S.C. Code Ann. § 33-44-404 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-404
SECTION 33-44-404. Management of limited liability company.
Status: in_force

(a) In a member-managed company: (1) each member has equal rights in the management and conduct of the company's business; and (2) except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members. (b) In a manager-managed company: (1) each manager has equal rights in the management and conduct of the company's business; (2) except as otherwise provided in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and (3) a manager: (i) must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and (ii) holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed. (c) The only matters of a member or manager-managed company's business requiring the consent of all of the members are: (1) the amendment of the operating agreement under Section 33-44-103; (2) the authorization or ratification of acts or transactions under Section 33-44-103(b)(2)(ii) which would otherwise violate the duty of loyalty; (3) an amendment to the articles of organization under Section 33-44-204; (4) the compromise of an obligation to make a contribution under Section 33-44-402(b); (5) the compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter; (6) the making of interim distributions under Section 33-44-405(a), including the redemption of an interest; (7) the admission of a new member; (8) the use of the company's property to redeem an interest subject to a charging order; (9) the consent to dissolve the company pursuant to Section 33-44-801(2); (10) a waiver of the right to have the company's business wound up and the company terminated under Section 33-44-802(b); (11) the consent of members to merge with another entity under Section 33-44-904(c)(1); and (12) the sale, lease, exchange, or other disposal of all, or substantially all, of the company's property with or without goodwill. (d) action requiring the consent of members or managers under this chapter may be taken without a meeting. (e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.
S.C. Code Ann. § 33-47-1130 — SC Code / Title 33 / Chapter 47 / Article 13 / Section 33-47-1130
SECTION 33-47-1130. Injunction and specific performance.
Status: in_force

In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach and a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
S.C. Code Ann. § 33-47-430 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-430
SECTION 33-47-430. Certificate of membership.
Status: in_force

When a member of an association established without capital stock has paid his membership fee in full he shall receive a certificate of membership.
S.C. Code Ann. § 33-42-10 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-10
SECTION 33-42-10. Short title.
Status: in_force

This chapter may be cited as the "Uniform Limited Partnership Act".
S.C. Code Ann. § 33-56-55 — SC Code / Title 33 / Chapter 56 / Section 33-56-55
SECTION 33-56-55. Application of chapter to parent-teacher associations or local chambers of commerce; reporting not required.
Status: in_force

The provisions of this chapter do not apply to a parent-teacher association affiliated with a school or to a local chamber of commerce. Reporting of fundraising activities or other reporting pursuant to this chapter is not required of a parent-teacher association or a local chamber of commerce whether or not they would be considered exempt organizations under Section 33-56-50, if none of the fundraising activities are conducted by professional solicitors.
S.C. Code Ann. § 33-18-320 — SC Code / Title 33 / Chapter 18 / Article 4 / Section 33-18-320
SECTION 33-18-320. Effect of termination of statutory close corporation status.
Status: in_force

(a) A corporation that terminates its status as a statutory close corporation is subject thereafter to all provisions of Chapters 1 through 17 of this title or, if incorporated under the South Carolina Professional Corporation Supplement (Chapter 19 of this title), to all provisions of that Supplement. (b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless this chapter, Chapters 1 through 17 of this title, or another law of this State invalidates the right.
S.C. Code Ann. § 33-6-102 — SC Code / Title 33 / Chapter 6 / Article 1 / Section 33-6-102
SECTION 33-6-102. Terms of class or series determined by board of directors.
Status: in_force

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 33-6-101) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. (b) Each series of a class must be given a distinguishing designation. (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class. (d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth: (1) the name of the corporation; (2) the text of the amendment determining the terms of the class or series of shares; (3) the date it was adopted; and (4) a statement that the amendment was duly adopted by the board of directors.
S.C. Code Ann. § 33-41-560 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-560
SECTION 33-41-560. Continuation of partnership beyond fixed term or particular undertaking.
Status: in_force

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. (2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
S.C. Code Ann. § 33-37-465 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-465
SECTION 33-37-465. Short-term loans to corporation by members.
Status: repealed

A member may make short-term loans to the corporation independently of the loan calls made pursuant to Section 33-37-460. These short-term loans are not subject to the limitations and restrictions described in Section 33-37-460. When the purpose of the short-term loan is to provide funds to the corporation for disbursement of a loan, the corporation may grant to the member funding the short-term loan a security interest in or collateral assignment of the loan on the condition that the security interest or collateral assignment is terminated upon payment of the short-term loan. 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 deleted the exception at the end of the first sentence and added the second sentence exempting the loans from the restrictions in SECTION 33-37-460. 2015 Act No. 60, SECTION 1, substituted "short-term" for "short- term".
S.C. Code Ann. § 33-31-504 — SC Code / Title 33 / Chapter 31 / Article 5 / Section 33-31-504
SECTION 33-31-504. Service on corporation.
Status: in_force

Except as otherwise specifically provided in this chapter, service of process on a nonprofit corporation must be in accord with the applicable provisions of Title 15.
S.C. Code Ann. § 33-37-1050 — SC Code / Title 33 / Chapter 37 / Article 10 / Section 33-37-1050
SECTION 33-37-1050. Business Development Corporation; transfers to loss reserve account; reports.
Status: in_force

After receipt of the funds and report provided in Section 33-37-1040(7), BDC shall transfer from the state fund account to the loss reserve account an amount equal to one hundred fifty percent of the total of the contributions of the participating financial institution and the small business. BDC shall maintain accurate records to determine the allocation and allocable share of each participating financial institution in and to the loan loss reserves in the loss reserve account and shall provide a report of the allocation to each participating financial institution annually. BDC also shall provide the report to a participating financial institution upon its written request during the year, but not more often than quarterly, and to the South Carolina Department of Commerce quarterly. In addition, the BDC shall provide an internal quarterly report on the project job creation and capital investment associated with each loan. Effect of Amendment 2015 Act No. 60, SECTION 1, deleted "of this article" following "33-37-1040(7)".
S.C. Code Ann. § 33-42-1650 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1650
SECTION 33-42-1650. Changes and amendments.
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.
S.C. Code Ann. § 33-49-110 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-110
SECTION 33-49-110. All papers shall be filed in quadruplicate.
Status: in_force

All papers filed in the office of the Secretary of State pursuant to the provisions of this chapter shall be filed in quadruplicate.
S.C. Code Ann. § 33-44-601 — SC Code / Title 33 / Chapter 44 / Article 6 / Section 33-44-601
SECTION 33-44-601. Events causing member's dissociation.
Status: in_force

A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) the company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member; (2) an event agreed to in the operating agreement as causing the member's dissociation; (3) upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed; (4) the member's expulsion pursuant to the operating agreement; (5) the member's expulsion by unanimous vote of the other members if: (i) it is unlawful to carry on the company's business with the member; (ii) there has been a transfer of substantially all of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed; (iii) within ninety days after the company notifies a corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or (iv) a partnership or a limited liability company that is a member has been dissolved and its business is being wound up; (6) on application by the company or another member, the member's expulsion by judicial determination because the member: (i) engaged in wrongful conduct that adversely and materially affected the company's business; (ii) wilfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under Section 33-44-409; or (iii) engaged in conduct relating to the company's business which makes it not reasonably practicable to carry on the business with the member; (7) the member's: (i) becoming a debtor in bankruptcy; (ii) executing an assignment for the benefit of creditors; (iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or (iv) failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated; (8) in the case of a member who is an individual: (i) the member's death; (ii) the appointment of a guardian or general conservator for the member; or (iii) a judicial determination that the member has otherwise become incapable of performing the member's duties under the operating agreement; (9) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee; (10) in the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative; or (11) termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust.
S.C. Code Ann. § 33-42-40 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-40
SECTION 33-42-40. Reservation of name.
Status: reserved

(a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited partnership under this chapter and to adopt that name; (2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (3) any foreign limited partnership intending to register in this State and adopt that name; (4) any person intending to organize a foreign limited partnership and intending to have it registered in this State and adopt that name. (b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of transfer, executed by the applicant for whom the name was received and specifying the name and address of the transferee.
S.C. Code Ann. § 33-8-220 — SC Code / Title 33 / Chapter 8 / Article 2 / Section 33-8-220
SECTION 33-8-220. Notice of meeting.
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
S.C. Code Ann. § 33-47-90 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-90
SECTION 33-47-90. Adoption of chapter by corporations or associations already formed.
Status: in_force

Any corporation or association organized under previously existing statutes may by a majority vote of its stockholders or members be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors, upon forms supplied by the Secretary of State, to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by the provisions of this chapter. Articles of incorporation shall be filed as required in SECTIONS 33-47-210 and 33-47-220, except that they shall be signed by the members of the board of directors. The filing fee shall be two and one-half dollars.
S.C. Code Ann. § 33-49-1310 — SC Code / Title 33 / Chapter 49 / Article 15 / Section 33-49-1310
SECTION 33-49-1310. Foreign rural electric cooperatives may do business in State.
Status: in_force

