidiary corporation organization; and redesignated former (12) as (11).
S.C. Code Ann. § 33-49-50 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-50
SECTION 33-49-50. Exemption from control of Public Service Commission.
Status: in_force

Cooperatives and foreign corporations transacting business in this State pursuant to this chapter, except for the provisions of Sections 58-27-40, 58-27-610 through 58-27-670, 58-27-820, 58-27-840, 58-27-1210, 58-27-1270, 58-27-1280, 58-27-210, and 33-49-150 are exempt from the jurisdiction and control of the Public Service Commission of this State. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 1, inserted "and 33-49-150", substituted "are exempt" for "shall be exempt", and made nonsubstantive changes.
S.C. Code Ann. § 33-1-210 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-210
SECTION 33-1-210. Forms.
Status: in_force

(a) The Secretary of State may prescribe and furnish on request forms for: (1) an application for a certificate of existence, (2) a foreign corporation's application for a certificate of authority to transact business in this State, (3) a foreign corporation's application for a certificate of withdrawal, and (4) in conjunction with the Department of Revenue, the annual report. If the Secretary of State so requires, use of these forms is mandatory. The Secretary of State, through regulation, may prescribe a mandatory form in regard to any other forms required or permitted by Chapters 1 through 20 of this Title to be filed in his office. All such mandatory forms must comply with all statutory requirements contained in Chapters 1 through 20 of this Title. (b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by Chapters 1 through 20 of this Title but their use is not mandatory.
S.C. Code Ann. § 33-49-1430 — SC Code / Title 33 / Chapter 49 / Article 17 / Section 33-49-1430
SECTION 33-49-1430. Third-party notification system.
Status: in_force

Each electric cooperative must consider establishing and maintaining a third-party notification program to allow a residential member to designate a third party to be notified if the electric service is scheduled for termination.
S.C. Code Ann. § 33-31-1024 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1024
SECTION 33-31-1024. Bylaw increasing quorum or voting requirement for directors.
Status: repealed

(a) Subject to any additional approval required by Section 33-31-1030, a bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) if originally adopted by the members, only by the members; (2) if originally adopted by the board of directors, either by the members or by the board of directors. (b) A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed, subject to any additional approval required by Section 33-31-1030, only by a specified vote of either the members or the board of directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
S.C. Code Ann. § 33-38-500 — SC Code / Title 33 / Chapter 38 / Article 5 / Section 33-38-500
SECTION 33-38-500. Annual benefit report.
Status: in_force

(A) A benefit corporation shall prepare an annual benefit report that includes all of the following: (1) a narrative description: (a) the manner in which the benefit corporation has pursued its general public benefit purposes during the year and the extent to which a general public benefit was created; (b) the manner in which the benefit corporation has pursued any specific public benefit purposes during the year and the extent to which a specific public benefit was created; (c) circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit; and (d) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (2) an assessment of the overall social or environmental, or social and environmental, performance of the benefit corporation against a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be performed, audited, or certified by a third-party standards provider; (3) the name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (4) the compensation paid by the benefit corporation during the year to each director in their capacity as a director; (5) the name of each person that owns five percent or more of the outstanding shares of the benefit corporation either beneficially to the extent known to the benefit corporation without independent investigation, or of record; (6) the statement of the benefit director described in Section 33-38-410(C); (7) a statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of five percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of five percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard; and (8) if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of: (a) the persons that exercise the powers, duties, and rights and who have the immunities of the board of directors; and (b) the benefit director, as required by Section 33-38-410(D). (B) The benefit report must be sent annually to each shareholder within one hundred twenty days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders. (C) A benefit corporation shall post all of its annual benefit reports on the publicly accessible portion of its Internet website, if it maintains a website. The compensation paid to directors and any financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted. (D) If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided. (E) The annual report that a benefit corporation is required to deliver to the Secretary of State must include the most recent benefit report delivered to shareholders pursuant to subsection (B), except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report delivered to the Secretary of State under this section.
S.C. Code Ann. § 33-36-220 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-220
SECTION 33-36-220. When corporation constituted.
Status: in_force

When the articles of incorporation conforming to Section 33-36-210 have been filed with the Secretary of State and the specified filing fee has been paid, the subscribers and their associates and successors constitute a corporation. A duplicate received with the original must be endorsed, certified, and returned to the person from whom it was received upon payment of the fee required for certified copies.
S.C. Code Ann. § 33-47-470 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-470
SECTION 33-47-470. Payment upon death, withdrawal or expulsion of member.
Status: in_force

Upon the death, withdrawal or expulsion of a member, the board of directors of the association shall, within one year, cause to be paid such member of his estate one hundred percent of all amounts due him for any and all raw products which have been delivered by him to the association. All other amounts which might be due for capital stock, certificates of interest, reserves or on account of any other equity credits shall be payable in accordance with the charter or bylaws of the association.
S.C. Code Ann. § 33-31-809 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-809
SECTION 33-31-809. Removal of designated or appointed directors.
Status: in_force

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Appointed directors: (1) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. (2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. (3) A removal is effective when the notice is effective unless the notice specifies a future effective date.
S.C. Code Ann. § 33-56-100 — SC Code / Title 33 / Chapter 56 / Section 33-56-100
SECTION 33-56-100. Fiscal records; retention for three years.
Status: in_force

In accordance with the regulations promulgated by the Secretary of State, a charitable organization, professional solicitor, professional fundraising counsel, or commercial co-venturer subject to the provisions of this chapter must keep the true fiscal records as to its activities in this State. The records must be retained for at least three years after the end of the period of registration to which they relate.
S.C. Code Ann. § 33-2-107 — SC Code / Title 33 / Chapter 2 / Section 33-2-107
SECTION 33-2-107. Emergency bylaws.
Status: in_force

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
S.C. Code Ann. § 33-47-10 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-10
SECTION 33-47-10. Short title.
Status: in_force

This chapter shall be referred to as the "Cooperative Marketing Act."
S.C. Code Ann. § 33-14-230 — SC Code / Title 33 / Chapter 14 / Article 2 / Section 33-14-230
SECTION 33-14-230. Appeal from denial of reinstatement.
Status: in_force

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office. (b) The corporation may appeal the denial of reinstatement to the circuit court for Richland County within thirty days after the notice of denial was received. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-20-103 — SC Code / Title 33 / Chapter 20 / Section 33-20-103
SECTION 33-20-103. Application to nonprofit corporations.
Status: in_force

Except for corporations organized under or transacting business pursuant to the provisions of Chapter 49 of this title, except for corporations organized under or transacting business pursuant to Chapter 45 of this title or any other provision of law in this title relating to telephone cooperatives, except for corporations not-for-profit organized or operating pursuant to Chapter 36 of this title, and except for those nonprofit corporations which are governed exclusively by the provisions of Chapter 31 of this title, Chapters 1 through 20 of this title apply to every domestic nonprofit corporation and to any other foreign nonprofit corporation which is authorized to or transacts business in this State except as otherwise provided in Chapters 1 through 20 of this title or by the law regulating the organization, qualification, or governance of the nonprofit corporation.
S.C. Code Ann. § 33-39-450 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-450
SECTION 33-39-450. Voting by stockholders and members.
Status: in_force

As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and the members shall vote separately thereon by classes, and, except as otherwise provided in this chapter, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled. Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined under item (3) (b) of SECTION 33-39-460.
S.C. Code Ann. § 33-42-2040 — SC Code / Title 33 / Chapter 42 / Article 11 / Section 33-42-2040
SECTION 33-42-2040. Filing fees.
Status: in_force

(a) The Secretary of State shall charge ten dollars for filing any document required to be filed pursuant to this chapter. This charge shall include the cost of sending to the person requesting the filing, or that person's designee, a duplicate copy of the document submitted with the original showing the date of filing. (b) In all other cases of requests for copies of documents filed pursuant to this chapter, the Secretary of State shall charge one dollar for the first page, fifty cents for each additional page, and two dollars for furnishing a certificate under seal.
S.C. Code Ann. § 33-12-101 — SC Code / Title 33 / Chapter 12 / Section 33-12-101
SECTION 33-12-101. Sale of assets in regular course of business; mortgage or transfer of assets; approval of shareholders.
Status: in_force

(a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may: (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; or (2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber all, or substantially all, of its property whether or not in the usual and regular course of business. (b) A public corporation, on the terms and conditions and for the consideration determined by the board of directors, may transfer any or all of its property to a corporation, all the shares of which are owned by the public corporation. (c) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) or (b) is not required.
S.C. Code Ann. § 33-41-210 — SC Code / Title 33 / Chapter 41 / Article 3 / Section 33-41-210
SECTION 33-41-210. "Partnership" defined; application to limited partnerships.
Status: in_force

A "partnership" is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this State, a registered limited liability partnership. However, any association formed under any other statute of this State or any statute adopted by authority, other than the authority of this State, is not a partnership under this chapter unless the association would have been a partnership in this State before the adoption of this chapter on February 13, 1950. This chapter shall apply to limited partnerships except insofar as the statutes relating to the partnerships are inconsistent with the provisions of this chapter.
S.C. Code Ann. § 33-39-420 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-420
SECTION 33-39-420. Application for membership.
Status: in_force

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and the membership shall become effective upon acceptance of such application by the board.
S.C. Code Ann. § 33-11-105 — SC Code / Title 33 / Chapter 11 / Section 33-11-105
SECTION 33-11-105. Articles of merger or share exchange.
Status: in_force

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or share exchange including: (1) the plan of merger or share exchange; (2) if shareholder approval was not required, a statement to that effect; (3) if approval of the shareholders of one or more corporations party to the merger or share exchange was required: (i) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (ii) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group. (b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
S.C. Code Ann. § 33-31-1201 — SC Code / Title 33 / Chapter 31 / Article 12 / Section 33-31-1201
SECTION 33-31-1201. Sale of assets in regular course of activities and mortgage of assets.
Status: in_force

(a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may: (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or (2) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) is not required.
S.C. Code Ann. § 33-41-750 — SC Code / Title 33 / Chapter 41 / Article 9 / Section 33-41-750
SECTION 33-41-750. Rights of creditor when partner is a judgment debtor; redemption of partner's interest.
Status: in_force

(1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon and may then or later appoint a receiver of his share of the profits and of any other money due or to fall due to him in respect of the partnership and make all other orders, directions, accounts and inquiries which the debtor partner might have made or which the circumstances of the case may require. (2) The interest charged may be redeemed at any time before foreclosure or in case of a sale being directed by the court may be purchased without thereby causing a dissolution (a) with separate property, by any one or more of the partners or (b) with partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold. (3) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
S.C. Code Ann. § 33-36-260 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-260
SECTION 33-36-260. Powers.
Status: in_force

