S.C. Code Ann. § 33-31-842 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-842
SECTION 33-31-842. Standards of conduct for officers.
Status: in_force

(a) An officer with discretionary authority shall discharge his duties under that authority: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation, and its members, if any. (b) In discharging his duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or (3) in the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented. (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section. (e) An action against an officer asserting the officer's failure to act in compliance with this section and consequent liability must be commenced before the sooner of (i) three years after the failure complained of or (ii) two years after the harm complained of is, or reasonably should have been, discovered. This limitations period does not apply if the failure to act in compliance with this section has been fraudulently concealed.
S.C. Code Ann. § 33-42-630 — SC Code / Title 33 / Chapter 42 / Article 4 / Section 33-42-630
SECTION 33-42-630. General powers and liabilities.
Status: in_force

(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
S.C. Code Ann. § 33-44-405 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-405
SECTION 33-44-405. Sharing of and right to distributions.
Status: in_force

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
S.C. Code Ann. § 33-19-520 — SC Code / Title 33 / Chapter 19 / Article 6 / Section 33-19-520
SECTION 33-19-520. Revocation of certificate of authority.
Status: in_force

The Secretary of State administratively may revoke under Sections 33-15-300 through 33-15-320 the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the Secretary of State that the corporation is in violation of a provision of this chapter and describes the violation in the certificate.
S.C. Code Ann. § 33-11-111 — SC Code / Title 33 / Chapter 11 / Section 33-11-111
SECTION 33-11-111. Conversion of corporation to limited liability company; contents and filing of agreement of conversion.
Status: in_force

(a) A corporation may be converted to a limited liability company pursuant to this section. (b) After adopting a plan of conversion, the board of directors shall submit the plan of conversion for approval by its shareholders. For a plan of conversion to be approved: (1) the corporation shall notify each shareholder of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice also must state that a purpose of the meeting is to consider a plan of conversion and must contain or be accompanied by a copy or summary of the plan; (2) unless Chapters 1 through 20 of this title or the articles of incorporation require a different vote, the plan of conversion must be approved by: (i) two-thirds of the votes entitled to be cast on the plan, regardless of the class or voting group to which the shares belong; and (ii) two-thirds of the votes entitled to be cast on the plan within each voting group entitled to vote as a separate group on the plan; (3) the articles of incorporation may require a lower or higher vote for approval than that specified in subitem (2), but the required vote must be at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote separately on the plan; (4) separate voting by voting groups is required to approve the plan of conversion if the plan contains a provision that would require action by one or more separate voting groups if the provision were included in a proposed amendment to the articles of incorporation, pursuant to Section 33-10-104; and (5) a shareholder may dissent from the plan of conversion and obtain payment of fair value of his shares as provided in Sections 33-13-101 through 33-13-310. (c) An agreement of conversion must include the terms and conditions of the conversion of the shares of shareholders of a corporation into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the shares of the shareholders, or both. (d) After a conversion is approved pursuant to subsection (b), the corporation shall file with the Secretary of State articles of organization that satisfy the requirements of Section 33-44-203 and contain: (1) a statement that the corporation is converted to a limited liability company from a corporation; (2) its former name; (3) a statement of the number of votes cast by the shareholders entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); (4) if voting by voting group is required, the information in subitem (3) must be provided for each voting group entitled to vote separately on the plan of conversion; and (5) a statement that the articles of incorporation are cancelled as of the date the conversion takes effect. (e) The filing of articles of organization pursuant to subsection (d) cancels the articles of incorporation of the corporation as of the date the conversion takes effect. (f) A conversion takes effect when the articles of organization are filed in the Office of the Secretary of State or at a later date specified in the articles of organization. (g) A shareholder's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A shareholder who becomes a member of a limited liability company as a result of a conversion remains liable only to the extent the shareholder was liable for an obligation incurred by the corporation before the conversion takes effect.
S.C. Code Ann. § 33-49-130 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-130
SECTION 33-49-130. Construction of chapter.
Status: in_force

This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things.
S.C. Code Ann. § 33-31-1020 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1020
SECTION 33-31-1020. Amendment of bylaws by directors.
Status: in_force

If a corporation has no members, or has no members entitled to vote on an amendment to the bylaws its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to Section 33-31-1030. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
S.C. Code Ann. § 33-11-109 — SC Code / Title 33 / Chapter 11 / Section 33-11-109
SECTION 33-11-109. Conversion of partnership or limited partnership to corporation.
Status: in_force

(a) A partnership or limited partnership may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a corporation must be approved by all the partners or by the number or percentage of the partners required for conversion in the partnership agreement. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership into shares, obligations, or other securities in the converted corporation or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or both. (d) After a conversion is approved pursuant to subsection (b), the partnership or limited partnership shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the partnership or limited partnership is converted to a corporation from a partnership or limited partnership; (2) its former name; (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and (4) in the case of a limited partnership, a statement that the certificate of limited partnership is canceled as of the date the conversion takes effect. (e) In the case of a limited partnership, the filing of articles of incorporation pursuant to subsection (d) cancels its certificate of limited partnership as of the date the conversion takes effect. (f) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (g) A general partner who becomes a shareholder of a corporation as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (h) A limited partner who becomes a shareholder as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. (i) A partner's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.
S.C. Code Ann. § 33-8-240 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-240
SECTION 33-8-240. Quorum and voting.
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) a majority of directors then in office if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a). (c) 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 of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. (d) 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) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his 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 taken.
S.C. Code Ann. § 33-49-680 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-680
SECTION 33-49-680. Definitions; indemnification of officers, trustees, employees, and agents, insurance.
Status: in_force

(A) As used in this section: (1) "action" means a threatened, pending, or completed court suit, proceeding, or action; (2) "good faith" includes a reasonable belief that an act was in, or not opposed to, the best interest of a electric cooperative or employee benefit plan; (3) "fine" includes excise taxes assessed on a person with respect to an employee benefit plan; (4) "serving at the request of the cooperative" includes service by a trustee or director of a cooperative or an affiliated organization and includes service by him with respect to an employee benefit plan, its participants, or beneficiaries when he acted in good faith. (B) A cooperative may indemnify a person who was or is a party to any action, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the cooperative), because he is or was a trustee, officer, employee, or agent of the cooperative, or is or was serving at the request of the cooperative as a trustee or director of another cooperative or affiliated organization, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action if he acted in good faith and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of an action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not create a presumption that the person did not act in good faith and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. A cooperative may indemnify a person who was or is a party to an action by or in the right of the cooperative to procure a judgment in its favor because he is or was a trustee or director of the cooperative or affiliated organization, or is or was serving at the request of the cooperative as a trustee or director of another cooperative or affiliated organization, against expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith. Indemnification may be made in respect of any issue for which the person has been adjudged to be liable to the cooperative only to the extent that the officer presiding over the action determines upon application that, despite the adjudication of liability, the person is entitled to indemnity for expenses which the presiding officer considers proper. (C) To the extent a trustee of a cooperative has been successful in defense of an action or in defense of an issue referred to in (B) and (C) of this section, he must be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. (D) An indemnification under (B) and (C) of this section, unless ordered by a court, must be made by the cooperative only as authorized in the specific case upon a determination that indemnification of the trustee is proper. The determination must be made (1) by the board of trustees by a majority vote of a quorum consisting of trustees who were not parties to the action, or (2) if a quorum is not obtainable, or, even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion, or (3) by the members of the cooperative. (E) Expenses incurred by a trustee in defending a civil or criminal action may be paid by the cooperative in advance of the final disposition of the action upon receipt of an undertaking by or on behalf of the trustee to repay the amount if it is determined that he is not entitled to be indemnified by the cooperative. The expenses incurred by other officers or employees and agents may be paid upon terms and conditions the board of trustees considers appropriate. (F) The indemnification and advancement of expenses provided by this section is not exclusive of other rights to which those seeking indemnification and advances of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested trustees, or of other action of the cooperative in his official capacity or in another capacity while holding office. (G) A cooperative may purchase and maintain insurance on behalf of a person who is or was a trustee or director of the cooperative, or any affiliated organization or who was serving at the request of the cooperative as a trustee of another cooperative, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status, whether or not the cooperative has the power to indemnify him against the liability under this section. (H) The indemnification and advancement of expenses authorized by this section, unless otherwise provided when authorized or ratified, continues as to a person who has ceased to be a trustee, director, officer or employer, or agent and inures to the benefit of his heirs. Code Commissioner's Note Pursuant to the direction to the Code Commissioner in 2004 Act No. 179, SECTION 9.(A), "rural electric cooperative" was changed to "electric cooperative" in paragraph (A)(2).
S.C. Code Ann. § 33-36-280 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-280
SECTION 33-36-280. Nonprofit corporations providing water supply or sewage disposal; exemption from rate regulation.
Status: in_force

The rates charged for services furnished by a nonprofit corporation created for the purpose of providing water supply or sewage disposal, or a combination of those services, are not subject to supervision or regulation by a state board, commission, or agency or department or division of it.
S.C. Code Ann. § 33-14-107 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-107
SECTION 33-14-107. Unknown claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published once in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this State, its registered office) is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the corporation is barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper 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 corporation within ten years after the publication date of the newspaper notice: (1) a claimant who did not receive written notice pursuant to Section 33-14-106; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution. (d) A claim may be enforced under this section: (1) against the dissolved corporation to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
S.C. Code Ann. § 33-44-911 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-911
SECTION 33-44-911. When conversion takes effect; notice of name change as to real property.
Status: in_force

(a) A limited liability company that is converted to a 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 limited liability company vests in the limited partnership; (2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the limited partnership; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion has not occurred; (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-910(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly-named limited partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that partnership or limited partnership; or (ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named limited partnership. (3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected partnership or limited partnership that is made after the change in name.
S.C. Code Ann. § 33-44-408 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-408
SECTION 33-44-408. Member's right to information.
Status: in_force

(a) A limited liability company shall provide members and their agents and attorneys access to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. (b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability: (1) without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and (2) on demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.
S.C. Code Ann. § 33-47-60 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-60
SECTION 33-47-60. Marketing information available from Clemson University.
Status: in_force

Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the director of the extension service of Clemson University who will inform it of whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.
S.C. Code Ann. § 33-4-104 — SC Code / Title 33 / Chapter 4 / Section 33-4-104
SECTION 33-4-104. Name change filing requirement when real property owned.
Status: in_force

(a) If a corporation or foreign corporation that owns real property in South Carolina changes its corporate name by amendment of its articles or by merger, share exchange, domestication, conversion, or reorganization, the newly-named, surviving, acquiring, domesticating, converting, or reorganizing corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. (b) The filing must be by: (1) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the corporation and describing the real property owned by that corporation; or (2) filing a certified copy of the amended articles, articles of merger, articles of conversion, articles of domestication, or articles of share exchange accompanied by a description of the real property; or (3) a duly recorded deed of conveyance to the newly-named surviving, acquiring, domesticating, converting, or reorganizing 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 of 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.
S.C. Code Ann. § 33-49-840 — SC Code / Title 33 / Chapter 49 / Article 9 / Section 33-49-840
SECTION 33-49-840. Merger into another cooperative.
Status: in_force

Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative," may merge into another cooperative, hereinafter designated the "surviving cooperative," by complying with the following requirements: (1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving 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 each merging cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of the Secretary of State, (b) the name of the surviving cooperative and the address of its principal office, (c) a statement that the merging cooperative elects to be merged into the surviving cooperative, (d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships and (e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative. (2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such 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 shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each cooperative voting thereon at such meeting. (3) Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-44-909 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-909
SECTION 33-44-909. When conversion takes effect; filing of notice of name change as to real property.
Status: in_force

(a) A limited liability company that is converted to a corporation 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 limited liability company vests in the corporation; (2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-908, all the members of the converting limited liability company continue as shareholders of the corporation; and (6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or (ii) filing a certified copy of the articles of incorporation including a description of the real property; or (iii) by a duly recorded deed of conveyance to the newly-named corporation. (3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made after the change in name.
S.C. Code Ann. § 33-14-102 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-102
SECTION 33-14-102. Dissolution by board of directors and shareholders.
Status: in_force

(a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a board of directors' proposal to dissolve to be adopted: (1) the board of directors must recommend dissolution 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; and (2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (f). (c) The board of directors may condition the submission of its proposal for dissolution on any basis. (d) If the holders of at least ten percent of any class of voting shares of the corporation propose dissolution, the board of directors shall submit the proposal to the shareholders at the next possible special or annual meeting. (e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (f) Unless the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by two-thirds of all the votes entitled to be cast on that proposal. (g) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (f), but the required vote must be at least a majority of all the votes entitled to be cast on the proposal.
S.C. Code Ann. § 33-46-230 — SC Code / Title 33 / Chapter 46 / Article 2 / Section 33-46-230
SECTION 33-46-230. Articles of incorporation.
Status: in_force

The articles of incorporation shall recite in the caption that they are executed pursuant to this chapter, must be signed and acknowledged by each of the incorporators, and shall state: (1) the name of the telephone cooperative; (2) the address of its principal office; (3) the name and address of the incorporators; (4) the name and address of the persons who shall constitute its first board of directors; and (5) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs. Such articles of incorporation must be submitted to the Secretary of State for filing as provided in this chapter. It is not necessary to set forth in the articles of incorporation of a telephone cooperative the purpose for which it is organized or any of the corporate powers vested in a telephone cooperative under this chapter. Nothing in this chapter shall be interpreted to require a corporation created pursuant to Title 33, Chapter 45 and existing before the enactment of this chapter to amend its charter unless the corporation elects to convert pursuant to Article 8.
S.C. Code Ann. § 33-44-803 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-803
SECTION 33-44-803. Right to wind up limited liability company's business.
Status: in_force

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to Section 33-44-806, settle disputes by mediation or arbitration, and perform other necessary acts.
S.C. Code Ann. § 33-31-1706 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1706
SECTION 33-31-1706. Public Benefit, Mutual Benefit, and Religious Corporations.
Status: in_force

(a) On the effective date of this chapter, each domestic corporation that is or becomes subject to this chapter shall be designated as a public benefit, mutual benefit, or religious corporation as follows: (1) any corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by statute; (2) any corporation that does not come within subsection (1) but is organized primarily or exclusively for religious purposes is a religious corporation; (3) any corporation that does not come within subsection (1) or (2) but that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor provision, is a public benefit corporation; (4) any corporation that does not come within subsection (1), (2) or (3), but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor provision, is a public benefit corporation; and (5) any corporation that does not come within subsection (1), (2), (3), or (4) is a mutual benefit corporation. (b) In any filing with the Secretary of State, an existing corporation may elect designation as a public benefit, mutual benefit, or religious corporation.
S.C. Code Ann. § 33-41-970 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-970
SECTION 33-41-970. Power of partner to bind partnership after dissolution.
Status: in_force

After dissolution a partner can bind the partnership, except as provided in SECTION 33-41-990. (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; or (2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction (a) had extended credit to the partnership prior to the dissolution and had no knowledge or notice of the dissolution or (b) though he had not so extended credit, had nevertheless known of the partnership prior to dissolution and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
S.C. Code Ann. § 33-37-240 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-240
SECTION 33-37-240. Calling first meeting; organization; quorum.
Status: in_force

The first meeting of the corporation must 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 the notice must 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 must be recorded in the minutes of the meeting a copy of the notice or the unanimous agreement of the incorporators. At the first meeting the incorporators shall organize by choosing by ballot a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon those other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk must be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business. Effect of Amendment 2015 Act No. 60, SECTION 1, in the first paragraph, substituted "must be called" for "shall be called", inserted a comma following "place", substituted "copy of which notice shall be" for "copy of the notice must be", substituted "There must be recorded" for "There shall be recorded", and substituted "or the unanimous agreement" for "or of such unanimous agreement"; in the second paragraph, substituted "At the first meeting" for "At such first meeting", substituted "organize by choosing by ballot" for "organize by the choice by ballot of", inserted a comma following "directors", substituted "upon those other matters" for "upon such other matters", and substituted "clerk must be sworn" for "clerk shall be sworn".
S.C. Code Ann. § 33-44-202 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-202
SECTION 33-44-202. Organization.
Status: in_force

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. (c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of a limited liability company.
S.C. Code Ann. § 33-42-1220 — SC Code / Title 33 / Chapter 42 / Article 7 / Section 33-42-1220
SECTION 33-42-1220. Assignment of partnership interest.
Status: in_force

Except as provided in the partnership agreement, a partnership interest is assignable in whole or part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
S.C. Code Ann. § 33-36-840 — SC Code / Title 33 / Chapter 36 / Article 5 / Section 33-36-840
SECTION 33-36-840. Effect of consolidation or merger.
Status: in_force

The effect of consolidation or merger is as follows: (1) The several parties to the consolidation or merger are a single corporation not-for-profit. In the case of a consolidation, it is the new corporation provided for in the articles of consolidation and, in the case of a merger, it is the surviving corporation. The separate existence of all corporate parties to the consolidation or merger, except the new or surviving corporation, ceases. (2) The new or surviving corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation not-for-profit organized pursuant to this chapter, and possesses all the rights, privileges, immunities, and franchises of a public or 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 corporations. Every interest of, or belonging or due to, each of the consolidating or merging corporations are transferred to and vested in the new or surviving corporation without further act or deed. The title to real estate, or an interest in real estate, vested in a consolidating or merging corporation does not revert or is not impaired by reason of the consolidation or merger. (3) The new or surviving corporation is responsible and liable for all of the liabilities and obligations of each of the consolidating or merging corporations, and a claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the consolidation or merger had not taken place, except that the new or surviving corporation may be substituted in its place. (4) Neither the rights of creditors nor liens upon the property of consolidating or merging corporations are impaired by consolidation or merger. (5) In the case of a consolidation, the articles of consolidation are the articles of incorporation of the new corporation, and in the case of a merger, the articles of incorporation of the surviving corporation are considered to be amended to the extent that the changes are provided for in the articles of merger.
S.C. Code Ann. § 33-31-722 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-722
SECTION 33-31-722. Quorum requirements.
Status: in_force

(a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to change the quorum for a member action may be approved by the members and, if required, be approved as provided in Section 33-31-1030. (c) An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a greater quorum must be adopted under the quorum then in effect or proposed to be adopted, whichever is greater.
S.C. Code Ann. § 33-16-200 — SC Code / Title 33 / Chapter 16 / Article 2 / Section 33-16-200
SECTION 33-16-200. Financial statements for shareholders.
Status: in_force

(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. 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 the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) stating his reasonable belief 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. (c) A corporation shall mail the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the last financial statements.
S.C. Code Ann. § 33-31-730 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-730
SECTION 33-31-730. Voting agreements.
Status: in_force

(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreements may be valid for ten years. For public benefit corporations the agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes. (b) A voting agreement created under this section is specifically enforceable.
S.C. Code Ann. § 33-31-141 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-141
SECTION 33-31-141. Notice.
Status: in_force

(a) Notice may be oral or written. (b) Notice may be communicated in person; by telephone, telegraph, teletype, facsimile transmission (FAX), 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 communications. (c) Oral notice is permissible if reasonable under the circumstances and is effective when communicated if communicated in a comprehensible manner. Oral notice also includes notice through broadcast transmission. (d) Written notice, if in a comprehensible form, is effective at the earliest or the following: (1) when received; (2) five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed; (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; (4) fifteen days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed. (e) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. (f) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members. (g) Written notice is correctly addressed to a domestic or foreign corporation, authorized to transact business in this State, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent Notice of Change of Principal Office and if none has been filed, in its articles of incorporation or application for certificate of authority. (h) If Section 33-31-705(b) or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.
S.C. Code Ann. § 33-44-109 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-109
SECTION 33-44-109. Change of designated office or agent for service of process.
Status: in_force

A limited liability company may change its designated office or agent for service of process by delivering to the Secretary of State for filing a statement of change which sets forth: (1) the name of the company; (2) the street address of its current designated office; (3) if the current designated office is to be changed, the street address of the new designated office; (4) the name and address of its current agent for service of process; and (5) if the current agent for service of process or street address of that agent is to be changed, the new address or the name and street address of the new agent for service of process.
S.C. Code Ann. § 33-31-1505 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1505
SECTION 33-31-1505. Effect of certificate of authority.
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the right of the State to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of authority has the same, but no greater rights, and enjoys the same, but no greater privileges, as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This chapter does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State.
S.C. Code Ann. § 33-19-110 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-110
SECTION 33-19-110. Purposes.
Status: in_force

(a) Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under Section 33-19-109 solely for the rendering of professional services, including services ancillary to them, within a single profession. (b) A corporation may elect professional corporation status under Section 33-19-109 for the rendering of professional services within two or more professions, and for engaging in any lawful business authorized by Section 33-3-101, to the extent the combination of professional purposes or of professional and business purposes is authorized by the licensing law of this State applicable to each profession in the combination.
S.C. Code Ann. § 33-31-203 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-203
SECTION 33-31-203. Incorporation.
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
S.C. Code Ann. § 33-44-112 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-112
SECTION 33-44-112. Nature of business and powers.
Status: in_force

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to: (1) sue and be sued, and defend in its name; (2) purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located; (3) sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property; (4) purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity; (5) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income; (6) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (7) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (8) conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State; (9) select managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit; (10) pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents; (11) make donations for the public welfare or for charitable, scientific, or educational purposes; and (12) make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company.
S.C. Code Ann. § 33-42-1690 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1690
SECTION 33-42-1690. Activities not deemed transacting business.
Status: in_force

(a) Without excluding other activities that do not constitute transacting business in this State, a foreign limited partnership is considered not to be transacting business in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities: (1) maintaining, defending, or participating in any action, suit, or proceeding whether judicial, administrative, arbitrative, or otherwise, or effecting the settlement thereof or the settlement of claims or disputes; (2) holding meetings of its partners or of committees of its partners or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees; (5) borrowing or lending or acquiring indebtedness or mortgages or other security interests in real or personal property; (6) securing or collecting debts or enforcing rights in property securing the same; (7) effecting a transaction in interstate or foreign commerce; (8) owning or controlling a corporation incorporated in or transacting business within this State; (9) conducting within this State an isolated transaction that is completed within a period of one hundred and eighty days and that is not in the course of a series or number of repeated transactions; (10) effecting sales through independent contractors; (11) soliciting or procuring orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before becoming binding contracts; or (12) owning, without more, an interest in a limited liability company organized or transacting business in this State. (b) The provisions of this section shall not be deemed to establish a standard for activities which may subject a foreign limited partnership to service of process, suit, taxation, or regulation under this chapter or any other statute of this State.
S.C. Code Ann. § 33-1-280 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-280
SECTION 33-1-280. Certificate of existence.
Status: in_force