Any corporation organized on a nonprofit or a cooperative basis for the purpose of furnishing electric energy to persons in rural areas who are not receiving central station service and owning and operating electric transmission or distribution lines in a state adjacent to this State shall be permitted to extend its lines into and to transact business in this State without complying with any statute of this State pertaining to the qualification of foreign corporations for the transaction of business in this State.
S.C. Code Ann. § 33-31-1301 — SC Code / Title 33 / Chapter 31 / Article 13 / Section 33-31-1301
SECTION 33-31-1301. Prohibited distributions.
Status: in_force

Except as authorized by Section 33-31-1302, a corporation may not make any distributions.
S.C. Code Ann. § 33-47-40 — SC Code / Title 33 / Chapter 47 / Article 1 / Section 33-47-40
SECTION 33-47-40. Applicability of general corporation laws.
Status: in_force

The provisions of the general corporation laws of this State, and all powers and rights thereunder, shall apply to and be conferred upon the associations organized hereunder, except when such provisions are in conflict with, or inconsistent with, the express provisions of this chapter.
S.C. Code Ann. § 33-1-420 — SC Code / Title 33 / Chapter 1 / Article 4 / Section 33-1-420
SECTION 33-1-420. Number of shareholders.
Status: in_force

(a) For purposes of Chapters 1 through 20 of this Title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) three or fewer co-owners; (2) a corporation, partnership, trust, estate, or other entity; (3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. (b) For purposes of Chapters 1 through 20 of this Title, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
S.C. Code Ann. § 33-36-440 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-440
SECTION 33-36-440. Voting.
Status: in_force

Each member is entitled to one vote on each matter submitted to a vote at a membership meeting. Voting must be in person, unless the bylaws provide specifically for voting by proxy and the conditions under which proxy voting may be exercised.
S.C. Code Ann. § 33-47-1120 — SC Code / Title 33 / Chapter 47 / Article 13 / Section 33-47-1120
SECTION 33-47-1120. Damages for breach.
Status: in_force

The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association. Any such provisions shall be valid and enforceable in the courts of this State.
S.C. Code Ann. § 33-36-1020 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1020
SECTION 33-36-1020. Voluntary dissolution of corporation not-for-profit which has commenced business.
Status: in_force

A corporation not-for-profit which has commenced business may dissolve voluntarily and wind up its affairs in the following manner: (1) Two-thirds of the board shall adopt a resolution recommending dissolution and directing the submission of the question to a vote at an annual or special 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 dissolution. (3) At the meeting the members may authorize the dissolution and may fix, or authorize the board to fix, its terms and conditions. Each member may vote and the authorization requires the affirmative vote of at least two-thirds of all the members.
S.C. Code Ann. § 33-18-230 — SC Code / Title 33 / Chapter 18 / Article 3 / Section 33-18-230
SECTION 33-18-230. Annual meeting.
Status: in_force

(a) The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Section 33-18-200 fixes a different date. (b) A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least thirty days before the meeting date determined under subsection (a).
S.C. Code Ann. § 33-44-1005 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1005
SECTION 33-44-1005. Name of foreign limited liability company.
Status: reserved

(a) If the name of a foreign limited liability company does not satisfy the requirements of Section 33-44-105, the company, to obtain or maintain a certificate of authority to transact business in this State, must use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its managers, in the case of a manager-managed company, or of its members, in the case of a member-managed company, adopting the fictitious name. (b) Except as authorized by subsections (c) and (d), the name, including a fictitious name to be used to transact business in this State, of a foreign limited liability company must be distinguishable upon the records of the Secretary of State from: (1) the name of any corporation, limited partnership, or company incorporated, organized, or authorized to transact business in this State; (2) a name reserved or registered under Section 33-44-106 or 33-44-107; and (3) the fictitious name of another foreign limited liability company authorized to transact business in this State. (c) A foreign limited liability company may apply to the Secretary of State for authority to use in this State a name that is not distinguishable upon the records of the Secretary of State from a name described in subsection (b). The Secretary of State shall authorize use of the name applied for if: (1) the present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign applying limited liability company; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State. (d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company: (1) has merged with the other entity; (2) has been formed by reorganization of the other entity; or (3) has acquired all or substantially all of the assets including the name of the other entity. (e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of Section 33-44-105, it may not transact business in this State under the name as changed until it adopts a name satisfying the requirements of Section 33-44-105 and obtains an amended certificate of authority.
S.C. Code Ann. § 33-41-380 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-380
SECTION 33-41-380. Liability as partner by estoppel.
Status: in_force

(1) When a person, by words spoken or written or by conduct, represents himself or consents to another representing him to anyone as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made. When a partnership liability results, he is liable as though he were an actual member of the partnership. When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately. (2) When a person has been thus represented to be a partner in an existing partnership or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact with respect to persons who rely upon the representation. When all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
S.C. Code Ann. § 33-44-409 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-409
SECTION 33-44-409. General standards of member's and manager's conduct.
Status: in_force

(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c). (b) A member's duty of loyalty to a member-managed company and its other members is limited to the following: (1) to account to the company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's business before the dissolution of the company. (c) A member's duty of care to a member-managed company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A member shall discharge the duties to a member-managed company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest. (f) A member of a member-managed company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law. (g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member. (h) In a manager-managed company: (1) a member who is not also a manager owes no duties to the company or to the other members solely by reason of being a member; (2) a manager is held to the same standards of conduct prescribed for members in subsections (b) through (f); (3) a member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) through (f) to the extent that the member exercises the managerial authority vested in a manager by this chapter; and (4) a manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) through (f) to the extent of the managerial authority delegated to the members by the operating agreement.
S.C. Code Ann. § 33-39-270 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-270
SECTION 33-39-270. Approval by Secretary of State and filing of articles of amendment.
Status: in_force

Within thirty days after any meeting at which amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.
S.C. Code Ann. § 33-13-210 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-210
SECTION 33-13-210. Notice of intent to demand payment.
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Section 33-13-102 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must give to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated and (2) must not vote his shares in favor of the proposed action. A vote in favor of the proposed action cast by the holder of a proxy solicited by the corporation shall not disqualify a shareholder from demanding payment for his shares under this chapter. (b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his shares under this chapter.
S.C. Code Ann. § 33-2-105 — SC Code / Title 33 / Chapter 2 / Section 33-2-105
SECTION 33-2-105. Organization of corporation.
Status: in_force

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by Chapters 1 through 20 of this Title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this State.
S.C. Code Ann. § 33-31-1504 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1504
SECTION 33-31-1504. 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 33-31-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
S.C. Code Ann. § 33-49-240 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-240
SECTION 33-49-240. Name of cooperative.
Status: in_force

The name of each cooperative shall include the words "electric" and "cooperative" and the abbreviation "Inc."; provided, however, such limitation shall not apply if, from an affidavit made by the president or vice-president of a cooperative and filed with the Secretary of State, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name. The name of a cooperative shall distinguish it from any other corporation organized under the laws of or authorized to transact business in this State. The words "electric" and "cooperative" shall not both be used in the name of any corporation organized under the laws of or authorized to transact business in this State, except a cooperative or a corporation transacting business in this State pursuant to the provisions of this chapter.
S.C. Code Ann. § 33-27-40 — SC Code / Title 33 / Chapter 27 / Section 33-27-40
SECTION 33-27-40. Provisions of chapter shall be controlling.
Status: in_force

The provisions of this chapter shall be applicable although the charter or articles of incorporation or bylaws of the corporation, any shares or rights which are transferred or pledged as herein provided, and any certificate or instrument evidencing such shares or rights, in whole or in part, provide that such shares or rights, shall be transferable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent.
S.C. Code Ann. § 33-8-330 — SC Code / Title 33 / Chapter 8 / Article 3 / Section 33-8-330
SECTION 33-8-330. Liability for unlawful distributions.
Status: in_force

(a) A director who votes for or assents to a distribution made in violation of Section 33-6-400 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 33-6-400 or the articles of incorporation if it is established that he did not perform his duties in compliance with Section 33-8-300. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. (b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution: (1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of Section 33-6-400 or the articles of incorporation.
S.C. Code Ann. § 33-10-108 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-108
SECTION 33-10-108. Amendment pursuant to reorganization.
Status: in_force

(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 33-2-102. (b) The individual designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the articles of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute. (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
S.C. Code Ann. § 33-49-1410 — SC Code / Title 33 / Chapter 49 / Article 17 / Section 33-49-1410
SECTION 33-49-1410. Definitions.
Status: in_force

For purposes of this article: (1) "Licensed health care provider" means a licensed medical doctor, physician's assistant, nurse practitioner, or advanced-practice registered nurse. (2) "Special needs account member" means the account of a residential member: (a) when the member can furnish to the electric cooperative a certificate on a form provided by the electric cooperative and signed by a licensed health care provider that states that termination of electric service would be dangerous to the health of the member or a person residing in the member's household at the premises to which electric service is rendered; or (b) who suffers from Alzheimer's disease or dementia as certified by a licensed health care provider. Effect of Amendment The 2012 amendment in subsection (2), added the subsection identifiers, added subsection (b) relating to Alzheimer's disease, and made other nonsubstantive changes.
S.C. Code Ann. § 33-42-440 — SC Code / Title 33 / Chapter 42 / Article 3 / Section 33-42-440
SECTION 33-42-440. Person erroneously believing himself limited partner.
Status: in_force