A corporation not-for-profit organized pursuant to this chapter, unless otherwise provided in its articles of incorporation or by law, has the power to: (1) have succession by its corporate name for the period provided for in its articles of incorporation; (2) sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person; (3) adopt and use and alter a common corporate seal; (4) elect or appoint officers and agents as its affairs require and allow them reasonable compensation; (5) adopt, change, amend, and repeal bylaws, not inconsistent with law or its articles of incorporation, for the administration of the affairs of the corporation and the exercise of its corporate powers; (6) increase, by vote of its members cast as the bylaws direct, the numbers of its board members, managers, or officers so that the number is not less than three; (7) make contracts and incur liabilities, borrow money at the rates of interest the corporation determines, issue its notes, bonds, and other obligations, secure its obligations by mortgage, and pledge all or any of its property, franchises, or income; (8) conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or any foreign country; (9) purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with real or personal property, or any interest in it, wherever situated; (10) acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and licenses and other rights or interests in them; (11) sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or part of its property and assets; (12) purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with shares and other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or other government, state, territory, governmental district, municipality, or an instrumentality of them; (13) lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested; (14) make donations for the public welfare or for religious, charitable, scientific, educational, or other similar purposes; (15) have and exercise all powers necessary or convenient to effect the purposes for which the corporation is organized.
S.C. Code Ann. § 33-31-811 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-811
SECTION 33-31-811. Vacancy on board.
Status: in_force

(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 33-31-807(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
S.C. Code Ann. § 33-46-330 — SC Code / Title 33 / Chapter 46 / Article 3 / Section 33-46-330
SECTION 33-46-330. Sale of assets; procedures.
Status: in_force

A telephone cooperative may sell its assets as follows: (A) A sale (which term includes a sale, lease, exchange, or other disposition of assets, except a mortgage of or other security interest in the assets) of all, or substantially all, the property and assets, with or without the goodwill, of a telephone cooperative may be made upon such terms and conditions and for such consideration (which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign) as is authorized in the following manner: (1) The board of directors shall adopt a resolution recommending such sale and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting. (2) Written or printed notice must be given to each member of record entitled to vote at such meeting within the time and in the manner provided for the giving of notice of meetings of members. The notice shall state whether the meeting is an annual or a special meeting and shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed sale. (3) At such meeting, the members may authorize such sale and may fix or may authorize the board of directors to fix any or all of the terms and conditions thereof, including the consideration to be received by the telephone cooperative. Each member of the telephone cooperative is entitled to vote thereon. Such authorization requires the affirmative vote of at least two-thirds of all the members of the telephone cooperative. (B) The articles of incorporation or bylaws of any telephone cooperative may contain a provision prescribing for approval of any sale of assets by a vote greater than, but in no event less than, two-thirds of all members. (C) After such authorization by a vote of the membership, the board of directors, in its discretion, may abandon such sale of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval by members. (D) A sale (which term includes a sale, lease, exchange, or any other disposition of assets, except a mortgage of or other security interest in the assets) of less than all or substantially all of the property and assets of the cooperative may be undertaken without following the procedures of this section upon determination of the board of directors that such sale will not affect the quality of service provided by the cooperative or the economic stability of the cooperative. After the board of directors makes this finding, the assets may be sold upon such terms and conditions and for such consideration as determined by the board, provided that two-thirds of the directors vote to approve the terms, conditions, and price and thereafter two-thirds of the board approves the sale.
S.C. Code Ann. § 33-31-725 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-725
SECTION 33-31-725. Cumulative voting for directors.
Status: in_force

(a) If the articles provide for cumulative voting by members, members may so vote by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (b) Cumulative voting is not authorized at a particular meeting unless: (1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes and, if one member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice. (c) A director elected by cumulative voting may be removed by the members without cause if the requirements of Section 33-31-808 are met unless the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written ballot, all memberships entitled to vote were voted and the entire number of directors authorized at the time of the director's most recent election were then being elected. (d) Members may not cumulatively vote if the directors and members are identical.
S.C. Code Ann. § 33-47-110 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-110
SECTION 33-47-110. Annual reports.
Status: in_force

Each association formed under this chapter shall prepare and make out an annual report on forms furnished by the director of the State extension service of Clemson University containing: (1) The name of the association; (2) Its principal place of business; and (3) A general statement of its business operations during the fiscal year, showing (a) the amount of capital stock paid up and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a nonstock association, (b) the total expenses of operations, (c) the amount of its indebtedness or liability and (d) its balance sheets.
S.C. Code Ann. § 33-47-410 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-410
SECTION 33-47-410. Membership.
Status: in_force

Under the terms and conditions prescribed in its bylaws an association may admit as members or issue common stock only to persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of such products and any lessors and landlords who receive as rent part of the crop raised on the leased premises.
S.C. Code Ann. § 33-47-610 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-610
SECTION 33-47-610. Issuance of stock.
Status: in_force

No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the members' right to vote.
S.C. Code Ann. § 33-44-810 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-810
SECTION 33-44-810. Procedure for and effect of administrative dissolution.
Status: in_force

(a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice, the Secretary of State shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the company with a copy of the certificate. (c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section 33-44-802 and to notify claimants under Sections 33-44-807 and 33-44-808. (d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.
S.C. Code Ann. § 33-31-206 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-206
SECTION 33-31-206. Bylaws.
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
S.C. Code Ann. § 33-46-650 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-650
SECTION 33-46-650. Merger of telephone cooperative into different corporation.
Status: in_force

Any telephone cooperative may merge into a corporation which is not another telephone cooperative by complying with the following requirements: (1) The proposition for the merger of the telephone cooperative into the corporation and proposed articles of merger to give effect thereto must be first approved by the board of directors of the cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state: (a) the name of the telephone cooperative, the address of its principal office, and the date of the filing of the articles of incorporation in the Office of the Secretary of State; (b) the name of the corporation and the address of its principal office; (c) a statement that the telephone cooperative elects to be merged into the corporation; (d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting memberships in the telephone cooperative into shares of stock in the corporation; and (e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new corporation. (2) The proposition for the merger and the proposed articles of merger approved by the board of directors of the telephone cooperative must then be submitted to a vote of the members of such telephone cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger must be considered approved upon the affirmative vote of not less than two-thirds of the members of the telephone cooperative. (3) Upon such approval by the members of the telephone cooperative, articles of merger in the form approved must be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties of the president or vice president of the telephone cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were complied with by such telephone cooperative. The articles of merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-14-330 — SC Code / Title 33 / Chapter 14 / Article 3 / Section 33-14-330
SECTION 33-14-330. Decree of dissolution.
Status: in_force

(a) If after a hearing the court determines that grounds for judicial dissolution described in Section 33-14-300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of court shall deliver a certified copy of the decree to the Secretary of State, who shall file it without charging any fee. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 33-14-105 and the notification of claimants in accordance with Sections 33-14-106 and 33-14-107.
S.C. Code Ann. § 33-57-180 — SC Code / Title 33 / Chapter 57 / Section 33-57-180
SECTION 33-57-180. Administrative fines.
Status: repealed

All administrative fines collected pursuant to this chapter must be transmitted to the State Treasurer and deposited in the state general fund. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-31-201 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-201
SECTION 33-31-201. Incorporators.
Status: in_force

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
S.C. Code Ann. § 33-49-1240 — SC Code / Title 33 / Chapter 49 / Article 13 / Section 33-49-1240
SECTION 33-49-1240. Execution of articles and affidavit; submission to Secretary of State.
Status: in_force

Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such corporation by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice-president executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this article with respect to the approval of its trustees or directors and its members or stockholders of the proposition for the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-49-120 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-120
SECTION 33-49-120. Cooperatives and foreign corporations shall be subject to all taxes except income taxes.
Status: in_force

Each cooperative and each foreign corporation transacting business in this State pursuant to this chapter, beginning with taxes to be assessed on December 31, 1969, shall be subject to and pay property taxes levied by the State, any county, municipality, school district or any other taxing subdivision, and shall be subject to and pay such other taxes as may be imposed by law, but shall be exempt from income taxes.
S.C. Code Ann. § 33-44-207 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-207
SECTION 33-44-207. Correcting filed record.
Status: in_force

(a) A limited liability company or foreign limited liability company may correct a record filed by the Secretary of State if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) by preparing articles of correction that: (i) describe the record, including its filing date, or attach a copy of it to the articles of correction; (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and (iii) correct the incorrect statement or defective signing; and (2) by delivering the corrected record to the Secretary of State for filing. (c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
S.C. Code Ann. § 33-39-60 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-60
SECTION 33-39-60. Corporation and its securities exempt from taxes.
Status: in_force

The corporation shall not be subject to any taxes based upon or measured by income which are now or may be hereafter levied by the State; and the securities, evidences of indebtedness and shares of the capital stock issued by the corporation established under the provisions of this chapter, their transfer, income therefrom and deposits of financial institutions invested therein shall at all times be free from taxation within the State.
S.C. Code Ann. § 33-49-255 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-255
SECTION 33-49-255. Restrictions on interruption of electric service to residential customer for nonpayment of bill; exceptions.
Status: in_force

(A) Except as provided in subsection (B) of this section, an electric cooperative must not interrupt electric service to any residential customer for nonpayment of a bill until twenty-five days have elapsed from the date of billing. (B) An electric cooperative may interrupt electric service to a residential customer who has voluntarily enrolled in a prepay program if the prepay program allows the customer to monitor his consumption of electricity and his account balance on a daily basis and the balance of that customer's prepay account is zero, provided that the following conditions are met: (1) at the time the residential customer enrolls in the prepay program, the residential customer is informed and agrees that his electric service may be interrupted when the balance of his prepay account reaches zero; (2) electric service must not be interrupted before 10:00 a.m. on the next business day following an attempt by the electric cooperative to give the customer notice of the impending interruption by telephone or electronically; and (3) service must not be interrupted except during hours when the electric cooperative is accepting cash payments. For purposes of this subsection, a business day is any day in which the electric cooperative, or an agent, is accepting cash payments. (C) Nothing contained in this section must be construed so as to relieve an electric cooperative of the requirements of Act 313 of 2006. (D) A person aggrieved by a violation of this section must make a complaint to the Office of Regulatory Staff for redress in accordance with applicable law. If the matter is not resolved after making a complaint to the Office of Regulatory Staff, the person may petition the courts of this State for redress. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 3, in (B), made nonsubstantive changes; in (C), substituted "in this section must" for "herein shall" and rewrote (D), providing that complaints must be made to the Office of Regulatory Staff and then, if necessary, the courts.
S.C. Code Ann. § 33-47-450 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-450
SECTION 33-47-450. Representation of members other than natural persons.
Status: in_force