(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State; (2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) the foreign corporation is authorized to transact business in this State; (3) that all fees, taxes, and penalties owed to the Secretary of State have been paid; (4) that the Secretary of State has not mailed notice to the corporation pursuant to either Section 33-14-210 or 33-15-310 that the corporation is subject to being dissolved or its authority revoked; (5) that articles of dissolution have not been filed; and (6) other facts of record in the office of the Secretary of State that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.
S.C. Code Ann. § 33-7-106 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-106
SECTION 33-7-106. Waiver of notice.
Status: in_force

(a) A shareholder may waive any notice required by Chapters 1 through 20 of this Title, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
S.C. Code Ann. § 33-56-140 — SC Code / Title 33 / Chapter 56 / Section 33-56-140
SECTION 33-56-140. Investigations; notice of noncompliance; grounds for injunction; rejection of filings; hearings and appeals.
Status: in_force

(A) Upon his own motion or upon complaint of any person, the Secretary of State may investigate any charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer to determine if it has violated the provisions of this chapter or has filed an application, or other information required by this chapter, which contains false or misleading statements. The Secretary of State may subpoena or audit persons and require the production of books, papers, and other documents to aid in the investigation of alleged violations of this chapter. (B) If a charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer fails to file a registration application, statement, report, or other information required to be filed with the Secretary of State by this chapter, or otherwise violates the provisions of this chapter, the Secretary of State must notify the delinquent charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer of this fact by mailing a notice by registered or certified mail, with return receipt requested, to its last known address. If the required registration application, statement, annual report, assurance of voluntary compliance, or other information is not filed, or if the other existing violation is not discontinued, within fifteen days after the formal notification or receipt of the notice, the Secretary of State may assess an administrative fine not to exceed two thousand dollars for each separate violation against the charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer. (C) In addition to other actions authorized by law, the Secretary of State, if he has reason to believe that one or more of the following acts or violations listed below has occurred or may occur, may bring an action before an administrative law judge to enjoin the charitable organization, professional fundraising counsel, professional solicitor, commercial co-venturer, or other person from continuing the act or violation, or committing other acts in furtherance of it, and for other relief as the court considers appropriate: (1) a person knowingly and wilfully operates in violation of the provisions of this chapter; (2) a person knowingly and wilfully makes a false statement in any registration application, statement, report, or other information required to be filed by this chapter; (3) a person fails to file a registration statement, annual financial report, or other document required to be filed by this chapter; (4) a person is using in the solicitation or collection of contributions any device, scheme, or artifice to defraud or to obtain money or property by means of false pretense, representation, or promise; (5) the officers or representatives of a charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer refuse or fail, after notice, to produce records of the organization; or (6) the funds raised by solicitation activities are not devoted to the charitable purposes of the charitable organization. (D) Any registration application, statement, report, or other information required to be filed with the Secretary of State pursuant to this chapter by a charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer which contains false or misleading statements may be rejected by the Secretary of State and returned to the submitting party without being filed. (E) A person who is assessed an administrative fine, has had his registration suspended, or who is denied registration has thirty days from receipt of certified notice from the Secretary of State to pay the fine or request an evidentiary hearing before an administrative law judge. If a person fails to remit fines or request a hearing after the required notice is given and after thirty days from the date of receipt of certified notice has elapsed the Secretary of State may suspend his registration pending final resolution and may bring action before the administrative law judge to enjoin the person from engaging in further charitable solicitation activities in this State. The decision of the administrative law judge may be appealed as provided in Section 1-23-610. (F) The Secretary of State may exercise the authority granted in this section against a person that operates under the guise or pretense of being an organization exempted by the provisions of Section 33-56-40 or 33-56-50 but is not in fact an organization entitled to the exemption. Editor's Note 2006 Act No. 387, SECTION 53, provides as follows: "This act is intended to provide a uniform procedure for contested cases and appeals from administrative agencies and to the extent that a provision of this act conflicts with an existing statute or regulation, the provisions of this act are controlling." 2006 Act No. 387, SECTION 57, provides as follows: "This act takes effect on July 1, 2006, and applies to any actions pending on or after the effective date of the act. No pending or vested right, civil action, special proceeding, or appeal of a final administrative decision exists under the former law as of the effective date of this act, except for appeals of Department of Health and Environmental Control Ocean and Coastal Resource Management and Environmental Quality Control permits that are before the Administrative Law Court on the effective date of this act and petitions for judicial review that are pending before the circuit court. For those actions only, the department shall hear appeals from the administrative law judges and the circuit court shall hear pending petitions for judicial review in accordance with the former law. Thereafter, any appeal of those actions shall proceed as provided in this act for review. For all other actions pending on the effective date of this act, the action proceeds as provided in this act for review." Effect of Amendment The 2006 amendment, in subsection (C), in the introductory paragraph added "before an administrative law judge" and substituted "committing" for "doing any"; and rewrote subsection (E).
S.C. Code Ann. § 33-47-100 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-100
SECTION 33-47-100. Participation of associations in other associations.
Status: in_force

An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation with or without capital stock and engaged in preserving, drying, processing, canning, storing, handling, shipping, utilizing, manufacturing, marketing or selling the agricultural products handled by the association, or the by-products thereof.
S.C. Code Ann. § 33-18-250 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-250
SECTION 33-18-250. Limited liability.
Status: in_force

The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
S.C. Code Ann. § 33-47-930 — SC Code / Title 33 / Chapter 47 / Article 11 / Section 33-47-930
SECTION 33-47-930. Remuneration; contracts with association.
Status: in_force

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service. No director during the term of his office shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or to any other kind of contract differing from terms generally current in that district.
S.C. Code Ann. § 33-45-100 — SC Code / Title 33 / Chapter 45 / Section 33-45-100
SECTION 33-45-100. Organization and election of directors.
Status: in_force

When not less than fifty per cent of the proposed capital stock shall have been subscribed by bona fide subscribers the board of incorporators shall call all the subscribers together. At such meeting of the subscribers, if a majority of them shall be present in person or by proxy, the subscribers shall proceed to the organization of the association by the election from themselves of a board of directors not less than five nor more than nine in number, each subscriber having one vote and no more.
S.C. Code Ann. § 33-46-630 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-630
SECTION 33-46-630. Merging of cooperatives.
Status: in_force

Any one or more telephone cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another telephone cooperative, hereinafter designated the "surviving cooperative", by complying with the following requirements: (1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto must be first approved by the board of directors of each merging cooperative and by the board of directors of the surviving 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 each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of the Secretary of State; (b) the name of the surviving cooperative and the address of its principal office; (c) a statement that the merging cooperative elects to be merged into the surviving cooperative; (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 merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and (e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative. (2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors of the respective telephone cooperatives, parties to the proposed merger, must then be submitted to a vote of the members of each 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 those members of each telephone cooperative present and voting thereon at such meeting. (3) Upon such approval by the members of the respective telephone cooperatives, parties to the proposed merger, articles of merger in the form approved must be executed and acknowledged on behalf of each such 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 president or vice president of each 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. § 33-31-802 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-802
SECTION 33-31-802. Qualifications of directors.
Status: in_force

All directors must be natural persons. The articles or bylaws may prescribe other qualifications for directors.
S.C. Code Ann. § 33-42-45 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-45
SECTION 33-42-45. Assumed name.
Status: reserved

(a) This section rather than SECTIONS 39-13-10 through 39-13-40 of the 1976 Code governs the registration of assumed names of limited partnerships formed or transacting business in South Carolina. (b) A limited partnership that conducts or intends to conduct business in this State under a name other than the name shown in its certificate of limited partnership (or in the case of a foreign limited partnership that has registered in this State, the name shown in its certificate of registration to transact business in this State) shall file with the Secretary of State an assumed name certificate which shall state the name shown on its certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership), the name under which the limited partnership's business is to be conducted, which assumed name shall not be deceptively similar to the name of any domestic or foreign limited partnership authorized to transact business in this State, or to any reserved name pursuant to SECTION 33-42-40 and the address of the partnership's registered office required to be maintained in this State. (c) Such filing shall be effective, unless sooner terminated by the filing of a certificate of termination or by the cancellation of the certificate of limited partnership (or in the case of foreign limited partnership by cancellation of the certificate of registration to transact business in this State), for a period expiring on December thirty-first of the fifth full calendar year following the year in which it is filed. It may be extended for additional consecutive periods of five full calendar years each by the filing of a new assumed name certificate not earlier than ninety days preceding the expiration of any such period. The Secretary of State shall notify a limited partnership of the impending expiration of its assumed name, by first-class mail addressed to the partnership's registered office as shown on the partnership's certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership that has registered in this State), no later than three calendar months before the initial or subsequent five-year period will expire. (d) The Secretary of State shall maintain current lists, alphabetically arranged, of the partnership registrants and assumed names permitted hereunder. (e) The failure of any limited partnership to file the assumed name certificate required by subsection (b) 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 of 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 assumed name certificate.
S.C. Code Ann. § 33-13-280 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-280
SECTION 33-13-280. Procedure if shareholder dissatisfied with payment or offer.
Status: in_force

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due and demand payment of his estimate (less any payment under Section 33-13-250) or reject the corporation's offer under Section 33-13-270 and demand payment of the fair value of his shares and interest due, if the: (1) dissenter believes that the amount paid under Section 33-13-250 or offered under Section 33-13-270 is less than the fair value of his shares or that the interest due is calculated incorrectly; (2) corporation fails to make payment under Section 33-13-250 or to offer payment under Section 33-13-270 within sixty days after the date set for demanding payment; or (3) corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment. (b) A dissenter waives his right to demand additional payment under this section unless he notifies the corporation of his demand in writing under subsection (a) within thirty days after the corporation made or offered payment for his shares.
S.C. Code Ann. § 33-10-104 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-104
SECTION 33-10-104. Voting on amendments by voting groups.
Status: in_force

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by Chapters 1 thru 20 of this title) on a proposed amendment if the amendment would: (1) increase or decrease the aggregate number of authorized shares of the class; (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) change the shares of all or part of the class into a different number of shares of the same class; (6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class; (8) limit or deny an existing preemptive right of all or part of the shares of the class; or (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. (b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment. (d) Shares are entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
S.C. Code Ann. § 33-45-90 — SC Code / Title 33 / Chapter 45 / Section 33-45-90
SECTION 33-45-90. Limitation on vote and amount of stock of single stockholder.
Status: in_force

No stockholder shall own shares of a greater par value than one fifth of the capital stock of the association or be entitled to more than one vote on any subject arising in the management of the association. Notwithstanding the above provisions of this section, a telephone cooperative association may own a majority or all of the capital stock of another corporation or cooperative association and may cast votes on subjects pertaining to the management of the other corporation or cooperative association in an amount proportionally equal to the number of shares owned therein.
S.C. Code Ann. § 33-44-811 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-811
SECTION 33-44-811. Reinstatement following administrative dissolution.
Status: in_force

(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolution; (2) state that the ground for dissolution either did not exist or has been eliminated; (3) state that the company's name satisfies the requirements of Section 33-44-105; and (4) contain a certificate from the Department of Revenue reciting that all taxes owed by the company have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the company may resume its business as if the administrative dissolution had never occurred.
S.C. Code Ann. § 33-6-200 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-200
SECTION 33-6-200. Subscription for shares before incorporation.
Status: in_force