(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner if, on ascertaining the mistake, he: (1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or (2) withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State a certificate declaring withdrawal under this section. (b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
S.C. Code Ann. § 33-31-1507 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1507
SECTION 33-31-1507. Registered office and registered agent of foreign corporation.
Status: in_force

Each foreign corporation authorized to transact business in this State must continuously maintain in this State: (1) a registered office with the same address as that of its registered agent; and (2) a registered agent, who may be: (i) an individual who resides in this State and whose office is identical with the registered office; (ii) a domestic business or nonprofit corporation whose office is identical with the registered office; or (iii) a foreign business or nonprofit corporation authorized to transact business in this State whose office is identical with the registered office.
S.C. Code Ann. § 33-41-1190 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1190
SECTION 33-41-1190. Foreign limited liability partnership; cancellation of registration.
Status: in_force

(A) A foreign limited liability partnership authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State a certificate of cancellation. In order to procure such certificate, the foreign limited liability partnership shall deliver to the Secretary of State an application for cancellation, which shall set forth: (1) the name of the foreign limited liability partnership and the state or other jurisdiction under the laws of which it is formed; (2) that the foreign limited liability partnership is not transacting business in this State; (3) that the foreign limited liability partnership surrenders its certificate of authority to transact business in this State; (4) that the foreign limited liability partnership revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability partnership by service thereof upon the Secretary of State; and (5) an address to which a person may mail a copy of any process against the foreign limited liability partnership. (B) The application for cancellation shall be in the form and manner designated by the Secretary of State and shall be executed on behalf of the foreign limited liability partnership by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or if the foreign limited liability partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary. (C) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability partnership with respect to causes of action arising out of the transaction of business in this State.
S.C. Code Ann. § 33-31-175 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-175
SECTION 33-31-175. Provisions are cumulative.
Status: in_force

The provisions of Sections 33-31-170 through 33-31-175 are cumulative of all other laws now in force in this State and may not be construed as repealing any other means afforded by law for securing testimony or inquiring into the affairs of domestic or foreign nonprofit corporations.
S.C. Code Ann. § 33-8-105 — SC Code / Title 33 / Chapter 8 / Article 1 / Section 33-8-105
SECTION 33-8-105. Terms of directors generally.
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Section 33-8-106. (c) A decrease in the number of directors does not shorten an incumbent director's term. (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. (e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
S.C. Code Ann. § 33-13-260 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-260
SECTION 33-13-260. Failure to take action.
Status: in_force

(a) If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation, within the same sixty-day period, shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Section 33-13-220 and repeat the payment demand procedure.
S.C. Code Ann. § 33-42-60 — SC Code / Title 33 / Chapter 42 / Article 1 / Section 33-42-60
SECTION 33-42-60. Records.
Status: in_force

(a) Each limited partnership shall keep at the office referred to in Section 33-42-50(1) the following: (1) a current list of the full name and last known mailing address of each partner separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order); (2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and (5) unless contained in a written partnership agreement, a writing setting out: (i) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; (ii) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (iii) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and (iv) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. (b) Records required to be kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. (c) A person who is not a partner is entitled to the information required by paragraphs (1) and (5) of subsection (a) if he gives the limited partnership written notice of his demand at least five business days before the date on which he wishes to inspect and copy the information to which he is entitled by this subsection and his demand is made in good faith and for a proper purpose. The limited partnership may impose a reasonable charge, covering the costs of labor and material for copies of any documents provided pursuant to this subsection. The charge may not exceed the estimated cost of production or reproduction of the records.
S.C. Code Ann. § 33-41-30 — SC Code / Title 33 / Chapter 41 / Article 1 / Section 33-41-30
SECTION 33-41-30. What constitutes "knowledge" or "notice" of a fact.
Status: in_force

(1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. (2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice (a) states the fact to such person or (b) delivers through the mail or by other means of communication a written statement of the fact to such person or to a proper person at his place of business or residence.
S.C. Code Ann. § 33-44-801 — SC Code / Title 33 / Chapter 44 / Article 8 / Section 33-44-801
SECTION 33-44-801. Events causing dissolution and winding up of company's business.
Status: in_force

A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but a cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section; (4) on application by a member or a dissociated member, upon entry of a judicial decree that: (a) the economic purpose of the company is likely to be unreasonably frustrated; (b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member; (c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (d) the company failed to purchase the petitioner's distributional interest after giving effect to provisions of the operating agreement modifying or superseding the provisions of Section 33-44-701; or (e) the managers or members in control of the company have acted, are acting, or will act in a manner that is unlawful, oppressive, fraudulent, or unfairly prejudicial to the petitioner; (5) on application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business: (a) after the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or (b) at any time, if the company existed at will at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer.
S.C. Code Ann. § 33-31-1401 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1401
SECTION 33-31-1401. Dissolution by incorporators.
Status: in_force

(a) The incorporators of a corporation that has no members and that does not yet have initial directors, upon written consents signed by a majority of the incorporators, or through a vote of a majority of the incorporators at a meeting of the incorporators, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
S.C. Code Ann. § 33-46-90 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-90
SECTION 33-46-90. Filing of articles of incorporation, amendments, consolidations, mergers, conversions, or dissolutions and certificates of elections.
Status: in_force

Articles of incorporation, amendments, consolidations, mergers, conversions, or dissolutions 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 provisions of this chapter, must be presented to the Secretary of State for filing in the records of that office. If the Secretary of State's office finds that the articles presented conform to the requirements of this chapter, it shall, upon payment of fees as prescribed in Section 33-1-220, file the articles so presented in the records of the office, and, upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein is in effect.
S.C. Code Ann. § 33-47-210 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-210
SECTION 33-47-210. Articles of incorporation.
Status: in_force

Each association formed under this chapter must prepare and file articles of incorporation setting forth: (1) The name of the association; (2) The purpose for which it is formed; (3) The place where its principal business will be transacted; (4) The term for which it is to exist, not exceeding fifty years; (5) The names and addresses of those (not less than five) who are to serve as directors for the first term or until the election of their successors; (6) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal and, if unequal, the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed; and (7) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof. If the capital stock be divided into preferred and common stock the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and extent of the preference and privileges granted to each. In addition to the foregoing the articles of incorporation may contain any provisions consistent with law with respect to the corporation's management, regulation, government, financing, indebtedness, membership, establishment of voting districts and election of delegates for representative purposes, the issuance, retirement and transfer of its stock, if formed with capital stock, the way or manner in which the association shall operate with respect to its members, officers or directors or any other provisions relating to its affairs.
S.C. Code Ann. § 33-31-205 — SC Code / Title 33 / Chapter 31 / Article 2 / Section 33-31-205
SECTION 33-31-205. Organization of corporation.
Status: in_force

(a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at a call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this State in accordance with Section 33-31-821.
S.C. Code Ann. § 33-46-550 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-550
SECTION 33-46-550. Directors from different districts in service area; staggered elections.
Status: in_force

The bylaws may provide that the service area of the telephone cooperative must be divided into two or more districts and that one or more members be elected from each district to serve as director. The bylaws may further provide that in lieu of electing the whole number of directors annually that director election be staggered so that no less than one-third of all director terms expire each year.
S.C. Code Ann. § 33-46-560 — SC Code / Title 33 / Chapter 46 / Article 5 / Section 33-46-560
SECTION 33-46-560. Quorum.
Status: in_force

A majority of the board of directors constitutes a quorum, unless otherwise specified in the bylaws.
S.C. Code Ann. § 33-11-112 — SC Code / Title 33 / Chapter 11 / Section 33-11-112
SECTION 33-11-112. When conversion takes place; notice of name change as to real property.
Status: in_force

(a) A corporation that is converted to a limited liability company is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting corporation vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred; (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the limited liability company; and (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-111(c), all the shareholders of the converting corporation continue as members of the limited liability company. (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company, the newly-named limited liability company 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 corporation and the new name of the limited liability company and describing the real property owned by that limited liability company; or (ii) filing a certified copy of the articles of organization including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named limited liability company. (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 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 limited liability company that is made after the change in name.
S.C. Code Ann. § 33-47-215 — SC Code / Title 33 / Chapter 47 / Article 3 / Section 33-47-215
SECTION 33-47-215. Reinstatement of a marketing cooperative association.
Status: in_force