If a member of a nonstock association be other than a natural person, such member may be represented by an individual, associate, officer or member thereof duly authorized in writing.
S.C. Code Ann. § 33-3-103 — SC Code / Title 33 / Chapter 3 / Section 33-3-103
SECTION 33-3-103. Emergency powers.
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio. (2) One or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot be assembled readily because of some catastrophic event.
S.C. Code Ann. § 33-18-300 — SC Code / Title 33 / Chapter 18 / Article 4 / Section 33-18-300
SECTION 33-18-300. Merger, share exchange, and sale of assets.
Status: in_force

(a) A plan of merger or share exchange that, if effected, would: (1) terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; (2) create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of each constituent corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan. (b) A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.
S.C. Code Ann. § 33-7-280 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-280
SECTION 33-7-280. Voting for directors; cumulative voting.
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders have a right to cumulate their votes for directors unless the articles of incorporation otherwise provide. The right to cumulate votes means that the shareholders are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. (c) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate his votes shall either (1) give written notice of his intention to the president or other officer of the corporation not less than forty-eight hours before the time fixed for the meeting, which notice must be announced in the meeting before the voting, or (2) announce his intention in the meeting before the voting for directors commences; and all shareholders entitled to vote at the meeting shall without further notice be entitled to cumulate their votes. If cumulative voting is to be used, persons presiding may, or if requested by any shareholder shall, recess the meeting for a reasonable time to allow deliberation by shareholders, not to exceed two hours. (d) The articles of a corporation may not be amended to remove cumulative voting if the votes cast against the amendment would be sufficient to elect a director to the board of directors if cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of a director of any class of directors.
S.C. Code Ann. § 33-11-103 — SC Code / Title 33 / Chapter 11 / Section 33-11-103
SECTION 33-11-103. Action on plan.
Status: in_force

(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares are to be acquired in the share exchange, shall submit the plan of merger (except as provided in subsection (h)) or share exchange for approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1) the board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and (2) the shareholders entitled to vote must approve the plan. (c) The board of directors may condition its submission of the proposed merger or share exchange on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan. In addition, the notice must be accompanied by balance sheets of each corporation participating in the merger or share exchange showing in reasonable detail the financial condition of the corporation as of the close of the two preceding fiscal years and by income statements of each participating corporation for the three preceding fiscal years. (e) Unless Chapters 1 thru 20 of this title or the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote than that specified by this subsection or the articles of incorporation, the plan of merger or share exchange to be adopted must be approved by: (1) two-thirds of the votes entitled to be cast on the plan, regardless of the class or voting group to which the shares belong, and (2) two-thirds of the votes entitled to be cast on the plan within each voting group entitled to vote as a separate voting group on the plan. (f) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (e), but the required vote must be at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote separately on the plan. (g) Separate voting by voting groups is required: (1) on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under Section 33-10-104; (2) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group. (h) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) the articles of incorporation of the surviving corporation will not differ (except for amendments enumerated in Section 33-10-102) from its articles before the merger; (2) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after; (3) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent the total number of participating shares outstanding immediately before the merger. (i) As used in subsection (h): (1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (j) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned (subject to any contractual rights), without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
S.C. Code Ann. § 33-42-260 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-260
SECTION 33-42-260. Filing in office of Secretary of State.
Status: in_force

(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) must be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall: (1) endorse on each duplicate original the word "Filed" and the day, month, and year of the filing thereof; (2) file one duplicate original in his office; and (3) return the other duplicate original to the person who filed it or his representative. (b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein and, upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.
S.C. Code Ann. § 33-36-240 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-240
SECTION 33-36-240. Amendment of charter and articles of incorporation.
Status: in_force

A corporation incorporated pursuant to this chapter may amend its charter as provided in its bylaws. The articles of incorporation may be amended and the amendment incorporated into the articles only if the amendment has been filed with the Secretary of State and all filing fees have been paid.
S.C. Code Ann. § 33-42-1010 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1010
SECTION 33-42-1010. Interim distributions.
Status: in_force

Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happenings of the events specified in the partnership agreement.
S.C. Code Ann. § 33-31-726 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-726
SECTION 33-31-726. Other methods of electing directors.
Status: in_force

A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; or (4) by any other reasonable method.
S.C. Code Ann. § 33-31-824 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-824
SECTION 33-31-824. Quorum and voting.
Status: in_force

(a) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or bylaws require the vote of a greater number of directors. (c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented to the action taken unless: (1) the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting; (2) the director votes against the action and the vote is entered in the minutes of the meeting; (3) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (4) the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action.
S.C. Code Ann. § 33-39-40 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-40
SECTION 33-39-40. Establishment and maintenance of surplus.
Status: in_force

Each year the corporation shall set apart as earned surplus not less than ten per cent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable, and the directors' determination made in good faith shall be conclusive on all persons.
S.C. Code Ann. § 33-57-120 — SC Code / Title 33 / Chapter 57 / Section 33-57-120
SECTION 33-57-120. Nonprofit organization qualification to conduct raffles; exemptions; annual raffle form and fee; revocation of registration; investigation.
Status: repealed

(A) A nonprofit organization is qualified to conduct raffles in accordance with the provisions of this chapter if the nonprofit organization: (1) is recognized by the South Carolina Department of Revenue and the United States Internal Revenue Service as exempt from federal and state income taxation pursuant to Internal Revenue Code Section 501(c)(3), 501(c)(4), 501(c)(6), 501(c)(7), 501(c)(8), 501(c)(10), 501(c)(19), or 501(d), or is a class, department, or organization of an educational institution, as defined in Chapter 56, Title 33; (2) is organized and operated for religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals; and (3) is registered with the Secretary pursuant to the requirements of Chapter 56, Title 33, unless it is exempt from or not required to follow the registration requirements of Chapter 56, Title 33, or is a governmental unit or educational institution of this State. (B)(1) The requirement to register with the secretary for the purpose of operating raffles for charitable purposes shall apply to any and all nonprofit organizations that intend to operate a raffle in this State, including those organizations that are exempt from or not required to follow the requirements for solicitation of charitable funds pursuant to Chapter 56, Title 33. (2) An exemption from registration for the purpose of operating raffles is authorized for: (a) raffles operated by a nonprofit organization for charitable purposes, where a noncash prize is donated for the nonprofit raffle and the total value of the prize or prizes offered for a raffle event is not more than nine hundred fifty dollars; and (b) fifty-fifty raffles where the tickets are sold to members or guests of a nonprofit organization, and not to the general public, and the total value of proceeds collected is not more than nine hundred fifty dollars. (3) An organization operating a raffle that is within an exemption authorized by the provisions of item (2) shall not operate more than one raffle every seven calendar days. (C) Nonprofit organizations that comply with the requirements of Section 33-57-120(A) and intend to operate a raffle must submit an annual raffle form with a fee of fifty dollars to the Secretary. Proceeds from the fees shall be retained by the Secretary for enforcement of these provisions. This registration form shall cover all authorized raffles for that nonprofit organization's fiscal year. Registrations for raffles shall expire on the fifteenth day of the fifth month after the end of a nonprofit organization's fiscal year. (D) The Secretary may revoke a registration issued pursuant to this chapter if an organization is not in compliance with the exemption requirements of the Internal Revenue Code. A registration revoked under this chapter must not be reissued until a new application for registration has been made and the Secretary determines that the organization is in compliance with the applicable provisions of the Internal Revenue Code. (E) Nonprofit organizations, other organizations, and persons operating raffles for charitable purposes are subject to investigation and other actions by the Secretary and subject to all penalties contained in Chapters 56 and 57, Title 33. (F) Nonprofit organizations, other organizations, or persons operating raffles or lotteries that violate the provisions of Chapter 19, Title 16, are subject to investigation and other actions by law enforcement. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis." Effect of Amendment 2018 Act No. 192, SECTION 1, in (B), in (2)(a), substituted "nine hundred fifty dollars" for "five hundred dollars", and made a nonsubstantive change.
S.C. Code Ann. § 33-44-808 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-808
SECTION 33-44-808. Other claims against dissolved limited liability company.
Status: in_force

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice: (1) a claimant who did not receive written notice under Section 33-44-807; (2) a claimant whose claim was timely sent to the dissolved company but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) against the dissolved limited liability company, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
S.C. Code Ann. § 33-31-1005 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1005
SECTION 33-31-1005. Articles of amendment.
Status: in_force

A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1030, a statement that the approval was obtained; (7) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself must be included in the articles.
S.C. Code Ann. § 33-15-108 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-108
SECTION 33-15-108. Change of registered office or registered agent of foreign corporation.
Status: in_force

(a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) its name; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of its new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent to the appointment either on the statement or attached to it; and (6) that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
S.C. Code Ann. § 33-6-220 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-220
SECTION 33-6-220. Liability of shareholders.
Status: in_force

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 33-6-210) or specified in the subscription agreement (Section 33-6-200). (b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
S.C. Code Ann. § 33-38-400 — SC Code / Title 33 / Chapter 38 / Article 4 / Section 33-38-400
SECTION 33-38-400. Accountability for benefit corporation.
Status: in_force

(A) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors, and individual directors of a benefit corporation, shall consider the effects of any action or decision not to act upon the following: (1) the shareholders of the benefit corporation; (2) the employees and workforce of the benefit corporation, its subsidiaries, and suppliers; (3) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation; (4) community and societal factors, including the interests of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located; (5) the local and global environment; (6) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and (7) the ability of the benefit corporation to accomplish its general and any specific public benefit purpose. (B) In addition to the required considerations in subsection (A), a director of a benefit corporation may consider the following: (1) the resources, intent, and past, stated, and potential conduct of any person seeking to acquire control of the benefit corporation; and (2) other pertinent factors or the interests of any other group that the director in good faith considers to be appropriate. (C) A director of a benefit corporation need not give priority to the interests of a particular person or group referred to in subsections (A) and (B) of this section over the interests of any other person or group unless the benefit corporation's articles of incorporation explicitly specify its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose. (D) The consideration of interests and factors in the manner required by this section is not considered to be inconsistent with the requirements of Section 33-38-300. (E) A director is not personally liable for monetary damages for: (1) any act taken as a director, or any omission to act as a director, if the director performed the duties of office in compliance with Sections 33-8-300, 33-8-310, 33-8-320, or 33-8-330; or (2) the failure of the benefit corporation to pursue or create a general or specific public benefit. (F) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
S.C. Code Ann. § 33-46-300 — SC Code / Title 33 / Chapter 46 / Article 3 / Section 33-46-300
SECTION 33-46-300. Powers of telephone cooperatives.
Status: in_force