(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends written demand for payment to the subscriber. (e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 33-6-210.
S.C. Code Ann. § 33-49-260 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-260
SECTION 33-49-260. Sale of assets.
Status: in_force

(a) A sale (which term shall include a sale, lease, exchange or any 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 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 shall be authorized in the following manner: (1) The board of trustees 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 shall 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, and, whether the meeting be an annual or a special meeting, 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 trustees to fix, any or all of the terms and conditions thereof and the consideration to be received by the cooperative therefor. Each member of the cooperative shall be entitled to vote thereon. Such authorization shall require the affirmative vote of at least two thirds of all the members of the cooperative. (b) The articles of incorporation or bylaws of any cooperative may contain a provision prescribing for approval of any sale of assets a vote greater than, but in no event less than, that prescribed by subsection (a) of this section. (c) After such authorization by a vote of the members, the board of trustees nevertheless, in its discretion, may abandon such sale of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
S.C. Code Ann. § 33-56-120 — SC Code / Title 33 / Chapter 56 / Section 33-56-120
SECTION 33-56-120. Misrepresentations prohibited.
Status: in_force

(A) In connection with the solicitation of contributions or the sale of goods or services for charitable purposes, a person shall not misrepresent or mislead, knowingly and wilfully, a person by any manner, means, practice, or device. (B) A charitable organization, professional fundraising counsel, or professional solicitor shall not use or exploit the fact of registration so as to lead the public to believe that the registration in any way constitutes an endorsement or approval by the State. However, the use of the following statement is not considered a prohibited exploitation: "Registered with the Secretary of State as required by law". Registration does not imply endorsement of a public solicitation for contributions. (C) In connection with the solicitation of contributions or the sale of goods or services for charitable purposes, a person shall not represent to or mislead a person by any manner, means, practice, or device to believe that another person sponsors or endorses the solicitation of contributions, sale of goods or services for charitable purposes, or approves of the charitable purposes or a charitable organization connected with it when the other person has not given written consent to the use of his name for these purposes. A member of the board of directors or trustees of a charitable organization or another person who has agreed either to serve or to participate in a voluntary capacity in the campaign is considered to have given his consent to the use of his name in the campaign. (D) A person shall not make any representation that he is soliciting contributions for or on behalf of a charitable organization or shall not use or display any emblem, device, or printed matter belonging to or associated with a charitable organization for the purpose of soliciting or inducing contributions from the public without first being authorized to do so by the charitable organization. (E) For the purpose of soliciting contributions from a person in this State, a person shall not use the name of another person except that of an officer, a director, or a trustee of the charitable organization by or for which contributions are solicited, without the written consent of the other person. A person is considered to have used the name of another person for the purpose of soliciting contributions if the latter person's name is listed on any stationery, advertisement, brochure, or correspondence in or by which a contribution is solicited by or on behalf of a charitable organization or if his name is listed or referred to in connection with a request for a contribution as one who has contributed to, sponsored, or endorsed the charitable organization or its activities. (F) Nothing contained in subsection (E) prevents the publication of names of contributors, without their written consent, in an annual or other periodic report issued by a charitable organization for the purpose of reporting on its operations and affairs to its membership or for the purpose of reporting contributions to contributors. (G) A person shall not knowingly or wilfully use a misleading practice or device to solicit the contribution or sale of goods or services for a charitable purpose in connection with a declared state of emergency or disaster as described in Section 39-5-147. Penalties provided in this chapter are cumulative of and in addition to those provided in Section 39-5-147. Effect of Amendment 2014 Act No. 135, SECTION 5, in subsection (A), substituted "or the sale of goods or services for charitable purposes" for "for or the sale of goods or services".
S.C. Code Ann. § 33-31-1708 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1708
SECTION 33-31-1708. Provisions not applicable.
Status: in_force

Other sections of this chapter notwithstanding, cooperative nonprofit membership corporations organized under or transacting business pursuant to Chapter 49 of this title, telephone cooperatives organized under or transacting business pursuant to Chapter 45 or any other provision of law in this title, and corporations not-for-profit organized under and operating pursuant to Chapter 36 of this title are not subject to the provisions of this chapter and no provision of this chapter repeals or amends any provision of Chapter 49 of this title, or any provision of Chapter 45 of this title or any other provision of law in this title relating to telephone cooperatives, or any provisions of Chapter 36 of this title.
S.C. Code Ann. § 33-49-450 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-450
SECTION 33-49-450. Disposition of propositions presented by not less than ten per cent of members.
Status: in_force

Notwithstanding any other provision of this chapter, any proposition embodied in a petition signed by not less than ten per cent of the members of a cooperative, together with any document submitted with such petition to give effect to the proposition, shall be submitted to the members of a cooperative, either at a special meeting of the members held within forty-five days after the presentation of such petition or, if the date of the next annual meeting of members falls within ninety days after such presentation or if the petition so requests, at such annual meeting. The approval of the board of trustees shall not be required in respect of any proposition or document submitted to the members pursuant to this section and approved by them, but such proposition or document shall be subject to all other applicable provisions of this chapter. Any affidavit or affidavits required to be filed with any such document pursuant to applicable provisions of this chapter shall, in such case, be modified to show compliance with the provisions of this section.
S.C. Code Ann. § 33-31-1503 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1503
SECTION 33-31-1503. Application for certificate of authority.
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of Section 33-31-1506; (2) the name of the state or country under whose law it is incorporated; (3) the date of incorporation and period of duration; (4) the street address, including zip code, of its principal office; (5) the street address, including zip code, of its proposed registered office in this State and the name of its proposed registered agent at that office; (6) the names and usual business addresses, including zip codes, of its current directors and officers; (7) whether the foreign corporation has members; and (8) whether the corporation, if it had been incorporated in this State, would be a public benefit, mutual benefit or religious corporation. (b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated within sixty days of the date that it is filed in this State.
S.C. Code Ann. § 33-42-1250 — SC Code / Title 33 / Chapter 42 / Article 7 / Section 33-42-1250
SECTION 33-42-1250. Power of estate of deceased or incompetent partner.
Status: in_force

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
S.C. Code Ann. § 33-19-340 — SC Code / Title 33 / Chapter 19 / Article 4 / Section 33-19-340
SECTION 33-19-340. Responsibility for professional services.
Status: in_force

(a) Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless he is at fault in appointing, supervising, or cooperating with them. (b) A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees. (c) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the South Carolina Business Corporation Act.
S.C. Code Ann. § 33-31-706 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-706
SECTION 33-31-706. Waiver of notice.
Status: in_force

(a) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A member's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when it is presented.
S.C. Code Ann. § 33-44-303 — SC Code / Title 33 / Chapter 44 / Article 3 / Section 33-44-303
SECTION 33-44-303. Liability of members and managers.
Status: in_force

(a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. (b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company. (c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if: (1) a provision to that effect is contained in the articles of organization; and (2) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision.
S.C. Code Ann. § 33-37-460 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-460
SECTION 33-37-460. Loans to corporation by members.
Status: repealed

Each member of the corporation must make loans to the corporation when called upon pursuant to a written loan call agreement approved by the board of directors of the corporation and entered into between the corporation and all members. The loan call agreement must describe the mutual agreement of the corporation and the members as to the loan limits of each member, the method for determining the loan limits, the terms and conditions of each member's rights and obligations pertaining to loan calls by the corporation, and the corporation's rights to make loan calls of the members. The loan call agreement may be modified and amended unilaterally by the corporation only for the purpose of adding new members as parties to the loan call agreement if the new members execute and deliver addendums to the loan call agreement binding them to all terms, conditions, and loan limits of the agreement. The corporation and any member may agree mutually to increase the loan limit of the member if all other members have the opportunity to increase their loan limits in the same proportion or percentage relative to their original loan limits as provided in the loan call agreement. The loan call agreement is subject to the following further conditions and limitations: (1) All loan limits must be established at the thousand dollar amount nearest to the amount computed in accordance with this section. (2) A loan to the corporation under the loan call agreement may not be made if, immediately after the loan, the total amount of the obligations of the corporation under the loan call agreement exceeds ten times the greater of the net worth of the corporation or the amount then paid in on the outstanding capital stock of the corporation. (3) The total amount outstanding on loans to the corporation made by a member at any one time under the loan call agreement may not exceed: (a) ten percent of the total amount then outstanding or committed, or both, under the loan call agreement; or (b) any federal or state statutory or regulatory limitations applicable to the members. (4) Subject to item (3)(a), each loan call made by the corporation must be prorated among the members of the corporation in substantially the same proportion that the loan limit of each member bears to the aggregate of the loan limits of all members. Loan calls may require all members to fund the loan call contemporaneously with the loan call or, alternatively, may require that the loan call be funded on a revolving basis in periodic disbursements by groups of members as designated by the corporation on a rotating basis so that, in a single loan call, the disbursement by one designated group may retire at a future date the outstanding balance of another group of members. (5) All loans to the corporation by members must be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation which are freely transferable at all times. For administrative purposes, loans made by members pursuant to loan calls by the corporation must be funded by one or more members, designated by the corporation, which shall sell participation interests to other members in the proportions provided in this section. (6) A member is not obligated to make loans to the corporation pursuant to calls made after the withdrawal of the member. Editor's Note 2005 Act No. 157, SECTION 5, as amended by 2006 Act No. 389, SECTION 4 provides as follows: "(A) The General Assembly finds that many tax incentives outlive their usefulness and should exist only for a time certain. It is the intent of the General Assembly to provide for a sunset provision on each tax incentive, including credits and exemptions, enacted by this act. "(B) Each tax incentive, including credits and exemptions, enacted by this act shall be repealed for tax years beginning after five years from the date of enactment, unless a different time frame is otherwise provided herein, but this repeal does not apply to the small business targeted jobs tax credit allowed pursuant to Section 12-6-3360(C)(2), as amended by this act." Effect of Amendment The 2005 amendment, in item (2), added "under the loan call agreement" in two places and "the greater of the net worth of the corporation or"; and rewrote item (3) and subitem (3)(a). 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-36-1320 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1320
SECTION 33-36-1320. Petition for charter.
Status: in_force

(A) The petition shall include: (1) the name of the district; (2) an attached copy of the resolution adopted, certified by the secretary of the corporation; (3) the name of the current board of directors, their terms of office, and expiration dates; (4) the desire to become a public body corporate and politic; and (5) a word description and an attached map showing the present and existing boundaries of the service area. (B) Upon receipt of the petition, the Secretary of State must verify the contents of the petition and their compliance with subsection (A). Upon verification, the Secretary of State must issue a new charter, referencing the petition, and designating the corporation as a public service district, a public body politic and corporate of the State.
S.C. Code Ann. § 33-31-1002 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1002
SECTION 33-31-1002. Amendment of articles by directors.
Status: in_force

(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval: (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to 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; (4) to 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 to the name; or (5) to make any other change expressly permitted by this chapter to be made by director action; (6) with respect to a corporation incorporated before the effective date of this chapter, to include, consistent with its purpose, a statement of whether the corporation is a public benefit, mutual benefit, or religious corporation. (b) If a corporation has no members, or has no members entitled to vote on the amendment to the articles, its incorporators, until directors are chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Section 33-31-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
S.C. Code Ann. § 33-37-1060 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1060
SECTION 33-37-1060. Release of funds to cover losses by participating financial institutions.
Status: in_force