(A) An association whose term of existence has expired may apply to the Secretary of State for reinstatement within two years after the effective date of expiration. The application must: (1) recite the name of the association and the effective date of its expiration; and (2) include revised articles of incorporation with a new term as required by Section 33-47-210(4). (B) If the Secretary of State determines the application contains the information required by subsection (A) and the information is correct, the Secretary of State shall cancel the expiration and prepare a certificate of reinstatement reciting its determination and the effective date of reinstatement, file the original of the certificate, and provide a copy to the association. (C) When reinstatement is effective, it relates back to and takes effect as of the effective date of the expiration and the association shall resume carrying on its activities as if the expiration had never occurred. Code Commissioner's Note 2016 Act No. 149, SECTION 1, which proposed to enact a Section 33-47-1160, has been renumbered Section 33-47-215 at the direction of the Code Commissioner.
S.C. Code Ann. § 33-44-910 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-910
SECTION 33-44-910. Conversion to limited partnership; terms and approval of agreement of conversion; filing of certificate of limited partnership.
Status: in_force

(a) A limited liability company may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a limited partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted limited partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains: (1) a statement that the limited liability company is converted to a limited partnership from a limited liability company; (2) its former name; (3) a statement of the number of votes cast by the members 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) a statement that the articles of organization are cancelled as of the date the conversion takes effect. (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the articles of organization of the limited liability company as of the date the conversion takes effect. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect.
S.C. Code Ann. § 33-49-1020 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1020
SECTION 33-49-1020. Dissolution after commencing business.
Status: in_force

A cooperative which has commenced business may dissolve voluntarily and wind up its affairs in the manner provided in this article.
S.C. Code Ann. § 33-45-10 — SC Code / Title 33 / Chapter 45 / Section 33-45-10
SECTION 33-45-10. Definitions.
Status: in_force

For the purposes of this chapter the words "association," "society," "company," "union," and "exchange" shall have the same signification and shall import a corporation.
S.C. Code Ann. § 33-46-710 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-710
SECTION 33-46-710. Dissolution of telephone cooperative which has commenced business.
Status: in_force

A telephone cooperative which has commenced business may dissolve voluntarily and wind up its affairs in the manner provided in this article.
S.C. Code Ann. § 33-31-1404 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1404
SECTION 33-31-1404. Articles of dissolution.
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board, or incorporators if dissolution is pursuant to Section 33-31-1401; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1402(a)(3), a statement that the approval was obtained; and (7) if the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by Section 33-31-1403(a) has been given. (b) A corporation is dissolved upon the effective date of its articles of dissolution.
S.C. Code Ann. § 33-41-980 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-980
SECTION 33-41-980. Satisfying certain liability of partner.
Status: in_force

The liability of a partner under item (2) of SECTION 33-41-970 shall be satisfied out of partnership assets alone when such partner had been prior to the dissolution: (1) Unknown as a partner to the person with whom the contract is made; and (2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
S.C. Code Ann. § 33-37-470 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-470
SECTION 33-37-470. Authorization for issuance of new classes of stock.
Status: in_force

The board of directors have the power to issue shares of capital stock of the corporation in the classes, series, and denominations set forth in the charter of the corporation, to the same extent and subject to the same restrictions as are otherwise applicable to business corporations organized under the laws of South Carolina under Chapters 1 through 20 of this title. However, the corporation may not issue shares of any series or class of stock with rights, restrictions, or other attributes which would impair or limit the rights of members under this chapter or impair or limit the rights given to stockholders generally under this chapter. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-56-50 — SC Code / Title 33 / Chapter 56 / Section 33-56-50
SECTION 33-56-50. Organizations exempt from registration provisions; alternate filings; fundraising activities.
Status: in_force

(A) The following are not required to file registration statements with the Secretary of State if their fundraising activities are not conducted by professional solicitors, professional fundraising counsel, or commercial coventurers: (1) an educational institution which solicits contributions from only its students and their families, alumni, faculty, friends, and other constituencies, trustees, corporations, foundations, and individuals who are interested in and supportive of the programs of the institution; (2) a person requesting contributions for the relief of an individual specified by name at the time of the solicitation when all of the contributions collected, without deductions of any kind, are turned over to the named beneficiary for his use, as long as the person soliciting the contributions is not a named beneficiary; (3) a charitable organization which (a) does not intend to solicit or receive contributions from the public in excess of twenty thousand dollars in a calendar year and (b) has received a letter of tax exemption from the Internal Revenue Service, if all functions, including fundraising activities, of the organization exempted pursuant to this item are conducted by persons who are compensated no more than five hundred dollars in a year for their services and no part of their assets or income inures to the benefit of or is paid to an officer or a member. If the contributions raised from the public, whether or not the contributions are actually received by a charitable organization during any calendar year, are in excess of these amounts, within thirty days after the date the contributions exceed these amounts, the organization must register with and report to the Secretary of State as required by this chapter; (4) an organization which solicits exclusively from its membership, including a utility cooperative; (5) a veterans' organization which has a congressional charter; and (6) the State, its political subdivisions, and an agency or a department of the State which are subject to the disclosure provisions of the Freedom of Information Act. (B) The following are not required to file registration statements with the Secretary of State regardless of whether or not their fundraising activities are conducted by professional solicitors, professional fundraising counsel, or commercial coventurers: (1) a public school district located in the State and any public school teaching pre-K through grade twelve located within the public school district. For purposes of this chapter, the term "public school" includes any student organization within the school that does not maintain separate financial accounts or a separate federal Employer's Identification Number (EIN) from the school and whose fundraising revenues are deposited in the school's student activity fund; and (2) a charitable organization that does not intend to solicit or receive contributions from the public in excess of seven thousand five hundred dollars during a calendar year. If the contributions raised from the public, whether or not the contributions are actually received by a charitable organization during any calendar year, are in excess of these amounts, the organization shall register and report to the Secretary of State as required by this chapter within thirty days after the date the contributions exceed these amounts. (C) A charitable organization claiming to be exempt from the registration provisions of this chapter and which solicits charitable contributions must submit annually to the Secretary of State, on forms prescribed by the Secretary of State, the name, address, and purpose of the organization and a statement setting forth the reason for the claim for exemption. If appropriate, the Secretary of State or his appropriate division shall issue a letter of exemption that may be exhibited to the public. A filing fee is not required of an exempt organization. (D) A professional solicitor, professional fundraising counsel, or commercial coventurer conducting fundraising activities on behalf of an exempt organization must comply with the registration and filing requirements of this chapter. Effect of Amendment The 2007 amendment deleted subparagraph (A)(3)(a) which provided "does not intend to solicit or receive contributions from the public in excess of five thousand dollars during a calendar year" and redesignated subparagraphs (A)(3)(b)(i) and (A)(3)(b)(ii) as subparagraphs (A)(3)(a) and (A)(3)(b), respectively; added subsection (B) exempting from registration charities not intending to solicit more than seven thousand five hundred dollars a year; and redesignated subsection (B) as subsection (C). The 2013 amendment rewrote paragraph (B); added subparagraphs (B)(1) and (B)(2); added paragraph (D); and made other nonsubstantive changes.
S.C. Code Ann. § 33-19-270 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-270
SECTION 33-19-270. Cancellation of disqualified shares.
Status: in_force

If the shares of a disqualified person are not acquired under Section 33-19-240 or 33-19-250 within ten months after the death of the shareholder or within five months after the disqualification or transfer or, in the case of the exercise of the option to purchase the shares following termination of employment, pursuant to Section 33-19-231, the professional corporation shall cancel immediately the shares on its books and the disqualified or terminated person has no further interest as a shareholder in the corporation other than his right to payment of the fair value of the shares under Section 33-19-240 or 33-19-250.
S.C. Code Ann. § 33-44-105 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-105
SECTION 33-44-105. Name.
Status: reserved

(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". (b) Except as authorized by subsections (c) and (d), the name of a limited liability company must be distinguishable upon the records of the Secretary of State from: (1) the name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business, in this State; (2) a name reserved or registered under Section 33-44-106 or 33-44-107; (3) a fictitious name approved under Section 33-44-1005 for a foreign company authorized to transact business in this State because its real name is unavailable. (c) A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Secretary of State from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if: (1) the present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Secretary of State to change the name to a name that is distinguishable upon the records of the Secretary of State from the name applied for; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. (d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this State if the other company is organized or authorized to transact business in this State and the company proposing to use the name has: (1) merged with the other company; (2) been formed by reorganization with the other company; or (3) acquired substantially all of the assets, including the name, of the other company.
S.C. Code Ann. § 33-42-290 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-290
SECTION 33-42-290. Delivery of certificates to limited partners.
Status: in_force

Upon the return by the Secretary of State pursuant to SECTION 33-42-260 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership or the certificate of amendment or cancellation or restated certificate or any judicial decree of any of the above, as the case may be, to each limited partner unless the partnership agreement provides otherwise.
S.C. Code Ann. § 33-7-220 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-220
SECTION 33-7-220. Proxies.
Status: in_force