A telephone cooperative operating in accordance with this chapter has all the powers conferred on private corporations by Section 33-3-102 unless restricted herein or by the bylaws of the telephone cooperative. A telephone cooperative also has the power to: (1) construct, maintain, and operate lines for communications and information services along, upon, under, and across all public thoroughfares including, without limitation of the generality of the foregoing, all roads, highways, streets, alleys, bridges, and causeways, and upon, under, and across all publicly-owned lands, subject, however, to the requirements in respect to the use of such thoroughfares and lands that are imposed by the respective authorities having jurisdiction thereof upon corporations constructing or operating telephone lines or systems; (2) become a member in one or more other cooperatives or corporations or to own shares therein; (3) provide communication services including, but not limited to, the transmission of voice, sounds, signals, pictures, writing, or signs of all kinds through the use of electricity or the electromagnetic spectrum between the transmitting and receiving apparatus, together with any telecommunication services requiring band-width capacity, community antenna, and cable television services and including all lines, wires, radio, lights, electromagnetic impulse, and all facilities, systems, or other means used in the rendition of such services, but not including message telegram services or radio broadcasting services or facilities within the meaning of Section 3(o) of the Federal Communications Act of 1934, as amended (47 USC Section 153(o)); (4) construct, purchase, take, receive, lease as lessee, or otherwise acquire, to own, hold, use, equip, maintain, and operate, and to sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber communication lines or systems, lands, buildings, structures, plants, and equipment and any and all kinds and classes of real or personal property whatsoever considered necessary, convenient, or appropriate to accomplish the purpose for which the telephone cooperative is organized; (5) purchase or otherwise acquire, to own, hold, use, and exercise, and to sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber franchises, rights, privileges, licenses, rights-of-way, and easements; (6) borrow money and otherwise contract indebtedness, to issue notes, bonds, and other evidences of indebtedness therefor and to secure the payment thereof by mortgage, pledge, deed of trust, or any other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues, or income; (7) exercise the power of eminent domain; (8) conduct its business and exercise any or all of its powers within or without this State; (9) do and perform any and all other acts and things and to exercise any and all other powers that may be necessary, convenient, or appropriate to accomplish the purpose for which the telephone cooperative is organized.
S.C. Code Ann. § 33-44-104 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-104
SECTION 33-44-104. Supplemental principles of law.
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 34-31-20.
S.C. Code Ann. § 33-46-60 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-60
SECTION 33-46-60. Construction of chapter.
Status: in_force

This chapter must be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing must not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.
S.C. Code Ann. § 33-56-20 — SC Code / Title 33 / Chapter 56 / Section 33-56-20
SECTION 33-56-20. Definitions.
Status: in_force

As used in this chapter, unless a different meaning is required by the context: (1)(a) "Charitable organization" means a person, as defined in item (7): (i) determined by the Internal Revenue Service to be a tax exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code; (ii) that is or holds itself out to be established for any benevolent, social welfare, scientific, educational, environmental, philanthropic, humane, patriotic, public health, civic, or other eleemosynary purpose, or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety; or (iii) that employs a charitable appeal as the basis of solicitation or an appeal that suggests that there is a charitable purpose to a solicitation, or that solicits or obtains contributions solicited from the public for a charitable purpose. (b) This definition does not include: (i) a church, synagogue, mosque, or other congregation organized for the purpose of divine worship, and integrated auxiliaries of them, or a religious organization determined by the Internal Revenue Service to be a tax exempt organization that is not required to file Internal Revenue Service Form 990, Form 990-EZ, or Form 990-N based on its religious classification. "Integrated auxiliaries", as used in this subsection, include men's or women's organizations, seminaries, mission societies, and youth groups affiliated with a church, synagogue, mosque, or other congregation organized for the purpose of divine worship; or (ii) a candidate for national, state, or local office or a political party or other group required to file information with the Federal Election Commission or State Election Commission. (2) "Charitable purpose" means a purpose described in Section 501(c)(3) of the Internal Revenue Code or a benevolent, social welfare, scientific, educational, environmental, philanthropic, humane, patriotic, public health, civic, or other eleemosynary objective, including an objective of an organization of law enforcement personnel, firefighters, or other persons who protect the public safety if a stated purpose of the solicitations includes a benefit to a person outside the actual service membership of the organization. (3) "Commercial co-venturer" means a person that regularly and primarily engages in trade or commerce for profit that, for the benefit of a charitable organization, may raise funds by advertising that the purchase or use of goods, services, entertainment, or other thing of value benefits the charitable organization, if it is offered at a price comparable to similar goods or services in the market. (4) "Contribution" means the promise, grant, or pledge of money, credit, assistance, or property of any kind or value. It does not include bona fide fees, dues, assessments, or sponsorships paid by members of an organization if membership is not conferred solely as consideration for making a contribution in response to a solicitation, and the monetary value of the fees, dues, assessments, or sponsorships compares reasonably with the monetary value of benefits provided to members. Fees, dues, assessments, or sponsorships paid by members primarily to support the organization's activities, and not to obtain benefits of more than nominal or insubstantial monetary value, are contributions within the meaning of this chapter. (5) "Educational institution" means an organization organized and operated exclusively for educational purposes, which usually maintains a regular faculty and curriculum and usually has a regularly enrolled body of pupils or students in attendance at the place where educational activities are regularly conducted. The term "educational institution" also includes the following persons, entities, or institutions if their fundraising activities are not conducted by professional solicitors as defined by this chapter: (a) an educational institution that is a nonprofit junior or senior college in South Carolina whose major campus and headquarters are located within this State and which is accredited by the Southern Association of Colleges and Schools or other accreditation commission that is recognized by the United States Department of Education; and (b) a person or an entity performing sanctioned fundraising activities on behalf of the educational institutions referenced in subitem (a), its foundations, or related or affiliated funds. (6) "Parent organization" means that part of a charitable organization which coordinates, supervises, or exercises control over policy, fundraising, and expenditures, or assists or advises one or more chapters, branches, or affiliates in this State. (7) "Person" means an individual, an organization, a trust, a foundation, a group, an association, a partnership, a corporation, a society, or a combination of them. (8) "Professional fundraising counsel" means a person that for a fixed rate of compensation plans, conducts, manages, prepares materials for, advises, or acts as a consultant, directly or indirectly, in connection with soliciting contributions for or on behalf of a charitable organization, but that actually does not solicit, receive, or collect contributions as a part of these services. A person whose compensation is computed on the basis of funds actually raised or to be raised is not a professional fundraising counsel pursuant to the provisions of this chapter. A bona fide salaried officer or employee of a charitable organization maintaining a permanent establishment within this State, or the bona fide salaried officer or employee of a parent organization certified as tax exempt, is not a professional fundraising counsel. (9) "Professional solicitor" means a person that, for monetary or other consideration, solicits contributions for or on behalf of a charitable organization, either personally or through its agents, servants, or employees or through agents, servants, or employees who are specially employed by or for a charitable organization, who are engaged in the solicitation of contributions under the direction of that person. "Professional solicitor" also means a person that plans, conducts, manages, carries on, advises, or acts as a consultant to a charitable organization in connection with the solicitation of contributions but does not qualify as "professional fundraising counsel" within the meaning of this chapter. A bona fide salaried officer, unpaid director, a bona fide employee of a charitable organization, or a part-time student employee of an educational institution is not a professional solicitor. A paid director or employee of a charitable organization is not a professional solicitor unless his salary or other compensation is paid as a commission computed on the basis of funds actually raised or to be raised. (10) "Solicit" and "solicitation" means to request and the request for money, credit, property, financial assistance, or other thing of value, or a portion of it, to be used for a charitable purpose or to benefit a charitable organization. A solicitation takes place whether or not the person making the request receives a contribution. Effect of Amendment 2014 Act No. 135, SECTION 1, rewrote subsections (1)(b)(i), (4), (5), (8), and (9).
S.C. Code Ann. § 33-1-300 — SC Code / Title 33 / Chapter 1 / Article 3 / Section 33-1-300
SECTION 33-1-300. Powers.
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of him by Chapters 1 through 20 of this Title.
S.C. Code Ann. § 33-31-120 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-120
SECTION 33-31-120. Filing requirements.
Status: in_force

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office of the Secretary of State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be in a medium and form as permitted by the Secretary of State. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the Secretary or an assistant secretary; or (3) an acknowledgement, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for a document under Section 33-31-121, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, except as provided in Sections 33-31-503 and 33-31-1509, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. Effect of Amendment The 2005 amendment, in subsection (d), substituted "in a medium and form as permitted by the Secretary of State" for "typewritten or printed".
S.C. Code Ann. § 33-36-250 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-250
SECTION 33-36-250. Conformance to provisions of Sections 33-36-10 and 33-36-20.
Status: in_force

The Secretary of State shall conform articles of incorporation supplied by his office for "corporations not-for-profit" to the provisions of Sections 33-36-10 and 33-36-20. In addition, any other forms supplied by the Secretary of State which may be required of a corporation not- for-profit must be conformed to the provisions of this chapter.
S.C. Code Ann. § 33-6-240 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-240
SECTION 33-6-240. Share options; restrictions and conditions for owners of specified percentage of shares.
Status: in_force

(A) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued. (B) In the case of a public corporation, the terms and conditions of such rights, options, or warrants may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by the holder or holders or beneficial owner or owners of a specified number or percentage of the outstanding voting shares of the public corporation or by any transferee or any such holder or owner, or that invalidate or void the rights, options, or warrants held by the holder or owner or by the transferee. Determinations by the board of directors whether to impose, enforce, waive, or otherwise render ineffective any such restrictions or conditions may be judicially reviewed in an appropriate proceeding.
S.C. Code Ann. § 33-14-104 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-104
SECTION 33-14-104. Revocation of dissolution.
Status: in_force

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if shareholder action was required to revoke the dissolution: (i) the number of votes entitled to be case on the proposal to revoke the dissolution; and (ii) either the total number of votes cast for and against revocation or the total number of undisputed votes cast for revocation and a statement that the number cast for revocation was sufficient for approval. (7) If voting by voting groups was required, the information required by item (6) must be separately provided for each voting group entitled to vote separately on the proposal to revoke the dissolution. (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
S.C. Code Ann. § 33-39-240 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-240
SECTION 33-39-240. Calling first meeting; organization; quorum.
Status: in_force

The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of such unanimous agreement of the incorporators. At such first meeting the incorporators shall organize by the choice of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Six of the incorporators shall be a quorum for the transaction of business.
S.C. Code Ann. § 33-15-101 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-101
SECTION 33-15-101. Authority to transact business required.
Status: in_force