If the participating financial institution suffers a loss on a loan made pursuant to the CAP and this article, it may request that all or a portion of its allocated loan reserve in the loss reserve account be applied to the loan. Upon receipt by BDC of a certification of loss by the participating financial institution, BDC shall release the funds in the account to repay the loan in whole or in part, in an amount not to exceed the actual loss incurred by the participating financial institution. BDC shall prescribe the form and content of the certification report. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-42-2120 — SC Code / Title 33 / Chapter 42 / Article 12 / Section 33-42-2120
SECTION 33-42-2120. Articles of merger; contents; filing.
Status: in_force

(a) After approval of the plan of merger pursuant to Section 33-42-2110(c), unless the merger is abandoned pursuant to Section 33-42-2110(d), articles of merger must be signed on behalf of each limited partnership or other entity that is a party to the merger and delivered to the Secretary of State for filing. The articles must include: (1) the name and jurisdiction of formation or organization of each of the limited partnerships and other entities that are parties to the merger; (2) for each limited partnership that is to merge, the date its certificate of limited partnership was filed with the Secretary of State; (3) that a plan of merger has been approved by the required votes and signed by each limited partnership or other entity that is to merge; (4) the name and address of the surviving limited partnership or other surviving entity; (5) the effective date of the merger; (6) if a limited partnership is the surviving entity, changes in its certificate of limited partnership necessary by reason of the merger; (7) if a foreign entity is a party to the merger, the jurisdiction and date of filing of its articles of incorporation, articles of organization, certificate of limited partnership, or other organizational document, if any, and the date its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and (8) if the surviving entity is a foreign entity, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of a merging limited partnership previously subject to suit in this State, and for the enforcement, as provided in this chapter, of the right of partners of the limited partnership to receive payment for their interests against the surviving entity. (b) If a foreign corporation, limited liability company, or partnership is the surviving entity of a merger, it shall not do business in this State until an application for authority is filed with the Secretary of State. (c) The surviving limited partnership or other entity shall furnish a copy of the plan of merger, on request and without cost, to a partner of a limited partnership or person holding an interest in another entity that is to merge. (d) Articles of merger operate as an amendment to the limited partnership's certificate of limited partnership.
S.C. Code Ann. § 33-49-1060 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1060
SECTION 33-49-1060. Notice of winding up.
Status: in_force

After the filing of the certificate and affidavit by the Secretary of State the board of trustees shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.
S.C. Code Ann. § 33-10-200 — SC Code / Title 33 / Chapter 10 / Article 2 / Section 33-10-200
SECTION 33-10-200. Amendment by board of directors or shareholders.
Status: repealed

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) the articles of incorporation or Chapters 1 thru 20 of this title reserves this power exclusively to the shareholders in whole or part; or (2) the shareholders 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 shareholders may amend or repeal the corporation's bylaws even though the bylaws also may be amended or repealed by its board of directors. (c) Any notice of a meeting of shareholders 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.
S.C. Code Ann. § 33-39-30 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-30
SECTION 33-39-30. Corporation shall not accept deposits.
Status: in_force

The corporation shall not receive money on deposit.
S.C. Code Ann. § 33-36-810 — SC Code / Title 33 / Chapter 36 / Article 5 / Section 33-36-810
SECTION 33-36-810. Sale of assets.
Status: in_force

(A) A corporation not-for-profit may sell its assets. A "sale" means a sale, lease, exchange, donation, or other disposition of assets, except a mortgage of or other security interest in the assets. (B) A sale of all or substantially all the property and assets, with or without the goodwill of a corporation not-for-profit, may be made upon terms and conditions and for 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 are authorized, in the following manner: (1) Two-thirds of the board must adopt a resolution recommending the sale and directing the submission of it to a vote at a special or annual meeting of members. (2) Written or printed notice must be given to each member of record entitled to vote at the meeting, within the time and in the manner provided for the giving of notice of meetings of members, and must state that the purpose of the meeting is to consider the proposed sale. (3) At the meeting the members may authorize the sale by an affirmative vote of at least two-thirds of all the members, and may fix, or authorize the board to fix, the terms and conditions of the sale and the consideration to be received by the corporation.
S.C. Code Ann. § 33-41-320 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-320
SECTION 33-41-320. Conveyances of real property of partnership.
Status: in_force

(1) When title to real property is in the partnership name any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of paragraph (1) of SECTION 33-41-310 or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority. (2) When title to real property is in the name of the partnership a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of SECTION 33-41-310. (3) When title to real property is in the name of one or more but not all the partners and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of paragraph (1) of SECTION 33-41-310, unless the purchaser or his assignee is a holder for value without knowledge. (4) When the title to real property is in the name of one or more or all the partners or in a third person in trust for the partnership a conveyance executed by a partner in the partnership name or in his own name passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of SECTION 33-41-310. (5) When the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
S.C. Code Ann. § 33-2-104 — SC Code / Title 33 / Chapter 2 / Section 33-2-104
SECTION 33-2-104. Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a corporation, when there has been no incorporation under Chapters 1 through 20 of this Title, are jointly and severally liable for all liabilities created while so acting, provided that any person so acting while believing in good faith that the articles have been filed shall not have any liability under this section.
S.C. Code Ann. § 33-31-1502 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1502
SECTION 33-31-1502. Consequences of transacting business without authority.
Status: in_force

(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in a court in this State until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation is liable for a civil penalty of ten dollars for each day it transacts business in this State without a certificate of authority, but not to exceed a total of one thousand dollars. The Attorney General may collect all penalties due under this subsection. (e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State.
S.C. Code Ann. § 33-56-75 — SC Code / Title 33 / Chapter 56 / Section 33-56-75
SECTION 33-56-75. Donor list; professional fundraising counsel or professional solicitor; responsibilities and prohibitions; violations; fines.
Status: in_force

(A) A list provided by the charitable organization of the names, postal addresses, telephone numbers, email addresses, and the dates and amounts of each donation, of each contributor to a solicitation campaign organized pursuant to this chapter conducted by a professional fundraising counsel or professional solicitor is the property of the charitable organization for which the solicitation campaign is conducted. The professional fundraising counsel or professional solicitor must maintain this list throughout the duration of the solicitation campaign until the list is transferred to the charitable organization pursuant to subsection (B). (B) If the contributions are received by a professional fundraising counsel or professional solicitor, his agent or subcontractor, then the professional fundraising counsel or professional solicitor shall deliver the list of contributors, including the names, postal addresses, telephone numbers, email addresses, and dates and amounts of donations, to the charitable organization within ninety days after the solicitation campaign has been completed, or within ninety days after each anniversary of a solicitation campaign that lasted for more than one year. (C) A professional fundraising counsel or professional solicitor must not: (1) withhold from the charitable organization the list referenced in subsection (A); (2) restrict any use by the charitable organization of the list referenced in subsection (A); (3) transfer possession or control of the list referenced in subsection (A) to any person other than the charitable organization that owns the list; (4) permit the use of the list referenced in subsection (A) by any person not so authorized by the charitable organization; or (5) use the list referenced in subsection (A) for the benefit of any person other than the owner of the list, without the explicit written consent of the charitable organization that owns this list. (D)(1) If a professional fundraising counsel or a professional solicitor violates a provision of this section, the Secretary of State must notify the professional fundraising counsel or professional solicitor by mailing a notice by registered or certified mail, with return receipt requested, to the last known address of the violator. If the violation is not remedied within fifteen days after the formal notification or receipt of the notice, the Secretary of State may assess an administrative fine of one hundred dollars for each day of noncompliance, not to exceed a maximum fine of twenty-five thousand dollars for each violation. (2) A person who is assessed an administrative fine pursuant to this section shall, within thirty days from receipt of certified or registered notice from the Secretary of State, pay the assessed fine or request a contested case hearing before the Administrative Law Court. If no fine is remitted or no contested case is requested, then the Secretary of State may suspend the registration of the person and is authorized to request an injunction against the person in the Administrative Law Court to prohibit the person from engaging in further charitable solicitation activities in this State. The decision of the Administrative Law Court may be appealed as provided in Section 1-23-610. (E) The provisions of this section do not apply to a professional fundraising counsel or a professional solicitor used for a political campaign subject to disclosure requirements of Section 8-13-920. Editor's Note 2010 Act No. 156, SECTION 3, provides as follows: "This act takes effect upon approval by the Governor and applies to all transactions or contracts entered into on or after that date."
S.C. Code Ann. § 33-42-650 — SC Code / Title 33 / Chapter 42 / Article 4 / Section 33-42-650
SECTION 33-42-650. Voting.
Status: in_force

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
S.C. Code Ann. § 33-46-440 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-440
SECTION 33-46-440. Quorum.
Status: in_force

Each telephone cooperative shall establish in its bylaws what percentage and/or number of its members shall constitute a quorum and whether proxies will be considered in determining whether a quorum is present for the transaction of business at all meetings of the membership. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
S.C. Code Ann. § 33-1-240 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-240
SECTION 33-1-240. Correcting filed document.
Status: in_force

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) by preparing articles of correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (iii) correct the incorrect statement or defective execution; and (2) by delivering the articles to the Secretary of State for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
S.C. Code Ann. § 33-49-150 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-150
SECTION 33-49-150. Authority and jurisdiction over electric cooperatives.
Status: in_force