(a) A shareholder may vote his shares in person or by proxy. (b) A shareholder or his agent or attorney in fact may appoint a proxy to vote or otherwise act for him, including giving waivers and consents, by signing an appointment form or by an electronic transmission of appointment. The electronic transmission must contain or be accompanied by sufficient information to determine that the transmission appointing the proxy is authorized. A proxy must have an effective date. If not dated by the person giving the proxy, the effective date of the proxy is the date on which it is received by the person appointed to serve as proxy, and that date must be noted by the appointee on the appointment form. (c) An appointment of a proxy is effective when the appointment form or electronic transmission is received by the secretary or other officer or agent authorized to tabulate votes. Unless a time of expiration is otherwise specified, an appointment is valid for eleven months. (d) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission conspicuously states that it is irrevocable and the appointee is: (1) a pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended it credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under Section 33-7-310. (e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority pursuant to the appointment. (f) An appointment made irrevocable as provided by subsection (d) is revoked when the interest with which it is coupled is extinguished. (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. (h) Subject to Section 33-7-240 and to an express limitation on the proxy's authority appearing on the face of the appointment form or electronic transmission, a corporation may accept the proxy's vote or other action as that of the shareholder making the appointment. (i) A proxy may not be solicited on the basis of any proxy statement or other communication, written or oral, containing a statement which, at the time and in light of the circumstances under which it was made, was false or misleading with respect to a material fact or which omits to state a material fact necessary to make the statements made not false or misleading. (j) A copy, facsimile transmission, or other reliable reproduction of the appointment form or electronic transmission created pursuant to subsection (b) of this section may be substituted or used instead of the original appointment form or electronic transmission for all purposes for which the original appointment form or electronic transmission is used, except that the copy, facsimile transmission, or other reproduction must be a complete reproduction of the entire original appointment form or electronic transmission.
S.C. Code Ann. § 33-44-901 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-901
SECTION 33-44-901. Definitions.
Status: in_force

In this article: (1) "Corporation" means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. (2) "General partner" means a partner in a partnership and a general partner in a limited partnership. (3) "Limited partner" means a limited partner in a limited partnership. (4) "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, Chapter 42 of this title, a predecessor law, or comparable law of another jurisdiction. (5) "Partner" includes a general partner and a limited partner. (6) "Partnership" means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction. (7) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership. (8) "Shareholder" means a shareholder in a corporation.
S.C. Code Ann. § 33-46-730 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-730
SECTION 33-46-730. Certificate of election to dissolve.
Status: in_force

Upon such approval a certificate of election to dissolve, in this article designated the "certificate", must be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The certificate shall state: (1) the name of the telephone cooperative; (2) the address of its principal office; (3) the names and addresses of its directors; and (4) the total number of members of the telephone cooperative and the number of members who voted for and against the voluntary dissolution of the telephone cooperative.
S.C. Code Ann. § 33-8-510 — SC Code / Title 33 / Chapter 8 / Article 5 / Section 33-8-510
SECTION 33-8-510. Authority to indemnify.
Status: in_force

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii). (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
S.C. Code Ann. § 33-18-420 — SC Code / Title 33 / Chapter 18 / Article 5 / Section 33-18-420
SECTION 33-18-420. Extraordinary relief: share purchase.
Status: in_force

(a) If the court finds that the ordinary relief described in Section 33-18-410(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under Section 33-18-430 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b). (b) If the court orders a share purchase, it shall: (1) determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of any appraisers appointed by the court, and any legal constraints on the corporation's ability to purchase the shares; (2) specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller; (3) require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price; (4) provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; (5) provide that, if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Section 33-18-430; and (6) provide that the corporation or remaining shareholders release or enter into an agreement to indemnify the seller from any personal liability for obligations of the corporation the seller has personally guaranteed. (c) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification. (d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
S.C. Code Ann. § 33-13-310 — SC Code / Title 33 / Chapter 13 / Article 3 / Section 33-13-310
SECTION 33-13-310. Court costs and counsel fees.
Status: in_force

(a) The court in an appraisal proceeding commenced under Section 33-13-300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 33-13-280. (b) The court also may assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not comply substantially with the requirements of Sections 33-13-200 through 33-13-280; or (2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited. (d) In a proceeding commenced by dissenters to enforce the liability under Section 33-13-300(a) of a corporation that has failed to commence an appraisal proceeding within the sixty-day period, the court shall assess the costs of the proceeding and the fees and expenses of dissenters' counsel against the corporation and in favor of the dissenters.
S.C. Code Ann. § 33-42-1240 — SC Code / Title 33 / Chapter 42 / Article 7 / Section 33-42-1240
SECTION 33-42-1240. Right of assignee to become limited partner.
Status: in_force

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (i) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (ii) all other partners consent. (b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in Articles 5 and 6. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner. (c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under SECTION 33-42-270 and SECTION 33-42-820.
S.C. Code Ann. § 33-8-320 — SC Code / Title 33 / Chapter 8 / Article 3 / Section 33-8-320
SECTION 33-8-320. Loans to directors.
Status: in_force

(a) Except as provided by subsection (c), a corporation may not directly or indirectly lend money to or guarantee the obligation of a director of the corporation unless: (1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or (2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees. (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. (c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.
S.C. Code Ann. § 33-31-124 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-124
SECTION 33-31-124. 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 of correction to the Secretary of State. (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. § 33-42-1610 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1610
SECTION 33-42-1610. Law governing.
Status: in_force

(a) Subject to the Constitution of this State, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State. (b) A foreign limited partnership may transact any business in this State that a limited partnership formed in this State may carry on.
S.C. Code Ann. § 33-44-903 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-903
SECTION 33-44-903. Effect of conversion on entity; filing name change on title to real property.
Status: in_force

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and (5) except as otherwise provided in the agreement of conversion under Section 33-44-902(c), all of the partners of the converting partnership continue as members of the limited liability company. (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company by amendment of its articles or by merger, share exchange, or reorganization, the newly-named surviving, acquiring, or reorganizing limited liability company shall file a notice of that name change in the office of the register of deeds of that county. 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 limited liability company and describing the real property owned by that limited liability company; or (ii) filing a certified copy of the amended articles, articles of merger, or articles of share exchange, including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing limited liability company. (3) The affidavit or filed articles must be duly indexed in the index of deeds. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability name change does not affect the legality, force, effect, or enforceability as between the parties of a conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name.
S.C. Code Ann. § 33-10-210 — SC Code / Title 33 / Chapter 10 / Article 2 / Section 33-10-210
SECTION 33-10-210. Bylaw increasing quorum or voting requirement for shareholders.
Status: repealed

(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by Chapters 1 thru 20 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
S.C. Code Ann. § 33-31-1106 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1106
SECTION 33-31-1106. Merger with foreign corporation.
Status: in_force

(a) Except as provided in Section 33-31-1102, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) the foreign corporation complies with Section 33-31-1104 if it is the surviving corporation of the merger; and (3) each domestic nonprofit corporation complies with the applicable provisions of Sections 33-31-1101 through 33-31-1103 and, if it is the surviving corporation of the merger, with Section 33-31-1104. (b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it.
S.C. Code Ann. § 33-44-206 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-206
SECTION 33-44-206. Filing in Office of Secretary of State.
Status: in_force

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Secretary of State and must be delivered to the office of the Secretary of State. Unless the Secretary of State determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and send a receipt for the record and the fees to the limited liability company or its representative. (b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record. (c) Except as otherwise provided in subsection (d) and Section 33-44-207(c), a record accepted for filing by the Secretary of State is effective: (1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original record; or (2) at the time specified in the record as its effective time on the date it is filed. (d) A record may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day.
S.C. Code Ann. § 33-18-110 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-110
SECTION 33-18-110. Share transfer prohibition.
Status: in_force

(a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Section 33-18-120. (b) Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer: (1) to the corporation or to any other holder of the same class or series of shares; (2) to members of the shareholder's immediate family (or to a trust, all of whose beneficiaries are members of the shareholder's immediate family) which consists of his spouse, parents, lineal descendants (including adopted children and stepchildren) and the spouse of any lineal descendant, and brothers and sisters; (3) that has been approved in writing by all of the holders of the corporation's shares having general voting rights; (4) to an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder; (5) by merger or share exchange under Chapter 11 of this title or an exchange of existing shares for shares of a different class or series in the corporation; (6) by a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; (7) made after termination of the corporation's status as a statutory close corporation.
S.C. Code Ann. § 33-46-10 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-10
SECTION 33-46-10. Short title.
Status: in_force

This chapter may be cited as the "Telephone Cooperative Act".
S.C. Code Ann. § 33-14-400 — SC Code / Title 33 / Chapter 14 / Article 4 / Section 33-14-400
SECTION 33-14-400. Deposit with Department of Revenue.
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them, must be reduced to cash and deposited with the Department of Revenue or other appropriate state official for safekeeping in accordance with the Uniform Disposition of Unclaimed Property Act. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Department of Revenue or other appropriate state official shall pay him or his representative that amount.
S.C. Code Ann. § 33-47-1110 — SC Code / Title 33 / Chapter 47 / Article 13 / Section 33-47-1110
SECTION 33-47-1110. Contracts for marketing products.
Status: in_force

The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price after deducting all necessary selling, overhead and other costs and expenses, including dividends on preferred stock, not exceeding eight per cent per annum, reserves for retiring the stock, if any, other proper reserves and dividends not exceeding eight per cent per annum upon common stock.
S.C. Code Ann. § 33-7-102 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-102
SECTION 33-7-102. Special meeting.
Status: in_force