(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) maintaining, defending, or settling a proceeding; (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce; (12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State; or (13) owning, without more, an interest in a limited liability company organized or transacting business in this State. (c) The list of activities in subsection (b) is not exhaustive.
S.C. Code Ann. § 33-44-411 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-411
SECTION 33-44-411. Continuation of term company after expiration of specified term.
Status: in_force

(a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company. (b) If the members in a member-managed company or the managers in a manager-managed company continue the business without any winding up of the business of the company, it continues as an at-will company.
S.C. Code Ann. § 33-47-640 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-640
SECTION 33-47-640. Limitation on amount of stock held.
Status: in_force

No stockholder of a cooperative association shall own more than one half of the issued common stock of the association. And an association, in its bylaws, may limit the amount of common stock which one member may own to any amount less than one twentieth of the issued common stock.
S.C. Code Ann. § 33-44-702 — SC Code / Title 33 / Chapter 44 / Article 7 / Section 33-44-702
SECTION 33-44-702. Court action to determine fair value of distributional interest.
Status: in_force

(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest; (2) specify the terms of the purchase including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and (3) require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price. (b) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court. (c) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under Section 33-44-801(b)(5)(iv). If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale had not been ordered. (d) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with Section 33-44-701(b). (e) Interest must be paid on the amount awarded from the date determined under Section 33-44-701(a) to the date of payment.
S.C. Code Ann. § 33-36-650 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-650
SECTION 33-36-650. Election of board members; district representation; terms.
Status: in_force

The bylaws may provide for the division of the service area of the corporation into two or more districts for designating seats on its governing board. The bylaws also may provide that a district have two or more seats on its governing board. One or more members may be elected from each district to fill the seats designated for the district. The entire membership must vote on election of board members even though only members from certain geographic districts are qualified candidates for district board seats. The bylaws may provide further that board elections be staggered so that no less than one-third or more than one-half of all board members' terms expire each year.
S.C. Code Ann. § 33-49-70 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-70
SECTION 33-49-70. Recording of mortgages; effect thereof.
Status: in_force

Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporation transacting business in this State pursuant to this chapter which by its terms creates a lien upon real and personal property then owned or after-acquired and which is recorded as a mortgage of real property in any county in which such property is located or is to be located shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded or filed in the proper office in such county as a mortgage of personal property. Recordation of any such mortgage, deed of trust or other instrument shall cause the lien thereof to attach to all after-acquired property of the mortgagor of the nature therein described as being mortgaged or pledged thereby immediately upon the acquisition thereof by the mortgagor and such lien shall be superior to all claims of creditors of the mortgagor and purchasers of such property and to all other liens, except liens of prior record, affecting such property.
S.C. Code Ann. § 33-56-90 — SC Code / Title 33 / Chapter 56 / Section 33-56-90
SECTION 33-56-90. Disclosures to solicited parties; penalties.
Status: in_force

(A) At the initial time of solicitation, a professional solicitor must disclose its status as a "professional" or "paid" solicitor. The professional solicitor also must disclose the registered true name of the professional fundraising organization for which it works and the registered true name, location, and purpose of the charitable organizations for which it is soliciting. Upon oral or written request of the solicited party, a professional solicitor also must disclose the percentage of gross receipts with which the professional solicitor is compensated including the amount the professional solicitor must be reimbursed as payment for fundraising costs. The professional solicitor also must disclose the guaranteed minimum percentage of gross receipts to be remitted or retained by the charitable organization excluding the amount which the charitable organization must pay for fundraising costs. (B) Upon oral or written request by the solicited party, the professional solicitor must deliver to the solicited party within fifteen business days of the request a: (1) financial statement of the charitable organization disclosing assets, liabilities, fund balances, revenue, and expenses for the preceding fiscal year. This financial statement must be the most recently submitted annual financial report pursuant to Section 33-56-60; and (2) copy of the professional solicitor's or charitable organization's current registration certification from the Secretary of State. (C) A professional solicitor that fails to comply with the provisions of this section is liable for an administrative fine not to exceed two thousand dollars for each separate violation. (D) An offense committed in violation of this section is considered to have been committed at the place where the solicitation either was initiated or was received.
S.C. Code Ann. § 33-44-204 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-204
SECTION 33-44-204. Amendment or restatement of articles of organization.
Status: in_force

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment must set forth the: (1) name of the limited liability company; (2) date of filing of the articles of organization; and (3) amendment to the articles. (b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.
S.C. Code Ann. § 33-42-220 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-220
SECTION 33-42-220. Amendment to certificate.
Status: in_force

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the date of filing the certificate; and (3) the amendment to the certificate. (b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed: (1) the admission of a new general partner; (2) the withdrawal of a general partner; or (3) the continuation of the business under SECTION 33-42-1410 after an event of withdrawal of a general partner. (c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate. (d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. (e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b). (f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. (g)(1) Each limited partnership formed before June 27, 1984, shall file no later than January 1, 1988, a certificate of amendment pursuant to this chapter causing such limited partnership to comply with the requirements of SECTION 33-42-30 respecting the name of the limited partnership, SECTION 33-42-50(1) respecting the office of the limited partnership at which certain records are to be kept, and SECTION 33-42-50(2) respecting the agent for service of process on the limited partnership. However, a limited partnership formed before June 27, 1984, is required to file the certificate of amendment only to the extent it does not fully comply with SECTIONS 33-42-30 and 33-42-50 on or before January 1, 1988. The certificate of amendment is considered effective under this chapter upon its execution by a general partner of the limited partnership and its filing in the office of the Secretary of State. (2) The failure of any limited partnership formed before June 27, 1984, to comply with subsection (g)(1) shall result on January 1, 1988, in, but only to, the extent of the failure: (i) the designation of the principal place of business of the limited partnership as specified in the limited partnership's certificate of limited partnership on that date as the office of partnership at which certain records are to be kept for purposes of SECTION 33-42-50(1); (ii) the designation of the Secretary of State as the agent for service of process on such limited partnership for purposes of SECTION 33-42-50(2); and (iii) the limited partnership being prohibited from filing any other certificate of amendment unless it satisfies the requirements of subsection (g)(1). (3) The failure of any limited partnership formed before June 27, 1984, to file the certificate of amendment required by subsection (g)(1) does not: (i) impair the validity of any contract or act of the limited partnership; (ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court in this State; or (iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment.
S.C. Code Ann. § 33-31-844 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-844
SECTION 33-31-844. Contract rights of officers.
Status: in_force

(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. Subarticle E Indemnification
S.C. Code Ann. § 33-13-102 — SC Code / Title 33 / Chapter 13 / Article 1 / Section 33-13-102
SECTION 33-13-102. Right to dissent.
Status: in_force

(A) A shareholder is entitled to dissent from, and obtain payment of the fair value of, his shares in the event of any of the following corporate actions: (1) consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 33-11-103 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 33-11-104 or 33-11-108 or if the corporation is a parent that is merged with its subsidiary under Section 33-11-108; (2) consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares are to be acquired, if the shareholder is entitled to vote on the plan; (3) consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale must be distributed to the shareholders within one year after the date of sale; (4) an amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: (i) alters or abolishes a preferential right of the shares; (ii) creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares; (iii) alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (iv) excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (v) reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Section 33-6-104; or (5) any corporate action to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; (6) the conversion of a corporation into a limited liability company pursuant to Section 33-11-111 or conversion of a corporation into either a general partnership or limited partnership pursuant to Section 33-11-113; (7) the consummation of a plan of conversion to a limited liability company pursuant to Section 33-11-111 or to a partnership or limited partnership pursuant to Section 33-11-113. (B) Notwithstanding subsection (A), no dissenters' rights under this section are available for shares of any class or series of shares which, at the record date fixed to determine shareholders entitled to receive notice of a vote at the meeting of shareholders to act upon the agreement of merger or exchange, were either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.
S.C. Code Ann. § 33-44-802 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-802
SECTION 33-44-802. Limited liability company continues after dissolution.
Status: in_force

(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) the rights of a third party accruing under Section 33-44-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
S.C. Code Ann. § 33-19-300 — SC Code / Title 33 / Chapter 19 / Article 4 / Section 33-19-300
SECTION 33-19-300. Directors and officers.
Status: in_force

Not less than one-half of the directors of a professional corporation, and all of its officers except the secretary and treasurer, if any, must be qualified persons with respect to the corporation.
S.C. Code Ann. § 33-31-640 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-640
SECTION 33-31-640. Delegates.
Status: in_force

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) the characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal; (2) calling, noticing, holding, and conducting meetings of delegates; and (3) carrying on corporate activities during and between meetings of delegates.
S.C. Code Ann. § 33-37-1100 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1100
SECTION 33-37-1100. Dissolution of loss reserve fund.
Status: in_force

If a loan is not made by participating financial institutions for three consecutive years and the General Assembly does not appropriate additional funds for the program for those three consecutive years, BDC may pay over to the participating financial institutions their allocable shares of funds in the loss reserve account and pay over to the State of South Carolina, as directed by the South Carolina Board of Financial Institutions, funds held in the state fund account. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-49-850 — SC Code / Title 33 / Chapter 49 / Article 9 / Section 33-49-850
SECTION 33-49-850. Effect of consolidation or merger.
Status: in_force

The effect of consolidation or merger shall be as follows: (1) The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation and, in the case of a merger, shall be that cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, shall cease; (2) Such new or surviving cooperative shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a cooperative organized under the provisions of this chapter and shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account and all other choses in action of each of the consolidating or merging cooperatives, and, furthermore, all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged shall be taken and deemed to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate, or any interest therein, under the laws of this State vested in any such cooperative shall not revert or be in any way impaired by reason of such consolidation or merger; (3) Such new or surviving cooperative shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the cooperatives so consolidated or merged and any claim existing or action or proceeding pending by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place; (4) Neither the rights of creditors nor any liens upon the property of any of such cooperatives shall be impaired by such consolidation or merger; and (5) In the case of a consolidation the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative, and in the case of a merger the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
S.C. Code Ann. § 33-31-1403 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1403
SECTION 33-31-1403. Notices to the Attorney General.
Status: in_force

(a) A nonprofit organization shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. The nonprofit organization shall submit to the Secretary of State copies of all documents provided to the Attorney General at the time of the filing of the articles of dissolution. (b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received. Effect of Amendment The 2010 amendment rewrote subsection (a).
S.C. Code Ann. § 33-46-50 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-50
SECTION 33-46-50. Title 35 not applicable to indebtedness.
Status: in_force