(A) The Office of Regulatory Staff under the provisions of this section is hereby vested with the authority and jurisdiction to make inspections, audits, and examinations of electric cooperatives pursuant to the provisions of Chapter 4, Title 58 relating to the compliance of electric cooperatives with the provisions of Sections 33-49-255, 33-49-280, 33-49-420, 33-49-430, 33-49-440, 33-49-450, 33-49-610, 33-49-615, 33-49-620, 33-49-625, 33-49-630, 33-49-640, 33-49-645, 33-49-1410, 33-49-1420, 33-49-1430, 33-49-1440, 58-27-820, and 58-27-840. The Office of Regulatory Staff is granted authority and jurisdiction over electric cooperatives that provide only wholesale services with regard to any of the foregoing statutory provisions to the extent that those provisions are applicable to the wholesale electric cooperatives. The Office of Regulatory Staff does not have the authority or jurisdiction to make inspections, audits, or examinations of subsidiaries of an electric cooperative provided that the subsidiary is not subsidized by, or any financial credit risk to, electric cooperative ratepayers and that the subsidiary has not taken action, on behalf of the electric cooperative, on any of the electric cooperative's duties as provided in the sections listed above. Where an electric cooperative board of trustees has exercised its business judgment in accordance with sound business and management practices and consistent with the long-term financial stability of the cooperative and the benefit of its members, the Office of Regulatory Staff is not authorized to disturb the resulting decisions of the electric cooperative board of trustees. Upon completion of an authorized inspection, audit, or examination, the Office of Regulatory Staff must report its findings to the management and board of the electric cooperative and attempt to resolve with the management and board any compliance issues that are identified. The commission is vested with the authority and jurisdiction to resolve any disputed issues arising from the inspections, audits, or examinations. (B) The Office of Regulatory Staff is further vested with the authority and jurisdiction to make inspections, audits, and examinations sufficient to ascertain the compliance of communications service providers, electric cooperatives, and broadband affiliates with the provisions of Sections 58-9-3030 and 58-9-3050. For inspections, audits, and examinations executed in accordance with this subsection, the following procedures apply: (1) Consistent with the powers provided in this subsection, the Office of Regulatory Staff shall make an inspection, audit, and examination upon the issuance of a complaint, submitted to the Office of Regulatory Staff, by a communications service provider, broadband affiliate, or electric cooperative that has reason to believe a violation of Section 58-9-3030 or 58-9-3050 is occurring or has occurred. To the extent that a communications service provider is an attacher only, the Office of Regulatory Staff shall confine their inspection, audit, and examination to the attachers' compliance with attacher obligations pursuant to applicable laws, regulations, and agreements. The Office of Regulatory Staff shall provide notice of the complaint to each communications service provider, broadband affiliate, or electric cooperative named in the complaint. The provisions of Section 58-4-55 including, but not limited to, the treatment of information deemed confidential or proprietary, shall apply to any such inspections, audits, and examinations. Information deemed confidential or proprietary must be made available to other parties or to the complaint only pursuant to the terms and conditions of an appropriate nondisclosure agreement. If the parties cannot agree to such terms and conditions, the commission shall provide the parties an opportunity to be heard and then establish the terms and conditions of an appropriate nondisclosure agreement. (2) Unless the parties to the complaint agree otherwise, the Office of Regulatory Staff must complete its inspection, audit, and examination within forty-five days of issuance of the complaint initiated by a communications service provider, electric cooperative, or a broadband affiliate. Upon completion of an authorized inspection, audit, and examination, the Office of Regulatory Staff must report its findings to the management and board of the electric cooperative, broadband affiliate or the communications service provider that is the subject of the complaint and to the party that made the complaint. The Office of Regulatory Staff will attempt to resolve with the management and board of the electric cooperative, broadband affiliate, or the management of the communications service provider any compliance issues that are identified. The commission is vested with the authority and jurisdiction, upon the filing of a complaint, to determine any disputed issues arising from the inspection, audit, and examination and any issues arising from or under the provisions of Sections 58-9-3030 and 58-9-3050 that are not resolved pursuant to this subsection. In determining such issues, and only to the extent necessary to resolve such disputed issues, the commission is granted authority and jurisdiction over any and all electric cooperatives, broadband affiliates, and communications service providers that conduct any activities pursuant to Sections 58-9-3030 and 58-9-3050. (3) The commission must enter a final order deciding a complaint filed with the commission pursuant to item (2) within ninety days of filing. (4) Except as expressly provided in this subsection, nothing in this subsection expands, diminishes, or otherwise affects any existing jurisdiction of the commission. 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." 2020 Act No. 175, SECTION 6, provides as follows: "SECTION 6. This act does not convey or confer any implied or express grant of authority to an investor-owned electric utility to provide broadband facilities or broadband services as defined in this act and any legal rights which may or may not belong to investor-owned electric utilities to provide broadband facilities or broadband services at the time of the passage of this act are neither expanded nor contracted by its passage." Effect of Amendment 2020 Act No. 175, SECTION 3, inserted the (A) designator, in (A), in the sixth sentence, substituted "The commission" for "The Public Service Commission", and added (B).
S.C. Code Ann. § 33-37-1090 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1090
SECTION 33-37-1090. Audits and annual reports.
Status: in_force

An independent certified public accountant, as elected annually by the Board of Directors of the BDC, shall conduct an annual certified audit of its management, administration, and recordkeeping in connection with the CAP and provide the audit to the South Carolina Board of Financial Institutions upon its request, the General Assembly upon its request, and the South Carolina Department of Commerce. Annual reports to the South Carolina Department of Commerce and the General Assembly also must include projected capital investment and job creation associated with each CAP loan provided. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-31-720 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-720
SECTION 33-31-720. Members' list for voting.
Status: in_force

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting and shall list the members by classification of membership, if any. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting but not entitled to notice of the meeting. This list must be prepared on the same basis and be part of the list of members. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning the day after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or member's attorney is entitled on written demand to inspect and, subject to the limitations of Sections 33-31-1602(c) and 33-31-1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or member's attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a member, a member's agent, or member's attorney to inspect the list of members before or at the meeting, or copy the list as permitted by subsection (b), the court of common pleas of the county where a corporation's principal office in this State or, if none in this State, its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order. (e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) before the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting. (f) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section. (g) A member may inspect and copy the membership list only if (i) his demand is made in good faith and for a proper purpose; (ii) he describes with reasonable particularity his purpose; and (iii) the list is directly connected with his purpose.
S.C. Code Ann. § 33-46-640 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-640
SECTION 33-46-640. Effect of consolidation or merger.
Status: in_force

The effect of consolidation or merger is as follows: (1) The several telephone cooperatives, parties to the consolidation or merger, are a single cooperative which, in the case of a consolidation, is the new telephone cooperative provided for in the articles of consolidation and, in the case of a merger, is that telephone 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, ceases. (2) The new or surviving telephone cooperative has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a telephone cooperative organized under the provisions of this chapter and possesses all the rights, privileges, immunities, and franchises of a public, as well 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 must be taken and considered 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) The new or surviving telephone cooperative thenceforth is responsible and liable for all of the liabilities and obligations of each of the telephone 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 telephone cooperatives are impaired by such consolidation or merger; and (5) In the case of a consolidation the articles of consolidation must be considered to be the articles of incorporation of the new telephone cooperative, and in the case of a merger the articles of incorporation of the surviving telephone cooperative must be considered to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
S.C. Code Ann. § 33-18-140 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-140
SECTION 33-18-140. Compulsory purchase of shares after death of shareholder.
Status: in_force

(a) This section and Sections 33-18-150 through 33-18-170 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved. (b) The provisions of Sections 33-18-150 through 33-18-170 may be modified only if the modification is set forth or referred to in the articles of incorporation. (c) An amendment to the articles of incorporation to provide for application of Sections 33-18-150 through 33-18-170, or to modify or delete the provisions of these sections, 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 otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators. (d) A shareholder who does not vote in favor of an amendment to modify or delete the provisions of Sections 33-18-150 through 33-18-170 is entitled to dissenters' rights under Chapter 13 of this title if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased. (e) A shareholder may waive his and his estate's rights under Sections 33-18-150 through 33-18-170 by a signed writing. (f) Sections 33-18-150 through 33-18-170 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death nor do they prevent a shareholder from enforcing any remedy he has independently of these sections.
S.C. Code Ann. § 33-42-2030 — SC Code / Title 33 / Chapter 42 / Article 11 / Section 33-42-2030
SECTION 33-42-2030. Severability.
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
S.C. Code Ann. § 33-31-705 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-705
SECTION 33-31-705. Notice of meeting.
Status: in_force

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice also may be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (c)(2) must be given as provided in subsection (c). (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the meeting date; (2) notice of an annual or regular meeting includes a description of any matter that must be approved by the members under Section 33-31-831, 33-31-856, 33-31-1003, 33-31-1021, 33-31-1104, 33-31-1202, 33-31-1401, or 33-31-1402; and (3) notice of a special meeting includes a description of the matter for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 33-31-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.
S.C. Code Ann. § 33-39-20 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-20
SECTION 33-39-20. Deposit of funds.
Status: in_force

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
S.C. Code Ann. § 33-42-1080 — SC Code / Title 33 / Chapter 42 / Article 6 / Section 33-42-1080
SECTION 33-42-1080. Liability upon return of contribution.
Status: in_force

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. (b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned. (c) A partner receives a return of his contribution to the extent that a distribution to him reduces his shares of the fair value of the net assets of the limited partnership below the value (as set forth in the partnership records required to be kept pursuant to SECTION 33-42-60) of his contribution which has not been distributed to him.
S.C. Code Ann. § 33-37-1030 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1030
SECTION 33-37-1030. Participating financial institution; execution of agreement.
Status: in_force

A financial institution desiring to become a participating financial institution shall execute an agreement in a form BDC prescribes, containing the terms and provisions provided in Section 33-37-1040 and other terms and provisions BDC considers necessary or appropriate. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-41-1110 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1110
SECTION 33-41-1110. Application; renewal application; contents; execution; form; fee; registration; effect on status of subsequent change in information given.
Status: in_force

(A) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this State; the address of a registered office, and the name and address of a registered agent for service of process in this State, which the partnership will be required to maintain; the number of partners; a brief statement of the business in which the partnership engages, and that the partnership applies for status or renewal of its status, as the case may be, as a registered limited liability partnership. (B) The application or renewal application must be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application. (C) The application or renewal application must be accompanied by a fee of one hundred dollars. (D) The Secretary of State shall register as a registered limited liability partnership and shall renew the registration of any registered limited liability partnership, any partnership that submits a completed application or renewal application with the required fee. (E) Registration is effective for one year after the date an application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if during the sixty-day period preceding the date the application or renewal application otherwise would have expired the partnership files with the Secretary of State a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred. (F) The status of a partnership as a registered limited liability partnership may not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application. (G) The Secretary of State may provide forms for application or for renewal of registration.
S.C. Code Ann. § 33-19-630 — SC Code / Title 33 / Chapter 19 / Article 7 / Section 33-19-630
SECTION 33-19-630. Penalty for signing false document.
Status: in_force

(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the licensing authority for filing. (b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars. (c) The offense created by this section is in addition to any other offense created by law for the same conduct.
S.C. Code Ann. § 33-31-102 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-102
SECTION 33-31-102. Reservation of power to amend or repeal.
Status: in_force

The General Assembly of South Carolina has power to amend or repeal all or any part of Chapter 31, Title 33 at any time, and all domestic and foreign corporations subject to Chapter 31 of this title are governed by the amendment or repeal.
S.C. Code Ann. § 33-31-723 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-723
SECTION 33-31-723. Voting requirements.
Status: in_force

(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members. (b) A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members and, if required, be approved as required in Section 33-31-1030. (c) An amendment of the articles of incorporation or bylaws adding, changing, or deleting a voting requirement must be adopted by the same vote and classes of members required to take action under the voting requirements then in effect or proposed to be adopted, whichever is greater.
S.C. Code Ann. § 33-37-260 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-260
SECTION 33-37-260. Amendment of charter.
Status: in_force

The charter may be amended by the votes of the stockholders and the members of the corporation voting separately by classes. The amendments require approval by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled. Provisions of the charter setting forth the classes and authorized shares of stock of the corporation may be amended by the affirmative vote of a majority of the votes to which the stockholders are entitled. If the charter so provides, the board of directors shall have the authority to set the terms of a class or series of stock as provided by Section 33-6-102. No amendment of the charter which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the Secretary of State to examine the corporation or the obligation of the corporation to make reports as provided by law may be made without amendment of this chapter. No amendment of the charter which increases the obligation of a member to make loans to the corporation, makes a change in the principal amount, interest rate, or maturity date or in the security or credit position of an outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-37-430, or affects a member's voting rights as provided in Sections 33-37-440 and 33-37-450 may be made without the consent of each member affected by the amendment. Effect of Amendment 2015 Act No. 60, SECTION 1, added the third and fourth sentences, relating to charter provisions on amendments, and made other nonsubstantive changes.
S.C. Code Ann. § 33-49-90 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-90
SECTION 33-49-90. Transmission and filing certified copies of articles in clerks' offices.
Status: in_force