(a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person authorized to do so by the articles of incorporation or bylaws; or (2) in the case of a corporation which is not a public corporation or of a public corporation which elects in its articles of incorporation, if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose for which it is to be held. (b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) Special shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office. (d) Only business within the purpose described in the meeting notice required by Section 33-7-105(c) may be conducted at a special shareholders' meeting. (e) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at a special meeting of shareholders may, by means of remote communication: (1) participate in a special meeting of shareholders; (2) be deemed present in person and vote at a special meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the special meeting is a shareholder or proxy holder; (ii) the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the special meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the special meeting substantially concurrently with such proceedings; and (iii) if any shareholder or proxy holder votes or takes other action at the special meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation. Effect of Amendment 2023 Act No. 68, SECTION 3, added (e).
S.C. Code Ann. § 33-45-20 — SC Code / Title 33 / Chapter 45 / Section 33-45-20
SECTION 33-45-20. Restrictions on use of the term "cooperative".
Status: in_force

No corporation or association organized or doing business for profit in this State after March 21, 1915, is entitled to use the term "cooperative" as part of its corporate or other business name or title unless it has complied with the provisions of this chapter or unless it is incorporated under Chapters 46 or 49 of this title or under Chapter 27 of Title 34. Any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any stockholder of any association legally organized hereunder.
S.C. Code Ann. § 33-49-690 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-690
SECTION 33-49-690. Immunity.
Status: in_force

All directors, trustees, or members of the governing bodies of electric cooperatives organized under this chapter are immune from suit arising from the conduct of the affairs of these electric cooperatives in the same manner and under the same conditions as directors, trustees, and members of the governing bodies of not-for-profit cooperatives, corporations, associations, and organizations are immune under Section 33-31-834. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the electric cooperatives.
S.C. Code Ann. § 33-15-109 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-109
SECTION 33-15-109. Resignation of registered agent of foreign corporation.
Status: in_force

(a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is discontinued also. (b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report. (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
S.C. Code Ann. § 33-31-501 — SC Code / Title 33 / Chapter 31 / Article 5 / Section 33-31-501
SECTION 33-31-501. Registered office and registered agent.
Status: in_force

Each corporation must continuously maintain in this State: (1) a registered office with the same address as that of the registered agent; and (2) a registered agent, who may be: (i) an individual who resides in this State and whose office is identical with the registered office; (ii) a domestic business or nonprofit corporation whose office is identical with the registered office; or (iii) a foreign business or nonprofit corporation authorized to transact business in this State whose office is identical with the registered office.
S.C. Code Ann. § 33-11-101 — SC Code / Title 33 / Chapter 11 / Section 33-11-101
SECTION 33-11-101. Merger.
Status: in_force

(a) A business corporation may merge with or into: (i) another business corporation, domestic or foreign; (ii) a nonprofit corporation, to the extent authorized by Section 33-31-1101, if the board of directors of each corporation adopts and the shareholders of a business corporation or members of a nonprofit corporation approve the plan of merger, if required by Section 33-11-103 for business corporations or Section 33-31-1103 for nonprofit corporations; (iii) a limited liability company, domestic or foreign; (iv) a partnership, domestic or foreign; or (v) a limited partnership, domestic or foreign. (b) The plan of merger must include the: (1) name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge; (2) terms and conditions of the merger; and (3) manner and basis of converting the shares of each business corporation into shares, obligations, other securities, or membership interests of the surviving entity or into cash or other property in whole or part. (c) The plan of merger, when applicable, must set forth: (1) amendments to the articles of incorporation, articles of organization, partnership agreement, or certificate of partnership of the surviving entity; and (2) other provisions relating to the merger.
S.C. Code Ann. § 33-49-621 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-621
SECTION 33-49-621. Single-member voting districts.
Status: in_force

Within eighteen months of the effective date of this section, each distribution cooperative must put the question of single-member voting districts to its membership at an annual meeting. 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. § 33-36-1370 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1370
SECTION 33-36-1370. District to assume all assets, properties and liabilities of antecedent nonprofit corporation.
Status: in_force

Districts converted pursuant to this article shall assume all assets, properties, and liabilities of the antecedent nonprofit corporation.
S.C. Code Ann. § 33-31-1602 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1602
SECTION 33-31-1602. Inspection of records by members.
Status: in_force

(a) Subject to subsection (e) and Section 33-31-1603(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in Section 33-31-1601(e) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy. (b) Subject to subsection (e), a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy: (1) excerpts from any records required to be maintained under Section 33-31-1601(a), to the extent not subject to inspection under Section 33-31-1602(a); (2) accounting records of the corporation; and (3) subject to Section 33-31-1605, the membership list. (c) A member may inspect and copy the records identified in subsection (b) only if: (1) the member's demand is made in good faith and for a proper purpose; (2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and (3) the records are directly connected with this purpose. (d) This section does not affect: (1) the right of a member to inspect records under Section 33-31-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) the power of a court, independently of this chapter, to compel the production of corporate records for examination. (e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
S.C. Code Ann. § 33-47-910 — SC Code / Title 33 / Chapter 47 / Article 11 / Section 33-47-910
SECTION 33-47-910. Directors.
Status: in_force

The affairs of the association shall be managed by a board of not less than five directors elected by the members or stockholders from their own number. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such a case the bylaws shall specify the number of directors to be elected by each district and the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such districts and that the result of all such primary elections must be ratified by the next meeting of the association. The bylaws may provide that one or more directors may be appointed by the director of the extension service of Clemson University. The director or directors so appointed need not be members or stockholders of the association but shall have the same powers and rights as other directors.
S.C. Code Ann. § 33-7-310 — SC Code / Title 33 / Chapter 7 / Article 3 / Section 33-7-310
SECTION 33-7-310. Voting agreements.
Status: in_force

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 33-7-300. (b) A voting agreement created under this section is specifically enforceable.
S.C. Code Ann. § 33-49-1320 — SC Code / Title 33 / Chapter 49 / Article 15 / Section 33-49-1320
SECTION 33-49-1320. Designation of Secretary of State as agent to accept service of process.
Status: in_force

Any such foreign corporation, as a prerequisite to the extension of its lines into and the transaction of business in this State, shall by an instrument executed and acknowledged in its behalf by its president or vice-president under its corporate seal attested by its secretary designate the Secretary of State its agent to accept service of process in its behalf.
S.C. Code Ann. § 33-36-410 — SC Code / Title 33 / Chapter 36 / Article 3 / Section 33-36-410
SECTION 33-36-410. Use of services provided as condition of membership.
Status: in_force

A person who is not an incorporator may not become a member of a corporation not-for-profit unless the person agrees to use the services furnished by the corporation when the service is available through its facilities. The bylaws of a corporation not-for-profit may provide that a person, including an incorporator, ceases to be a member if he fails or refuses to use the services made available by the corporation. The bylaws may prescribe additional qualifications and limitations in respect to membership.
S.C. Code Ann. § 33-44-1001 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1001
SECTION 33-44-1001. Law governing foreign limited liability companies.
Status: in_force

(a) Except as provided in Section 12-2-25 for single-member limited liability companies, the laws of the State or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of this State. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.
S.C. Code Ann. § 33-36-640 — SC Code / Title 33 / Chapter 36 / Article 4 / Section 33-36-640
SECTION 33-36-640. Standards for board members.
Status: in_force

General standards for board members are the same as those required of directors of nonprofit corporations under Section 33-31-830.
S.C. Code Ann. § 33-31-122 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-122
SECTION 33-31-122. Filing, service, and copying fees.
Status: in_force

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: (b) The Secretary of State shall collect a fee of ten dollars each time process is served on him under Chapter 31 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) for copying, one dollar for the first page and fifty cents for each additional page; and (2) two dollars for the certificate.
S.C. Code Ann. § 33-37-20 — SC Code / Title 33 / Chapter 37 / Article 1 / Section 33-37-20
SECTION 33-37-20. Deposit of funds.
Status: reserved

The corporation shall not deposit any of its funds in any banking institution unless the 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. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "unless the institution" for "unless such institution". SECTIONS 33-37-30, 33-37-40. Reserved.
S.C. Code Ann. § 33-31-302 — SC Code / Title 33 / Chapter 31 / Article 3 / Section 33-31-302
SECTION 33-31-302. General powers.
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power: (1) to sue and be sued, complain, and defend in its corporate name; (2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it; (3) to make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this State for regulating and managing the affairs of the corporation; (4) to 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; (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interest in or obligations of any entity; (7) to make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by Section 33-31-832; (9) to be a promoter, partner, trustee, member, associate, or manager of any partnership, joint venture, trust, or other entity. When acting as a trustee of a trust in which it has a beneficial interest, the corporation is not conducting a trust business with regard to that trust for purposes of Section 34-21-10; (10) to conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this State; (11) to elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation; (12) to pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) to make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest; (14) to accept gifts, devises, and bequests subject to any conditions or limitations, contained in the gift, devise, or bequest so long as the conditions or limitations are not contrary to this chapter or the purposes for which the corporation is organized; (15) to impose dues, assessments, and admission and transfer fees upon its members; (16) to establish conditions for admission of members, admit members, and issue memberships; (17) to carry on a business; (18) to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
S.C. Code Ann. § 33-20-104 — SC Code / Title 33 / Chapter 20 / Section 33-20-104
SECTION 33-20-104. Application of Chapters 18 and 19.
Status: in_force