The provisions of Chapter 1 of Title 35 do not apply to any note, bond, or other evidence of indebtedness issued by a telephone cooperative transacting business pursuant to this chapter, to the United States of America, any agency or instrumentality thereof, or to any mortgage or deed of trust excluded to secure the same. The provisions of that title do not apply to the issuance of shares or membership certificates by any telephone cooperative.
S.C. Code Ann. § 33-11-114 — SC Code / Title 33 / Chapter 11 / Section 33-11-114
SECTION 33-11-114. When conversion takes effect.
Status: in_force

(a) A corporation that is converted to a partnership or limited partnership is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting corporation vests in the partnership or limited partnership; (2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the partnership or limited partnership; (3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the partnership or limited partnership; and (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-113(c), all of the shareholders of the converting corporation continue as either general partners or limited partners of the general or limited partnership and as specified in accord with the plan of conversion.
S.C. Code Ann. § 33-56-180 — SC Code / Title 33 / Chapter 56 / Section 33-56-180
SECTION 33-56-180. Limitation of liability for injury or death caused by employee of charitable organization.
Status: in_force

(A) A person sustaining an injury or dying by reason of the tortious act of commission or omission of an employee of a charitable organization, when the employee is acting within the scope of his employment, may recover in an action brought against the charitable organization only the actual damages he sustains in an amount not exceeding the limitations on liability imposed in the South Carolina Tort Claims Act in Chapter 78 of Title 15. An action against the charitable organization pursuant to this section constitutes a complete bar to any recovery by the claimant, by reason of the same subject matter, against the employee of the charitable organization whose act or omission gave rise to the claim unless it is alleged and proved in the action that the employee acted in a reckless, wilful, or grossly negligent manner, and the employee must be joined properly as a party defendant. A judgment against an employee of a charitable organization may not be returned unless a specific finding is made that the employee acted in a reckless, wilful, or grossly negligent manner. If the charitable organization for which the employee was acting cannot be determined at the time the action is instituted, the plaintiff may name as a party defendant the employee, and the entity for which the employee was acting must be added or substituted as party defendant when it reasonably can be determined. (B) If the actual damages from the injury or death giving rise to the action arose from the use or operation of a motor vehicle and exceed two hundred fifty thousand dollars, this section does not prevent the injured person from recovering benefits pursuant to Section 38-77-160 but in an amount not to exceed the limits of the uninsured or underinsured coverage.
S.C. Code Ann. § 33-41-1210 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1210
SECTION 33-41-1210. Transacting business in state unlawful without certificate of authority; what constitutes transacting business.
Status: in_force

(A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A): (1) maintaining, defending, or settling any proceeding; (2) holding meetings of the partners or carrying on other activities concerning internal affairs; (3) maintaining bank accounts; (4) selling through independent contractors; (5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property; (7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts; (8) owning, without more, real or personal property; (9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of like nature; and (10) transacting business in interstate commerce. (C) A foreign limited liability partnership which renders a professional service is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for the conduct of business or professional practice. (D) The list of activities in subsection (B) is not exhaustive.
S.C. Code Ann. § 33-41-530 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-530
SECTION 33-41-530. Duty of partners to give information.
Status: in_force

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or any partner under a legal disability.
S.C. Code Ann. § 33-49-460 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-460
SECTION 33-49-460. Patronage capital contributions, allocations, and retirements.
Status: in_force

(A) Each cooperative's bylaws shall provide for patronage capital contributions, allocations, and retirements in the manner provided by this section. (B) Patronage capital shall be determined by a cooperative on an annual basis and shall be the amount by which the cooperative's electric revenues exceed its costs of doing business. (C) On an annual basis, patronage capital shall be allocated on the books of the cooperative to each member based upon and in proportion to: (1) the revenue from each member or group of similar members; (2) the contribution of each member or group of similar members to the cooperative's overall patronage capital; or (3) any combination of items (1) and (2) as determined by the board of trustees. The allocation of patronage capital to a member's account does not vest until such time that the board determines that retirement is proper pursuant to subsection (D). (D) Retirement of patronage capital is the actual payment, as provided by subsection (E), of patronage capital to the cooperative members to whom it has previously been allocated. The board of trustees of a cooperative may, in its discretion, utilize its business judgment to retire patronage capital as allocated on the books of the cooperative when the retirement is consistent with sound business and management practices and the long-term financial stability of the cooperative. If the board of trustees, in its discretion, utilizes its business judgment to retire patronage capital to members either upon their death, termination of electric service, or bankruptcy, then the retirement may be discounted from the board's approved retirement cycle to present-day value when deemed appropriate by the board of trustees in the exercise of its business judgment. (E) When the board of trustees of the cooperative has determined, pursuant to subsection (D), that patronage capital shall be retired, the retirement may be accomplished by a bill credit or by the mailing of payment or notice of payment to the person's last known address of record on file with the cooperative. No interest shall be paid or payable by the cooperative on any patronage capital furnished by its members. (F) Notwithstanding the provisions of the Uniform Unclaimed Property Act, S.C. Code of Laws Section 27-18-10, et seq., patronage capital that has been retired by a cooperative but remains unclaimed for a period of seven years shall become abandoned patronage capital. The cooperative shall, nonetheless, pay any validated claims by members or former members for unclaimed or abandoned patronage capital. With respect to abandoned patronage capital, the cooperative must follow the procedures set forth in subsection (G). Each year, the cooperative may impose a reasonable administrative fee for abandoned or unclaimed patronage capital and may offset the fee against such abandoned or unclaimed patronage capital. Abandoned patronage capital shall be designated as equity and, at the board's direction, can be used only by the cooperative for: (1) energy efficiency programs and education; (2) renewable energy initiatives; or (3) educational or charitable purposes. (G) Notwithstanding the provisions of the Uniform Unclaimed Property Act, S.C. Code of Laws Section 27-18-10, et seq., electric cooperatives must pay any validated claims from members or former members for abandoned patronage capital in accordance with the provisions of this subsection. (1) Patronage capital, presumed abandoned, which is due to members or former members of electric cooperatives organized pursuant to Section 33-49-10 and whose last known address is in South Carolina, may be retained by the electric cooperative provided that the electric cooperative performs the following due diligence duties to locate the rightful owners: (a) the cooperative shall publish, for two consecutive years, in a newspaper of general circulation in the county of the cooperative's principal place of business, the names and addresses of each person appearing from the cooperative's records to be the owner of the unclaimed patronage capital of fifty dollars or more, together with instructions on how to claim such property. Such publication will commence within one year after the check representing patronage capital was returned to the cooperative as undeliverable or has gone uncashed; (b) the cooperative shall publish, no less than annually, in its official publication, either in print or electronically, the names and addresses of each person appearing from the cooperative's records to be the owner of unclaimed patronage capital of fifty dollars or more, together with instructions on how to claim such property. Such publication will commence within one year after the check representing patronage capital was returned to the cooperative as undeliverable or has gone uncashed and will continue for the earlier of two consecutive years or until the patronage capital has been paid to the rightful owner; and (c) the cooperative shall maintain a searchable website on which will be listed the names and addresses of each person appearing from the cooperative's records to be the owner of unclaimed and abandoned patronage capital of fifty dollars or more, together with instructions on how to claim the property. The listings will commence within one year after the check representing patronage capital was returned to the cooperative as undeliverable or has gone uncashed and will continue until the patronage capital has been paid to the rightful owner. The Office of State Treasurer shall maintain a link on the state's Unclaimed Property Website to the cooperative's searchable website to increase public awareness and access. (2) A person aggrieved by a decision of the cooperative or whose claim has not been acted upon within ninety days after its filing may bring an action to establish the claim in the court of common pleas of the county of the cooperative's principal place of business. The action must be brought within ninety days after the decision of the cooperative or within one hundred eighty days after the filing of the claim if the cooperative has failed to act on it. (3) The patronage capital accounts still unpaid that were included on previously filed annual unclaimed property reports for which no property was delivered will be returned to the respective cooperatives and will be treated in the same manner as provided by this section for patronage capital. (4) The administrator, as defined in Section 27-18-20(1), shall not be responsible or held liable for any unclaimed patronage capital accounts retained by a cooperative pursuant to this section. (5) The cooperative shall consider each claim filed by a person claiming an interest in patronage capital within ninety days after it is filed and give written notice to the claimant if the claim is denied in whole or in part. If a claim is allowed, the cooperative shall pay over or deliver to the claimant the patronage capital owed to the claimant at the time the patronage capital became abandoned. Editor's Note 2011 Act No. 44, SECTIONS 1, 4, and 7, provide as follows: "SECTION 1. The General Assembly determines it is in the best interest of South Carolina, the electric cooperatives, and their members to advocate energy efficiency and renewable energy initiatives in South Carolina. "The General Assembly determines it is prudent to update and clarify procedures for South Carolina's electric cooperatives to contribute, allocate, and retire patronage capital. "The General Assembly determines it is prudent to clarify that South Carolina's electric cooperatives may utilize the defense known as the "business judgment rule". "The General Assembly determines it is in the best interest of South Carolina's electric cooperatives and their members that unclaimed patronage credits are hereafter exempt from the Uniform Unclaimed Property Act." "SECTION 4. The General Assembly determines it is in the best interests of South Carolina, the telephone cooperatives, and their members to assist with educational, charitable, and economic development efforts in the rural areas of South Carolina. "The General Assembly determines it is prudent to update and clarify the procedures for South Carolina's telephone cooperatives to contribute, allocate, and retire patronage capital. "The General Assembly determines it is prudent to clarify that the "business judgment rule" applies to South Carolina's telephone cooperatives. "The General Assembly determines it is in the best interest of South Carolina's telephone cooperatives and their members that unclaimed patronage credits are hereafter exempt from the Uniform Unclaimed Property Act." "SECTION 7. This act takes effect upon approval by the Governor and applies to patronage capital determined to be unclaimed as of the effective date of the act." Effect of Amendment The 2011 amendment rewrote the section.
S.C. Code Ann. § 33-57-150 — SC Code / Title 33 / Chapter 57 / Section 33-57-150
SECTION 33-57-150. Allowable expenses; report; records.
Status: repealed