The Secretary of State immediately upon the filing in his office of any articles pursuant to this chapter shall transmit a certified copy thereof to the county clerk of the county in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion or dissolution shall be located. Any such clerk, upon receipt of any such certified copy, shall file and index the same in the records of his office but the failure of the Secretary of State or of a clerk of a county to comply with the provisions of this section shall not invalidate such articles. In addition the Secretary of State shall forward to the clerk of court or register of mesne conveyance of any county in which such cooperative owns property affected a certified copy of any such document. The clerk of court or register of mesne conveyance shall file such document in an appropriate book or file to be provided for such purpose.
S.C. Code Ann. § 33-49-80 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-80
SECTION 33-49-80. Filing of papers by Secretary of State.
Status: in_force

Articles of incorporation, amendment, consolidation, merger, conversion or dissolution and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the applicable provisions of this chapter shall be presented to the Secretary of State for filing in the records of his office. If the Secretary of State shall find that the articles presented conform to the requirements of this chapter, he shall, upon the payment of fees as in this chapter provided, file the articles so presented in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion or dissolution provided for therein shall be in effect.
S.C. Code Ann. § 33-10-107 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-107
SECTION 33-10-107. Restated articles of incorporation.
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation with or without shareholder action. (b) The restatement may include amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 33-10-103. (c) If the board of directors submits a restatement for shareholder action, 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 must state also 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 of the restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation (and, if it has been changed, all of its former names), the date of filing of its original articles, 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 shareholder approval 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 shareholder approval, the information required by Section 33-10-106. (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (f) 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 (d).
S.C. Code Ann. § 33-42-20 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-20
SECTION 33-42-20. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate referred to in SECTION 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State in connection with the formation of a limited partnership under any applicable statute of this State prior to the effective date of this chapter, and any such certificate as amended, or restated. (2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in SECTION 33-42-620. (4) "Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners. (5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. (8) "Partner" means a limited or general partner. (9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation. (12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
S.C. Code Ann. § 33-47-670 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-670
SECTION 33-47-670. Stockholder's liability.
Status: in_force

Except for debts lawfully contracted between him and the association no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.
S.C. Code Ann. § 33-36-660 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-660
SECTION 33-36-660. Immunity.
Status: in_force

All board members of corporations not-for-profit are immune from suits arising from the conduct of the affairs of the corporation, unless conduct amounts to wilful, wanton, or gross negligence. Nothing in this article grants immunity to a corporation not-for-profit.
S.C. Code Ann. § 33-8-101 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-101
SECTION 33-8-101. Requirement for and duties of board of directors.
Status: in_force

Unless otherwise provided in: (a) Chapters 1 through 20 of this Title; (b) the articles of incorporation; or (c) an agreement unanimously approved by the shareholders and disclosed in the articles of incorporation and on the corporation's share certificates, all corporate powers must be exercised by or under the authority of, and the business and affairs of a corporation must be managed under the direction of, a board of directors. If the authority of the board is dispensed with or limited by a provision in the articles of incorporation under (b) or by a shareholder agreement under (c), the articles or the agreement shall describe who is to perform some or all of the duties of a board of directors.
S.C. Code Ann. § 33-49-615 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-615
SECTION 33-49-615. Disclosure of compensation and benefits.
Status: in_force

(A) The board of trustees must disclose at a location accessible and visible to the cooperative membership on its website by May fifteenth of each year, all compensation or benefits by category paid to or provided for board members during the previous calendar year. For purposes of this section, categories include, but are not limited to: (1) daily per diem amount; (2) total per diem compensation for attendance at regular meetings of the board of trustees; (3) total per diem compensation for attendance at special meetings of the board, including board of trustee committee meetings; (4) total per diem compensation for attendance at meetings of cooperative service organizations; (5) total per diem compensation for trustee training and certification; (6) total expenses paid or reimbursed, including mileage, subsistence, entertainment or travel expenses paid in conjunction with subsection (A)(2) through (5); (7) the total value of and a description of any other fringe benefits provided; and (8) the total value of and a description of any goods or services required to be disclosed by Section 33-49-630(C)(3). (B) The provisions of this section first apply to the 2019 calendar year with the unaudited disclosures required by this section to be made no later than May 15, 2020. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly."
S.C. Code Ann. § 33-42-610 — SC Code / Title 33 / Chapter 42 / Article 4 / Section 33-42-610
SECTION 33-42-610. Admission of additional or substitute general partners.
Status: in_force

After the filing of a limited partnership's original certificate of limited partnership, additional or substitute general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional or substitute general partners, with the written consent of all partners.
S.C. Code Ann. § 33-36-420 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-420
SECTION 33-36-420. Annual meetings.
Status: in_force

(A) An annual meeting of the membership of a corporation not-for-profit must be held at times provided in the bylaws. A special meeting of the membership may be called by a majority of its governing board, by not less than ten percent of the membership, or by the principal officer of its governing board. (B) Meetings must be held at places provided in the bylaws and, in the absence of a provision, the principal office of the corporation is the location of all meetings. (C) Except as otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose for which the meeting is called, must be given to each member, personally or by mail, not less than ten nor more than twenty-five days before the date of the meeting.
S.C. Code Ann. § 33-18-220 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-220
SECTION 33-18-220. Bylaws.
Status: in_force

(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Section 33-18-200. (b) If a corporation does not have bylaws when its statutory close corporation status terminates under Section 33-18-310, the corporation shall adopt bylaws immediately under Section 33-2-106.
S.C. Code Ann. § 33-41-370 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-370
SECTION 33-41-370. Nature of partners' liability.
Status: in_force

(A) Except as provided by subsection (B), all partners are liable jointly and severally for everything chargeable to the partnership. (B) Subject to subsections (C) and (D), a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, for debts, obligations, and liabilities chargeable to the partnership arising from negligence, wrongful acts, or misconduct committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership. (C) Subsection (B) shall not affect the liability of a partner in a registered limited liability partnership for his own negligence, wrongful acts, or misconduct, or that of a person under his direct supervision and control. (D) Each individual who renders professional services on behalf of a registered limited liability partnership is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A partner of a registered limited liability partnership which renders professional services, as defined in Section 33-19-103(7), is not liable for the negligence, wrongful acts, misconduct, or omissions of other partners, agents, or employees of the registered limited liability partnership unless he is at fault in appointing, supervising, or cooperating with them.
S.C. Code Ann. § 33-49-30 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-30
SECTION 33-49-30. Waiver of notice.
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 cooperative, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice. If a person entitled to notice of a meeting shall attend such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
S.C. Code Ann. § 33-42-820 — SC Code / Title 33 / Chapter 42 / Article 5 / Section 33-42-820
SECTION 33-42-820. Liability for contributions.
Status: in_force

(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to SECTION 33-42-60) of the stated contribution that has not been made. (c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
S.C. Code Ann. § 33-31-130 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-130
SECTION 33-31-130. Powers.
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State's office by this chapter.
S.C. Code Ann. § 33-8-550 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-550
SECTION 33-8-550. Determination and authorization of indemnification.
Status: in_force

(a) A corporation may not indemnify a director under Section 33-8-510 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 33-8-510. (b) The determination must be made: (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) by special legal counsel: (i) selected by the board of directors or its committee in the manner prescribed in item (1) or (2); or (ii) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (4) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that, if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses must be made by those entitled under subsection (b)(3) to select counsel.
S.C. Code Ann. § 33-47-240 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-240
SECTION 33-47-240. Amendment of articles of incorporation.
Status: in_force

The articles of incorporation may be altered or amended at any regular meeting or at any special meeting called for that purpose. An amendment must first be approved by two thirds of the directors and then adopted by a vote representing a majority of a quorum of the members attending a meeting prior to which notice of the proposed amendment shall have been given. Amendments to the articles of incorporation when so adopted shall be filed in accordance with the provisions of the general corporation law of this State.
S.C. Code Ann. § 33-8-107 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-107
SECTION 33-8-107. Resignation of directors.
Status: in_force

(a) A director may resign by delivering written notice to the board of directors, its chairman, or the corporation. (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
S.C. Code Ann. § 33-31-854 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-854
SECTION 33-31-854. Court-ordered indemnification.
Status: in_force

Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines: (1) the director is entitled to mandatory indemnification under Section 33-31-852, in which case the court also shall order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 33-31-851(a) or was adjudged liable as described in Section 33-31-851(d), but if the director was adjudged so liable indemnification is limited to reasonable expenses incurred.
S.C. Code Ann. § 33-41-1030 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-1030
SECTION 33-41-1030. Application of property upon dissolution not in contravention of agreement.
Status: in_force

When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartner and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under item (2) of SECTION 33-41-1010, he shall receive in cash only the net amount due him from the partnership.
S.C. Code Ann. § 33-15-104 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-104
SECTION 33-15-104. Amended certificate of authority.
Status: in_force

(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its corporate name; (2) the period of its duration; or (3) the state or country of its incorporation. (b) The requirements of Section 33-15-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
S.C. Code Ann. § 33-42-250 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-250
SECTION 33-42-250. Execution by judicial act.
Status: in_force

If a person required by SECTION 33-42-240 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county in which the limited partnership's office designated pursuant to SECTION 33-42-50(1) is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person designated has failed or refused to execute the appropriate certificate, it shall order the Secretary of State to record an appropriate certificate.
S.C. Code Ann. § 33-49-140 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-140
SECTION 33-49-140. Certain rights and agreements not affected.
Status: in_force

Nothing contained herein shall affect the service areas and agreements between suppliers, as they exist on the effective date of this act as referenced in Section 58-31-430. Further, nothing contained herein shall affect the powers or service rights of electric cooperatives as referenced in Section 58-27-620(6). Nothing contained herein shall authorize an electric supplier to replace another electric supplier's existing service, except as provided in Chapter 27 of Title 58.
S.C. Code Ann. § 33-44-602 — SC Code / Title 33 / Chapter 44 / Article 6 / Section 33-44-602
SECTION 33-44-602. Member's power to dissociate; wrongful dissociation.
Status: in_force

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to Section 33-44-601(1). (b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the agreement; or (2) before the expiration of the specified term of a term company: (i) the member withdraws by express will; (ii) the member is expelled by judicial determination under Section 33-44-601(6); (iii) the member is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence. (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.
S.C. Code Ann. § 33-9-100 — SC Code / Title 33 / Chapter 9 / Section 33-9-100
SECTION 33-9-100. Articles of domestication; contents.
Status: in_force