The provisions of Chapters 18 and 19 of this title only apply to those corporations that elect to be governed by those chapters.
S.C. Code Ann. § 33-1-400 — SC Code / Title 33 / Chapter 1 / Article 4 / Section 33-1-400
SECTION 33-1-400. Act definitions.
Status: in_force

As used in Chapters 1 through 19 of this title: (1) "Agreement" includes a valid agreement, written or oral, of the shareholders or between any of the shareholders and the corporation as to the affairs of the corporation and the conduct of its business. The bylaws of a corporation are an agreement. (2) "Articles of incorporation" includes amended and restated articles of incorporation and articles of merger. (3) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue. (4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated pursuant or subject to the provisions of Chapters 1 through 20 of this Title. "Corporation" or "domestic corporation" also may include a " nonprofit" corporation to the extent permitted by the provisions of Section 33-20-103. (5) "Conspicuous" means written so that a reasonable person against whom the writing is to operate should notice it. For example, printing in italics, boldface, or contrasting color, or typing in capitals or underlined is conspicuous. (6) "Deliver" includes mail. (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurring of indebtedness by a corporation to or for the benefit of its shareholders in respect to its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or other distribution. (8) "Effective date of notice" is defined in Section 33-1-410. (9) "Electronic transmission" or "electronically transmitted" means a process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. (10) "Employee" includes an officer but not a director, unless a director accepts duties that make him also an employee. (11) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government. (12) "Foreign corporation" means a corporation for profit incorporated pursuant to a law other than the law of this State. (13) "Governmental subdivision" includes authority, county, district, and municipality. (14) "Includes" denotes a partial definition. (15) "Individual" includes the estate of an incompetent or deceased individual. (16) "Limited partnership" means a limited partnership created pursuant to the Uniform Limited Partnership Act, Chapter 42 of Title 33, a predecessor law, or a comparable law of another jurisdiction. (17) "Means" denotes an exhaustive definition. (18) "Notice" is defined in Section 33-1-410. (19) "Partnership" means a general partnership subject to the Uniform Partnership Act, Chapter 41 of Title 33, a predecessor law, or a comparable law of another jurisdiction. (20) "Person" includes individual and entity. (21) "Principal office" means the in-state or out-of-state location of the principal executive offices of a domestic or foreign corporation as designated in the annual report. (22) "Proceeding" includes civil suit and criminal, administrative, and investigatory action, and formal or informal arbitration. (23) "Record date" means the date established by Chapter 6 or 7 on which a corporation determines the identity of its shareholders for purposes of Chapters 1 through 20 of this title. (24) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility pursuant to Section 33-8-400(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (25) "Shares" mean the units into which the proprietary interests in a corporation are divided. (26) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent rights granted by a nominee certificate are on file with a corporation. Creditors of a corporation may have the rights of a shareholder as allowed in the corporation's articles of incorporation. (27) "State" includes a state, commonwealth, territory, and insular possession, and their agencies and governmental subdivisions, of the United States and the District of Columbia. (28) "Subscriber" means a person who subscribes for shares in a corporation before or after incorporation. (29) "United States" includes district, authority, bureau, commission, department, and other agency of the United States. (30) "Voting group" means all shares of one or more classes or series that may vote and be counted together collectively on a matter at a meeting of shareholders pursuant to the articles of incorporation or Chapters 1 through 20 of this title. Shares entitled to vote generally on the matter are for that purpose a single voting group. (31) "Public corporation" means a corporation that has a class of equity securities registered with a federal agency pursuant to the Securities Exchange Act of 1934 or a successor act to the Securities Exchange Act of 1934.
S.C. Code Ann. § 33-46-770 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-770
SECTION 33-46-770. Execution of articles of dissolution.
Status: in_force

When all debts, liabilities, and obligations of the telephone cooperative have been paid and discharged or adequate provisions have been made therefor, and all the remaining property and assets of the telephone cooperative have been distributed to the members pursuant to the provisions of Section 33-46-460, the board of directors shall authorize the execution of articles of dissolution, which must thereupon be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state: (1) the name of the telephone cooperative; (2) the address of the principal office of the telephone cooperative; (3) that the telephone cooperative has theretofore delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office; (4) that all debts, obligations, and liabilities of the telephone cooperative have been paid and discharged or that adequate provisions have been made therefor; (5) that all the remaining property and assets of the telephone cooperative have been distributed among the members in accordance with the provisions of Section 33-46-460; and (6) that there are no actions or suits pending against the telephone cooperative. The director executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been complied with. The articles of dissolution and affidavit accompanied by proof of the publication required in Section 33-46-750 must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-44-102 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-102
SECTION 33-44-102. Knowledge and notice.
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows the fact; (2) has received a notification of the fact; or (3) has reason to know the fact exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (d) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
S.C. Code Ann. § 33-31-851 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-851
SECTION 33-31-851. Authority to indemnify.
Status: in_force

(a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual: (1) conducted himself in good faith; and (2) reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(ii). (c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
S.C. Code Ann. § 33-7-250 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-250
SECTION 33-7-250. Quorum and voting requirements for voting groups.
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or Chapters 1 through 20 of this Title provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Once a share is represented for any purpose at a meeting, it is considered present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or Chapters 1 through 20 of this Title requires a greater number of affirmative votes. (d) An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by Section 33-7-270. (e) The election of directors is governed by Section 33-7-280.
S.C. Code Ann. § 33-13-200 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-200
SECTION 33-13-200. Notice of dissenters' rights.
Status: in_force

(a) If proposed corporate action creating dissenters' rights under Section 33-13-102 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. (b) If corporate action creating dissenters' rights under Section 33-13-102 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Section 33-13-220.
S.C. Code Ann. § 33-44-1009 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1009
SECTION 33-44-1009. Action by Attorney General.
Status: in_force

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this article.
S.C. Code Ann. § 33-44-1202 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1202
SECTION 33-44-1202. Short title.
Status: in_force

This chapter may be cited as the South Carolina Uniform Limited Liability Company Act of 1996.
S.C. Code Ann. § 33-27-20 — SC Code / Title 33 / Chapter 27 / Section 33-27-20
SECTION 33-27-20. Transfer of title to stock or rights.
Status: in_force

Notwithstanding any other provision of law, if a certificate or instrument evidencing shares of stock, or rights to purchase or subscribe to shares of stock, is in the custody of a clearing corporation or of a custodian subject to the instructions of a clearing corporation, title to any such certificate or instrument or to any interest therein and to the shares or rights evidenced by such certificate, instrument or interest may be transferred by making entries on the books of the clearing corporation reducing the account of the transferor by the number of shares or rights transferred and increasing the account of the transferee by such number of shares or rights. A transfer of title so made shall have the same effect as if the transferor had delivered to the transferee a certificate or instrument evidencing the shares or rights transferred, duly indorsed in blank.
S.C. Code Ann. § 33-44-1008 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1008
SECTION 33-44-1008. Effect of failure to obtain certificate of authority.
Status: in_force

(a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State. (c) Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority. (d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims for relief arising out of the transaction of business in this State.
S.C. Code Ann. § 33-44-913 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-913
SECTION 33-44-913. When conversion takes effect; notice of name change as to real property.
Status: in_force

(a) A limited liability company that has been converted to a 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 partnership; (2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the 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 partnership; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-912(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion; and (6) a member's liability for all obligations of the partnership incurred after the conversion takes effect is that of a general partner of the partnership. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named 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 partnership and describing the real property owned by that partnership; or (ii) filing a certified copy of the articles of conversion including a description of the real property; or (iii) a duly recorded deed of conveyance to the newly-named 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 that is made after the change in name.
S.C. Code Ann. § 33-11-107 — SC Code / Title 33 / Chapter 11 / Section 33-11-107
SECTION 33-11-107. Merger or share exchange with foreign corporation.
Status: in_force

(a) Foreign corporations may merge or enter into a share exchange with domestic corporations if: (1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) in a share exchange, the corporation whose shares are to be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated; (3) the foreign corporation complies with Section 33-11-105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and (4) each domestic corporation complies with the applicable provisions of Sections 33-11-101 through 33-11-104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 33-11-105. (b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is considered to: (1) appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and (2) agree that it will pay promptly to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Chapter 13. (c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
S.C. Code Ann. § 33-49-160 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-160
SECTION 33-49-160. Association requirements and conduct.
Status: in_force