(A) Expenses that are reasonable and necessary to operate and conduct raffles, as authorized by this chapter, are allowable. (B) Allowable expenses include only reasonable and necessary expenses incurred for: (1) advertising, including the cost of printing raffle tickets and gift certificates, provided that costs of advertising are reasonable and the services are not provided, directly or indirectly, in connection with any other service related to operating or conducting a nonprofit raffle regardless of whether those services are compensated; (2) office supplies, copying, and minor office equipment costs incurred in conducting or operating a nonprofit raffle; (3) reasonable postage, parking, and shipping costs; (4) costs of food and beverages, including corkage and gratuity fees, provided to the attendees and volunteers of the event; (5) costs of materials and supplies for decorating a facility used for a nonprofit raffle drawing; (6) entertainment-related costs, such as disc jockeys, music bands, auctioneers, waiters, bartenders, and wait staff incurred during the conducting or operating of a nonprofit raffle drawing; (7) repairs to premises and equipment related to conducting or operating a nonprofit raffle; (8) door prizes or raffle prizes; (9) stated premises' rental or insurance expenses; (10) security expenses incurred in conducting or operating a nonprofit raffle; (11) bookkeeping, accounting, or legal services utilized in connection with a nonprofit raffle including, but not limited to, the registration fees and the required financial reports; (12) permit costs, fees, or taxes required by local or state government to conduct and operate a nonprofit raffle; and (13) janitorial services and supplies incurred in conducting or operating a nonprofit raffle. (C) A report shall be submitted annually to the secretary no later than the fifteenth day of the fifth month after the end of the nonprofit organization's fiscal year. The report must be signed under penalty of perjury and must contain the following information for each raffle conducted within the preceding year: (1) the amount of the gross receipts; (2) the amount of adjusted gross receipts; (3) the total amount of expenses incurred in conducting the raffle; (4) the amount of the net receipts; (5) the total value of cash prizes awarded; (6) the total value of noncash prizes awarded; and (7) the number of tickets sold. (D) A nonprofit organization that has affiliates or subsidiaries that are registered to conduct raffles pursuant to the provisions of this chapter may submit a single report that contains all of the required information for each raffle conducted by the affiliate or subsidiary to the secretary provided that the report is submitted in a format authorized by the secretary. (E) Records required by this chapter shall be preserved for three years, and organizations shall make available their records relating to operations of raffles at any time at the request of a member of the organization, or investigators from the secretary or from law enforcement. For each raffle conducted, the nonprofit organization must maintain records of the following information: (1) a list of prizes offered and given with an estimate of their respective values; (2) an itemized list of expenses incurred or paid, including the name of each person, company, or governmental entity to whom an expense was paid; (3) each item of an expenditure made or to be made, with a detailed description of the merchandise purchased or the services rendered, and the name of each person, company, or governmental entity to whom the expenditure is to be made; and (4) the use to which the net receipts have been applied. (F) No new registration shall be issued to an organization that fails to file its report as required by this section until all reports are filed, and the secretary has confirmed that the information in the reports is in compliance with the provisions of this chapter. An organization that fails to file a timely annual report required by this section may be assessed by the secretary administrative fines of ten dollars for each day of noncompliance for each delinquent report not to exceed two thousand dollars for each separate violation. In addition to the assessed fines, the secretary may revoke an organization's registration for failure to file an annual report and bring an action before an administrative law judge to enjoin the organization from conducting raffles until the required reports are filed with the secretary. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis." Effect of Amendment 2020 Act No. 148, SECTION 2, rewrote the section, adjusting certain recording requirements and allowing a nonprofit organization to submit a single report for all raffles conducted.
S.C. Code Ann. § 33-49-1210 — SC Code / Title 33 / Chapter 49 / Article 13 / Section 33-49-1210
SECTION 33-49-1210. Corporations permitted to convert into cooperatives.
Status: in_force

Any corporation organized under the laws of this State for the purpose, among others, of supplying electric energy in rural areas may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the requirements of this article.
S.C. Code Ann. § 33-46-600 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-600
SECTION 33-46-600. Requirements for amending articles of incorporation.
Status: in_force

A telephone cooperative may amend its articles of incorporation by complying with the following requirements: (1) The proposed amendment must be first approved by the board of directors and must then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, must be considered approved on the affirmative vote of not less than two-thirds of those members voting thereon at the meeting. (2) Upon such approval by the members, articles of amendment must be executed and acknowledged on behalf of the telephone cooperative by the directors carrying out the duties performed generally by the president or vice president and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state: (a) the name of the telephone cooperative; (b) the address of the principal office; (c) the date of the filing of its articles of incorporation in the Office of the Secretary of State; and (d) the amendment to its articles of incorporation. The officers executing the articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were complied with. The articles of amendment and affidavit must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-31-1620 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1620
SECTION 33-31-1620. Financial statements for members.
Status: in_force

(a) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member or the Attorney General shall furnish the demanding party its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements also must be prepared on that basis. (b) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records: (1) stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
S.C. Code Ann. § 33-36-230 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-230
SECTION 33-36-230. Fees.
Status: in_force

Upon filing articles of incorporation or amendments, or other paper relating to the incorporation, merger, consolidation, or dissolution of a corporation not-for-profit with the Secretary of State, the following fees must be paid: (1) a filing fee of ten dollars for the filing and approval of articles of incorporation; (2) a fee of one dollar for the first page, fifty cents for each additional page, and two dollars for authentication for furnishing certified copies of articles of incorporation or other documents concerning a corporation not-for-profit; (3) a fee of five dollars in each case for filing papers relating to dissolution or amendment of articles of incorporation.
S.C. Code Ann. § 33-44-906 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-906
SECTION 33-44-906. Effect of merger.
Status: in_force

(a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity. (b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger. (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.
S.C. Code Ann. § 33-41-1070 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1070
SECTION 33-41-1070. Liability of persons continuing business in certain cases.
Status: in_force

(1) When any new partner is admitted into an existing partnership or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business. (2) When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business. (3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in item (1) or (2) of this section, with the consent of the retired partners or the representative of the deceased partner but without any assignment of his right in partnership property the rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made. (4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. (5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of item (2) of SECTION 33-41-1040 either alone or with others and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. (6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business. (7) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only. (8) When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property. (9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud. (10) The use by the person or partnership continuing the business of the partnership name or the name of a deceased partner as part thereof shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
S.C. Code Ann. § 33-31-1430 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1430
SECTION 33-31-1430. Grounds for judicial dissolution.
Status: in_force

(a) The court of common pleas may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (iii) the corporation is a public benefit corporation and the assets are being misapplied or wasted; (iv) the corporation is a public benefit corporation and it is no longer able to carry out its purposes; (v) the corporation has improperly solicited money or has fraudulently used the money solicited; or (vi) has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner. The enumeration of these grounds for dissolution, (i) through (vi), shall not exclude actions or special proceedings by the Attorney General or other state official for the dissolution of a corporation for other causes as provided in this chapter or in any other statute of this State; (2) except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent, or unfairly prejudicial either to the corporation or to any member, whether in his capacity as a member, director, or officer of the corporation; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (iv) the corporate assets are being misapplied or wasted; (v) the corporation is a public benefit or religious corporation and is no longer able to carry out its purposes; (vi) the corporation has abandoned its business and has failed within a reasonable time to dissolve, to liquidate its affairs, or to distribute its remaining property among its members; or (vii) the corporation's period of duration stated in its articles of incorporation has expired; (3) in a proceeding by a creditor if it is established that: (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Before dissolving a corporation the court shall consider whether: (1) there are reasonable alternatives to dissolution; (2) dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. The court may order any other form of relief which it deems proper in the circumstances.
S.C. Code Ann. § 33-56-80 — SC Code / Title 33 / Chapter 56 / Section 33-56-80
SECTION 33-56-80. Filings to be public records.
Status: in_force

Registration statements and applications, reports, professional fundraising counsel contracts, professional solicitor contracts, or commercial co-venturer contracts, and all other documents and information required to be filed pursuant to this chapter or by the Secretary of State are public records in the office of the Secretary of State and are open to the general public for inspection at a time and under conditions as the Secretary of State may prescribe. The Secretary of State shall publish and make available to the public and to persons subject to this chapter explanatory information concerning this chapter, the duties imposed by this chapter, and the means for enforcing this chapter.
S.C. Code Ann. § 33-8-102 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-102
SECTION 33-8-102. Qualifications of directors.
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
S.C. Code Ann. § 33-31-1021 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1021
SECTION 33-31-1021. Amendment of the bylaws by directors and members.
Status: repealed

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) the articles of incorporation or this chapter reserves this power exclusively to the members in whole or part or requires the consent of someone pursuant to Section 33-31-1030; or (2) the members in adopting, amending, or repealing a particular bylaw provide expressly that the board of directors may not adopt, amend, or repeal that bylaw or any bylaw on that subject. (b) A corporation's members may amend or repeal the corporation's bylaws even though the bylaws also may be amended or repealed by its board of directors. (c) A notice of a meeting for members at which bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of bylaws and contain or be accompanied by a copy or summary of the proposal. (d) Unless otherwise provided in the articles, an amendment to the bylaws which relates solely to the dues required for membership and which establishes or changes an amount for, or method of computation of, dues, must be approved by the members.
S.C. Code Ann. § 33-10-102 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-102
SECTION 33-10-102. Amendment by board of directors.
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to: (1) delete the names and addresses of the initial directors; (2) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (3) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (4) change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution for the name; or (5) make any other change expressly permitted by Chapters 1 thru 20 of this title to be made without shareholder action.
S.C. Code Ann. § 33-1-410 — SC Code / Title 33 / Chapter 1 / Article 4 / Section 33-1-410
SECTION 33-1-410. Notice.
Status: in_force

(a) Notice under Chapters 1 through 20 of this Title must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. (c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders; however, a notice to a shareholder of a public corporation of a meeting of shareholders which accompanies a proxy statement or information statement is effective when it is addressed and mailed or transmitted in any manner which satisfies the applicable rules of the Securities and Exchange Commission requiring delivery of a proxy statement including, without limitation, rules regarding delivery to shareholders sharing an address and implied consent to such delivery. (d) Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) when received; (2) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (f) Oral notice is effective when communicated if communicated in a comprehensible manner. (g) If Chapters 1 through 20 of this Title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of Chapters 1 through 20 of this Title, those requirements govern.
S.C. Code Ann. § 33-56-10 — SC Code / Title 33 / Chapter 56 / Section 33-56-10
SECTION 33-56-10. Short Title.
Status: in_force

This chapter may be cited as the "South Carolina Solicitation of Charitable Funds Act".
S.C. Code Ann. § 33-49-270 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-270
SECTION 33-49-270. Mortgage or pledge of assets.
Status: in_force

A mortgage or pledge of or other security interest in all or any part of the assets of a cooperative, whether or not in the usual and regular course of its business, may be made by authority of the board of trustees of the cooperative without authorization of the members, unless the articles of incorporation or bylaws shall specifically so require.
S.C. Code Ann. § 33-41-1020 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1020
SECTION 33-41-1020. Right to wind up partnership affairs.
Status: in_force

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, nor bankrupt, has the right to wind up the partnership affairs. But any partner, his legal representative or his assignee, upon cause shown, may obtain a winding up by the court.
S.C. Code Ann. § 33-31-801 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-801
SECTION 33-31-801. Requirement for and duties of board.
Status: in_force