(a) A foreign corporation may become a domestic corporation by filing with the Secretary of State: (1) articles of domestication that, upon filing, are the articles of incorporation for the corporation, and include the information required by Section 33-2-102(a)(1) through (3), any optional provisions desired and authorized by Section 33-2-102(b) and (e), and the certifications required by subsection (c) of this section; and (2) an initial annual report of the corporation as provided in Section 12-20-40. (b) A foreign corporation that becomes a domestic corporation must file, within five business days with the state where previously incorporated, articles of dissolution or the equivalent or other appropriate filing authorized by the law of that state. (c) The articles of domestication shall certify: (1) the date and jurisdiction of each state where the corporation has been incorporated before the filing of the articles of domestication; (2) the name of the corporation immediately before the filing of the articles of domestication, as well as the corporate name to be used pursuant to Section 33-4-101; (3) that the corporation shall file, within five business days with the state where previously incorporated, articles of dissolution or the equivalent, or such other appropriate filing as authorized by the law of such state; (4) that articles of domestication do not contain a provision that would require action by one or more separate voting groups on a proposed amendment pursuant to Section 33-10-104; (5) that the filing of the articles of domestication has been authorized by a majority of the votes cast by all shareholders entitled to vote on the proposal, unless a greater vote is required by the articles of incorporation or other charter documents existing immediately before the filing of the articles of incorporation; and (6) that the articles of dissolution or their equivalent or other appropriate filing as authorized by the law of the state where the corporation was previously incorporated, must be filed within five business days after these articles of domestication are filed. (d) Upon filing with the Secretary of State of the articles of domestication, the corporation is domesticated in this State, and after that is subject to the South Carolina Business Corporation Act. Notwithstanding the provision of Section 33-2-103, the existence of the corporation is considered to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being. (e) The filing of the articles of domestication does not affect the choice of law applicable to the corporation; however, from the date the articles of domestication are filed, the law of this State, including the South Carolina Business Corporation Act, applies to the corporation to the same extent as if the corporation had been incorporated as a corporation of this State on that date. (f)(1) If a foreign corporation that owns real property in South Carolina becomes a domestic corporation by domesticating in South Carolina pursuant to this chapter and changes its name pursuant to Section 33-4-101, the newly-named surviving corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located. (2) The filing must be by: (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the corporation, and describing the real property owned by that corporation; or (ii) filing a certified copy of the articles of domestication including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named surviving corporation. (3) The affidavit or filed articles of domestication must be duly indexed in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a corporation name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made after the change in name.
S.C. Code Ann. § 33-42-1430 — SC Code / Title 33 / Chapter 42 / Article 8 / Section 33-42-1430
SECTION 33-42-1430. Winding up.
Status: in_force

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county in which the limited partnership's office designated pursuant to SECTION 33-42-50 (1) is located may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
S.C. Code Ann. § 33-46-80 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-80
SECTION 33-46-80. Subject to tax laws for cooperatives.
Status: in_force

Each telephone cooperative transacting business in the State is subject to the tax laws as written or thereafter amended for cooperatives organized pursuant to Title 33, Chapter 45.
S.C. Code Ann. § 33-41-1200 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1200
SECTION 33-41-1200. Effect of failure of foreign limited liability partnership to register.
Status: in_force

(A) A foreign limited liability partnership transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until the Secretary of State has issued it a certificate of authority to transact business in this State. (B) The failure of a foreign limited liability partnership to register in this State does not: (1) impair the validity of any contract or act of the foreign limited liability partnership; (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this State. (C) A foreign limited liability partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State. (D) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be liable to the State for the years or parts thereof during which it transacted business in this State without a certificate of authority in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability partnership had it duly registered, and all penalties imposed by this chapter. The Attorney General may bring proceedings to recover all amounts due this State under the provisions of this section. (E) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be subject to a civil penalty, payable to the State of ten dollars per day, not to exceed one thousand dollars per year. (F) The civil penalty set forth in subsection (E) may be recovered in an action brought within a court by the Attorney General. Upon a finding by the court that a foreign limited liability partnership has transacted business in this State in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability partnership and the further exercise of any limited liability partnership's rights and privileges in this State. The foreign limited liability partnership shall be enjoined from transacting business in this State until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability partnership has otherwise complied with the provisions of this article. (G) A partner of a foreign limited liability partnership is not liable for the debts and obligations of the limited liability partnership solely because the limited liability partnership transacted business in this State without registration.
S.C. Code Ann. § 33-47-460 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-460
SECTION 33-47-460. Limitation on business with nonmembers.
Status: in_force

No association organized under this chapter shall, during any fiscal year thereof, deal in or handle products, machinery, equipment and supplies and perform services for and on behalf of nonmembers to an amount greater in value than such as are dealt in, handled and performed by it for and on behalf of members during the same period.
S.C. Code Ann. § 33-42-1440 — SC Code / Title 33 / Chapter 42 / Article 8 / Section 33-42-1440
SECTION 33-42-1440. Distribution of assets.
Status: in_force

Upon the winding up of a limited partnership, the assets must be distributed as follows: (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under SECTION 33-42-1010 or SECTION 33-42-1040; (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under SECTION 33-42-1010 or SECTION 33-42-1040; and (3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
S.C. Code Ann. § 33-49-250 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-250
SECTION 33-49-250. Powers of cooperative.
Status: in_force

In addition to the powers conferred on all private corporations by Section 33-3-102, a cooperative has power: (1) to generate, manufacture, purchase, acquire, accumulate, and transmit electric energy and to distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons not in excess of ten percent of the number of its members; provided, however, that the foregoing members, governmental agencies, political subdivisions, other persons, or the premises to be served must be located in an area a cooperative is permitted to serve pursuant to Section 58-27-610 through Section 58-27-670 or by the provisions of this chapter. Subject to the provisions of Section 58-27-1360, the act of incorporating or annexing into a city or town an area in which the cooperative is serving constitutes the consent of the governing body of such city or town for the cooperative to continue serving all premises then being served by the cooperative and such cooperative is empowered to so serve. A cooperative shall not extend service to any premises initially requiring electric service after February 19, 2004 in any part of any city or town unless: (a) such premises is within the municipal limits of the city or town as those municipal limits existed on February 19, 2004 and either: (i) the cooperative was the principal supplier of electricity to the city or town or (ii) the cooperative had the legal right to serve such premises prior to February 19, 2004, and the cooperative is empowered to so serve unless the governing body of such city or town directs otherwise; or (b) such premises is located in an area annexed or incorporated after February 19, 2004 and is either: (i) within an area assigned to the cooperative by the commission pursuant to Act 432 of 1969, prior to annexation or incorporation, including corridors which lie within the boundaries of the cooperative's assigned territory, and the act of incorporating or annexing such area constitutes the consent of the governing body of such city or town for the cooperative to provide such service and the cooperative is empowered to so serve unless the governing body of the city or town directs otherwise; or (ii) within an area left unassigned by the commission prior to annexation or incorporation, including corridors which lie within the boundaries of the unassigned territory, and the act of incorporating or annexing such area constitutes the consent of the governing body of such city or town for the cooperative to provide such service and the cooperative is empowered to so serve unless the governing body of such city or town directs otherwise. However, a cooperative is not empowered to serve premises first requiring service after annexation into a city or town in which the city or town or a board of public works or a commission of public works provides electric service unless the governing body of the city or town grants its consent to such service by ordinance and the board or commission of public works, if any, authorizes such service by contract. Provided, further, that a cooperative is not empowered to furnish electrical service to any premises first requiring service in an area annexed by a municipality or incorporated after February 19, 2004 where such premises is located: (a) in an area assigned by the commission prior to annexation or incorporation to an electric supplier other than a cooperative or (b) in a corridor lying within the boundaries of an area assigned by the commission prior to annexation or incorporation to an electric supplier other than a cooperative. In the event of a violation of the provisions of this subsection, the municipality or any affected board of public works or commission of public works or any affected supplier of electricity may institute an action in the court of common pleas of the county in which the violation occurs to compel compliance with the provisions of this subsection; (2) to make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise to assist such person in, wiring their premises and installing therein electric and plumbing fixtures, appliances, apparatus, and equipment of any and all kinds and character and, in connection therewith, to purchase, acquire, lease, sell, distribute, install, and repair such electric and plumbing fixtures, appliances, apparatus, and equipment and to accept or otherwise acquire and to sell, assign, transfer, endorse, pledge, hypothecate, and otherwise dispose of notes, bonds, and other evidences of indebtedness and any and all types of security therefor; (3) to make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise to assist such persons in, constructing, maintaining, and operating electric refrigeration plants; (4) to become a member in one or more other cooperatives or corporations or to own stock therein; (5) to 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 electric transmission and distribution lines or systems, electric generating plants, electric refrigeration plants, lands, buildings, structures, dams, plants, and equipment, and any and all kinds and classes of real or personal property whatsoever which shall be deemed necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized; (6) to 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; (7) to 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 and all of its then owned or after-acquired real or personal property, assets, franchises, revenues, or income; (8) to construct, maintain, and operate electric transmission and distribution lines 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 of the use of such thoroughfares and lands that are imposed by the respective authorities having jurisdiction thereof upon corporations constructing or operating electric transmission and distribution lines or systems; (9) to exercise the power of eminent domain in the manner provided by the laws of this State for the exercise of that power by corporations constructing or operating electric transmission and distribution lines or systems; (10) to conduct its business and exercise any or all of its powers within or without this State; (11) to do and perform any and all other acts and things and to have and exercise any and all other powers which may be necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized; and (12) to wholly or partially own, lease, maintain, construct, install, operate, and replace a broadband network directly or indirectly as provided for and subject to the limitations and requirements set forth in Article 25, Chapter 9, Title 58. Code Commissioner's Note 2004 Act No. 179, SECTION 9.(B), directed the Code Commissioner to change all references in this section to "effective date of this act" or "effective date of this enactment" to the actual effective date of 2004 Act No. 179 which took effect without the Governor's signature on February 19, 2004. Editor's Note 2020 Act No. 175, SECTION 6, provides as follows: "SECTION 6. This act does not convey or confer any implied or express grant of authority to an investor-owned electric utility to provide broadband facilities or broadband services as defined in this act and any legal rights which may or may not belong to investor-owned electric utilities to provide broadband facilities or broadband services at the time of the passage of this act are neither expanded nor contracted by its passage." Effect of Amendment 2020 Act No. 175, SECTION 4, in (10), deleted "and" at the end; in (11), added "and" at the end; and added (12).
S.C. Code Ann. § 33-19-231 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-231
SECTION 33-19-231. Option to purchase shares of a terminated shareholder.
Status: in_force

(a) A professional corporation has a thirty-day option to purchase the shares of any qualified shareholder whose employment with the corporation is voluntarily or involuntarily terminated unless the shares of the terminated shareholders are required to be purchased upon termination pursuant to an agreement among the shareholders of the corporation. (b) To be exercised, the option must be approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, excluding votes in respect of the shares owned by the terminated shareholder, and written notice of exercise of the option must be delivered to the terminated shareholder within thirty days after the shareholder's employment is terminated. (c) If the option is exercised, the terminated shareholder must sell all his shares to the professional corporation and the sale must be treated in the same manner as a compulsory sale made pursuant to Section 33-19-230. (d) A professional corporation that exercises an option to purchase under this section may allocate some or all of the shares to be purchased to one or more of its shareholders or to other qualified persons if all the shareholders voting in favor of the purchase approve the allocation. If the professional corporation has more than one class or series of shares, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the professional corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.
S.C. Code Ann. § 33-41-990 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-990
SECTION 33-41-990. When partnership is not bound by partner after dissolution.
Status: in_force

The partnership is in no case bound by any act of a partner after dissolution: (1) When the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; (2) When the partner has become bankrupt; or (3) When the partner has no authority to wind up partnership affairs; Except by a transaction with one who (a) had extended credit to the partnership prior to the dissolution and had no knowledge or notice of his want of authority or (b) had not extended credit to the partnership prior to the dissolution and, having no knowledge or notice of the acting partner's want of authority, the fact of such want of authority has not been advertised in the manner provided for advertising the fact of dissolution in item (2)(b) of SECTION 33-41-970.
S.C. Code Ann. § 33-15-103 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-103
SECTION 33-15-103. Application for certificate of authority.
Status: in_force

(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporation name that satisfies the requirements of Section 33-15-106; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the address of its proposed registered office in this State and the name of its proposed registered agent at that office; (6) the names and usual business addresses of its current directors and officers; (7) a statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class." (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody or corporate records in the state or country under whose law it is incorporated. (c) The foreign corporation shall deliver with the completed application the initial annual report of the corporation as specified in Section 12-20-40.