(a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c), all corporate powers must be exercised by or under the authority of and the affairs of the corporation managed under the direction of its board. (c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, the person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from the duties and responsibilities.
S.C. Code Ann. § 33-14-210 — SC Code / Title 33 / Chapter 14 / Article 2 / Section 33-14-210
SECTION 33-14-210. Procedure for and effect of administrative dissolution.
Status: in_force

(a) If the Secretary of State determines that grounds exist under Section 33-14-200(a) for dissolving a corporation, he shall mail written notice of his determination to the corporation. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after the notice required by subsection (a) was mailed, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office. (c) If the Secretary of State is notified by the Department of Revenue that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office. (d) A corporation dissolved administratively continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 33-14-105 and notify claimants under Sections 33-14-106 and 33-14-107. (e) The administrative dissolution of a corporation does not terminate the authority of its registered agent. Code Commissioner's Note At the direction of the Code Commissioner, "Department of Revenue" was substituted for "Tax Commission" in subsection (c).
S.C. Code Ann. § 33-18-102 — SC Code / Title 33 / Chapter 18 / Article 1 / Section 33-18-102
SECTION 33-18-102. Application of Business Corporation Act and Professional Corporation Supplement.
Status: in_force

(a) Chapters 1 through 17 of this title apply to statutory close corporations to the extent not inconsistent with the provisions of this chapter. (b) This chapter applies to a professional corporation organized under the South Carolina Professional Corporation Supplement (Chapter 19 of this title) whose articles of incorporation contain the statement required by Section 33-18-103(a), except insofar as the South Carolina Professional Corporation Supplement contains inconsistent provisions. (c) This chapter does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under Chapters 1 through 17 of this title or the South Carolina Professional Corporation Supplement (Chapter 19 of this title) and that does not elect to become a statutory close corporation under Section 33-18-103.
S.C. Code Ann. § 33-45-170 — SC Code / Title 33 / Chapter 45 / Section 33-45-170
SECTION 33-45-170. Membership in cotton cooperative.
Status: in_force

A person shall become a member of a cotton cooperative association organized or domesticated under the laws of this State only when the membership contract shall be in duplicate, shall state the time of the duration of such contract and shall be signed both by the member and the association. The signature of any person on a draft or check containing conditions which purport to make a person a member of a cotton cooperative association as a prerequisite to obtaining money on any draft or check given to him for any cotton which he has sold or pledged to any cotton cooperative association shall not be construed as making such person a member of the association, even though he has signed or endorsed the check or draft. Any person violating any of the terms of this section shall be guilty of a misdemeanor and, upon conviction, punished by a fine of not less than one hundred dollars and not more than one thousand dollars or by imprisonment for a period of not less than thirty days and not more than six months, or both, in the discretion of the court. Each violation of any provision of this section shall be deemed a separate offense.
S.C. Code Ann. § 33-31-404 — SC Code / Title 33 / Chapter 31 / Article 4 / Section 33-31-404
SECTION 33-31-404. Name change filing requirement when real property owned.
Status: in_force

(a) When either a domestic or foreign nonprofit corporation which owns real property in South Carolina changes its corporate name by amendment of its articles, by merger, or reorganization, the newly named, surviving, acquiring, or reorganized corporation must file a notice of that name change in the office of the register of deeds of the county in this State in which the real property is situate. If there is no such office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is situate. (b) The filing must be: (1) by affidavit executed in accordance with the provisions of Section 33-31-120 and containing the old and new names of the corporation, which affidavit also may describe the real property owned by that corporation; or, (2) by filing a certified copy of the amended articles or articles of merger; or (3) by a duly recorded deed of conveyance to the newly named, surviving, acquiring, or reorganized corporation. (c) the affidavit or filed articles must be duly indexed in the index of deeds. (d) The purpose of this section is to establish record notice under Chapter 7, Title 30. Failure to make the required filing of a corporate name change will not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made subsequent to the change in name. Code Commissioner's Note 1997 Act No. 34, SECTION 1, directed the Code Commissioner to change all references to "Register of Mesne Conveyances" to "Register of Deeds" wherever appearing in the 1976 Code of Laws.
S.C. Code Ann. § 33-38-230 — SC Code / Title 33 / Chapter 38 / Article 2 / Section 33-38-230
SECTION 33-38-230. Approval of corporate matters.
Status: in_force

In addition to any other requirements of applicable law, where specified in this chapter that approval of a matter must be in the manner required by this section, the following requirements apply: (1) With respect to a corporation, including a benefit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the outstanding shares of each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series. (2) With respect to any entity incorporated as a nonprofit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the votes cast by the members entitled to vote. (3) With respect to an entity organized as a limited liability corporation or partnership, the matter must be approved in the same manner as would be required for the approval of a merger of the entity, unless otherwise provided in the entity's organizational documents, operating agreement, or partnership agreement of the entity.
S.C. Code Ann. § 33-49-10 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-10
SECTION 33-49-10. Short title.
Status: in_force

This chapter may be cited as the "Electric Cooperative Act".
S.C. Code Ann. § 33-31-1006 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1006
SECTION 33-31-1006. Restated articles of incorporation.
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation with or without approval by members or any other person. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Section 33-31-1003. (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (d) If the board seeks to have the restatement approved by the members at the membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Section 33-31-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or other change it would make in the articles. (f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under Section 33-31-1003. (g) If the restatement includes an amendment requiring approval pursuant to Section 33-31-1030, the board must submit the restatement for such approval. (h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by Section 33-31-1005; and (3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Section 33-31-1030, a statement that the approval was obtained. (i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (j) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h). (k) If the restatement provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the restatement if not contained in the restatement itself must be included in the restated articles. (l) Restated articles of incorporation shall include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the names and addresses of the incorporators or the initial or present registered office or agent.
S.C. Code Ann. § 33-7-101 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-101
SECTION 33-7-101. Annual meeting.
Status: in_force

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws or, in the alternative, may take such action as would be taken at an annual meeting by taking action by unanimous written consent under Section 33-7-104. (b) Annual shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings must be held at the corporation's principal office. (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. (d) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at an annual meeting of shareholders may, by means of remote communication: (1) participate in an annual meeting of shareholders; (2) be deemed present in person and vote at an annual meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual meeting is a shareholder or proxy holder; (ii) the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the annual meeting substantially concurrently with such proceedings; and (iii) if any shareholder or proxy holder votes or takes other action at the annual meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation. Effect of Amendment 2023 Act No. 68, SECTION 1, added (d).
S.C. Code Ann. § 33-42-1630 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1630
SECTION 33-42-1630. Issuance of registration.
Status: in_force

(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (1) endorse on the application the word "Filed", and the month, day, and year of the filing thereof; (2) file in his office a duplicate original of the application; and (3) issue a certificate of registration to transact business in this State. (b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
S.C. Code Ann. § 33-45-50 — SC Code / Title 33 / Chapter 45 / Section 33-45-50
SECTION 33-45-50. Issuance of commission by Secretary of State.
Status: in_force

Upon the filing of the petition as above and upon the payment of the fee for filing such petition the Secretary of State shall issue to the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding ten days, as he may require in such commission.
S.C. Code Ann. § 33-39-440 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-440
SECTION 33-39-440. Powers of stockholders and members.
Status: in_force

The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To elect directors; (2) To make, amend and repeal bylaws; (3) To amend the charter; and (4) To exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws.
S.C. Code Ann. § 33-31-1433 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1433
SECTION 33-31-1433. Decree of dissolution.
Status: in_force

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 33-31-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or may order any other form of relief which it deems proper in the circumstances, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it without charging a fee. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with Section 33-31-1406 and the notification of its claimants in accordance with Sections 33-31-1407 and 33-31-1408.
S.C. Code Ann. § 33-31-622 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-622
SECTION 33-31-622. Purchase of memberships.
Status: in_force

(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Article 13. Subarticle D Derivative Suits
S.C. Code Ann. § 33-46-30 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-30
SECTION 33-46-30. Notice of meeting; waiver.
Status: in_force

Whenever any notice is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of a telephone cooperative, a waiver thereof in writing, signed by the person entitled to such notice, must be deemed equivalent to such notice. If a person entitled to notice of a meeting attends such meeting, the attendance constitutes a waiver of notice of the meeting, except in cases where the attendance is for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. If the articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this chapter, those requirements govern. Notice may be in such forms as prescribed by Section 33-1-410(b). Written notice is effective when mailed, if mailed postpaid and correctly addressed to members or officers as shown in the records of the telephone cooperative. Oral notice is effective when communicated in a comprehensive manner.
S.C. Code Ann. § 33-46-740 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-740
SECTION 33-46-740. Filing of certificate and affidavit.
Status: in_force

Such certificate and affidavit must be submitted to the Secretary of State for filing as provided in this chapter and thereupon the telephone cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State.
S.C. Code Ann. § 33-49-645 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-645
SECTION 33-49-645. Conduct of elections.
Status: in_force

(A) In the conduct of an election authorized by this chapter or in the bylaws of the cooperative, including the annual election of trustees, a cooperative must prohibit advocacy or campaigning within a distance of the polling place that reasonably ensures that cooperative members are able to vote without harassment, intimidation, or interference. The polling place, for purposes of this section, is the location where votes are collected for tabulation. (B)(1) In the conduct of the annual election of trustees, to the extent that a cooperative's bylaws provide for members to become candidates for the board of trustees by petition, the number of signatures required must not exceed one percent of the total cooperative membership. (2) If the cooperative's bylaws providing for members to become candidates for the board of trustees by petition require the collection of more than 50 signatures of cooperative members, the cooperative bylaws must also provide for a process allowing those signatures to be collected electronically. (C) In the conduct of the annual election of trustees, any member or district information provided to an incumbent trustee for use in campaigning for the board of trustees must be provided to all candidates for the board of trustees on the same terms and conditions. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly."
S.C. Code Ann. § 33-8-500 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-500
SECTION 33-8-500. Article definitions.
Status: in_force

In this subchapter: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" include counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (5) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 33-8-560, the office in a corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
S.C. Code Ann. § 33-38-430 — SC Code / Title 33 / Chapter 38 / Article 4 / Section 33-38-430
SECTION 33-38-430. Duties of benefit officer.
Status: in_force

(A) A benefit corporation may have an officer designated as the benefit officer. (B) The duties of the benefit officer include the following: (1) monitoring the benefit corporation's pursuit of the general and any specific public benefits purpose of the benefit corporation and the general and any specific public benefit created by the benefit corporation; (2) performing such other duties to the extent provided in either the bylaws of the benefit corporation or a resolution adopted by the board of directors of the benefit corporation that is not in conflict with the bylaws; and (3) preparing the annual benefit report required by Section 33-38-500.