(A) An association formed by a group of electric cooperatives that meets the requirements of Section 501(c)(6) of the Internal Revenue Code, is organized under the laws of this State and has as its purpose the representation of the interests of electric cooperatives in this State, must be subject to the requirements contained in this section. (B) The board of trustees of the association must disclose at a location accessible and visible to its member cooperatives 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 paid 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 (B)(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 subsection (D)(3)(c). (C) The association must include on its annual IRS Form 990 filing, information on its revenue and expenses including, but not limited to, the total revenue and spending of the association by each of its departments. (D)(1) The bylaws of the association may make provision for the compensation of trustees; provided, however, that compensation must not be paid except for actual attendance upon activities authorized by the board. The bylaws also may provide for the travel, expenses, and other benefits of trustees, as set by the board. A trustee of the association must not be employed by the entity in any other capacity involving compensation. (2) A member of the association's board of trustees, or one of the association's officers, may not: (a) knowingly use his position as a trustee or an officer of the association to obtain an economic interest in addition to his compensation, if any, for serving as a member of the board of trustees or as an officer for himself, a family member, an individual with whom he is associated, or a business with which he is associated; (b) have a business relationship with the association that is distinct from or in addition to his service on the board of trustees or as an officer; or (c) appoint, direct, or cause a family member to become an employee of the association. (3) A member of the association's board of trustees or an officer of the association is not prohibited by this section from accepting goods or services such as lodging, transportation, entertainment, food, meals, beverages, or any other thing of value from the association provided that: (a) the value of the good or service is reasonable and the purpose relates to his duties as a trustee or an officer; (b) the good or service is furnished on the same terms or at the same expense to a member of the general public or to general attendees of functions considered reasonable for the fulfillment of his duties as a trustee or as an officer of the association; or (c) if the good or service is of more than twenty-five dollars in value and is furnished to the trustee or the officer of the association by a company that the trustee or officer knows, has, or seeks a business relationship with the association, and the company is not a member of the association, the trustee or officer must disclose the acceptance of the good or service to the board. These restrictions do not apply to the extent a cooperative has or seeks membership in the association. (4) For purposes of this section, "an individual with whom he is associated" has the same meaning as provided in Section 8-13-100(21) and "family member" has the same meaning as provided in Section 8-13-100(15). (E) The Office of Regulatory Staff under the provisions of this subsection is vested with the authority and jurisdiction to make inspections, audits, and examinations of the association pursuant to the provisions of Chapter 4, Title 58, relating to the compliance of the association with the provisions of this section and its bylaws. Where the board of trustees of the association has exercised its business judgment in accordance with sound business and management practices and consistent with the long-term financial stability of the association and the benefit of its members, the Office of Regulatory Staff is not authorized to disturb the resulting decisions of 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 association and attempt to resolve with the management and board any compliance issues that are identified. The Public Service Commission is vested with the authority and jurisdiction to resolve any disputed issues arising from the inspections, audits, or examinations. 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. § 33-31-1023 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1023
SECTION 33-31-1023. Bylaw increasing quorum or voting requirement for members.
Status: repealed

(a) The members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for the members, or any class of members, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for members, if required, must be approved as provided in Section 33-31-1030 and must meet the same quorum requirement and be adopted by the same vote and class vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) may not be adopted, amended, or repealed by the board of directors.
S.C. Code Ann. § 33-44-1102 — SC Code / Title 33 / Chapter 44 / Article 11 / Section 33-44-1102
SECTION 33-44-1102. Proper plaintiff.
Status: in_force

In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced; and (1) must have been a member at the time of the transaction of which the plaintiff complains; or (2) the plaintiff's status as a member must have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction.
S.C. Code Ann. § 33-46-700 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-700
SECTION 33-46-700. Dissolution of telephone cooperative prior to commencement of business.
Status: in_force

A telephone cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the telephone cooperative by a majority of the incorporators, and shall state: (1) the name of the telephone cooperative; (2) the address of its principal office; (3) the date of its incorporation; (4) that the telephone cooperative has not commenced any business; (5) that the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements have been released to the grantors; (6) that no debt of the telephone cooperative remains unpaid; and (7) that a majority of the incorporators elect that the telephone cooperative be dissolved. The articles of dissolution must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-44-302 — SC Code / Title 33 / Chapter 44 / Article 3 / Section 33-44-302
SECTION 33-44-302. Limited liability company liable for member's or manager's actionable conduct.
Status: in_force

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company.
S.C. Code Ann. § 33-49-1070 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1070
SECTION 33-49-1070. Power of board of trustees to wind up affairs.
Status: in_force

The board of trustees shall have full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate or, if the cooperative shall not have been in existence for such period, during the period of its existence.
S.C. Code Ann. § 33-37-620 — SC Code / Title 33 / Chapter 37 / Article 7 / Section 33-37-620
SECTION 33-37-620. Board of directors; membership; powers.
Status: in_force

The board of directors shall consist of such number, not more than twenty-one, as must be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which must be filled as provided in Section 33-37-630. The board of directors must be elected as provided in Section 33-37-630. Effect of Amendment 2015 Act No. 60, SECTION 1, substituted "must be determined" for "shall be determined", substituted "except those as are" for "except such as are", substituted "which must be filled" for "which shall be filled", substituted "must be elected" for "shall be elected", and twice substituted "Section" for a section symbol.
S.C. Code Ann. § 33-31-1101 — SC Code / Title 33 / Chapter 31 / Article 11 / Section 33-31-1101
SECTION 33-31-1101. Approval of plan of merger.
Status: in_force

(a) Subject to the limitations set forth in Section 33-31-1102, one or more nonprofit corporations may merge with: (1) a business or nonprofit corporation, and one or more business corporations may merge with a nonprofit corporation to the extent authorized in Section 33-11-101, if the plan of merger is approved as provided in Section 33-31-1103; (2) a limited liability company, domestic or foreign; (3) a partnership, domestic or foreign; or (4) a limited partnership, domestic or foreign. (b) The plan of merger must include: (1) the name of each entity planning to merge and the name of the surviving entity into which each plans to merge; (2) the terms and conditions of the planned merger; (3) the manner and basis, if any, of converting the members of each public benefit or religious corporation into members of the surviving entity; (4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting membership of each merging entity into membership, obligations, or securities of the surviving entity or into cash or other property in whole or part. (c) The plan of merger may set forth: (1) any amendments to the articles of incorporation or bylaws of the surviving entity to be effected by the planned merger; and (2) other provisions relating to the planned merger.
S.C. Code Ann. § 33-3-102 — SC Code / Title 33 / Chapter 3 / Section 33-3-102
SECTION 33-3-102. General powers.
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to: (1) sue and be sued, complain, and defend in its corporate name; (2) have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation; (4) 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; (5) sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity; (7) 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 corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) conduct its business, locate offices, and exercise the powers granted by Chapters 1 through 20 of this Title within or without this State; (11) elect directors and appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation, to lend money and credit to them, or to officers, employees, and agents, of affiliated or subsidiary corporations; (12) pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents, and such directors, officers, agents, and employees of affiliated, subsidiary, or constituent companies; (13) make donations for the public welfare or for charitable, scientific, or educational purposes; (14) transact any lawful business that will aid governmental policy; (15) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
S.C. Code Ann. § 33-18-430 — SC Code / Title 33 / Chapter 18 / Article 5 / Section 33-18-430
SECTION 33-18-430. Extraordinary relief: dissolution.
Status: in_force

(a) The court may dissolve the corporation if it finds: (1) there are grounds for judicial dissolution under Section 33-14-300; or (2) all other relief ordered by the court under Section 33-18-410 or 33-18-420 has failed to resolve the matters in dispute. (b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
S.C. Code Ann. § 33-42-1680 — SC Code / Title 33 / Chapter 42 / Article 9 / Section 33-42-1680
SECTION 33-42-1680. Action of Attorney General.
Status: in_force

The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter.
S.C. Code Ann. § 33-31-1302 — SC Code / Title 33 / Chapter 31 / Article 13 / Section 33-31-1302
SECTION 33-31-1302. Authorized distributions.
Status: in_force

(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) the corporation's total assets would at least equal the sum of its total liabilities. (b) Corporations may make distributions upon dissolution in conformity with Sections 33-31-1401 through 33-31-1440 of this chapter. (c) The board of directors may base a determination that a distribution is not prohibited under subsection (a) either on financial statements prepared on the basis of accounting practices and principals that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
S.C. Code Ann. § 33-44-1205 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1205
SECTION 33-44-1205. Term partnership includes limited liability company.
Status: in_force

Except (1) as otherwise required by the context, (2) as inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term "partnership" or "general partnership", when used in any other statute or in any regulation, includes and also means "limited liability company."
S.C. Code Ann. § 33-41-930 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-930
SECTION 33-41-930. Causes of dissolution.
Status: in_force

Dissolution is caused: (1) Without violation of the agreement between the partners (a) by the termination of the definite term or particular undertaking specified in the agreement, (b) by the express will of any partner when no definite term or particular undertaking is specified, (c) by the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking or (d) by the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners; (2) In contravention of the agreement between the partners, when the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time; (3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership; (4) By the death of any partner; (5) By the bankruptcy of any partner or the partnership; or (6) By the decree of court under SECTION 33-41-940.
S.C. Code Ann. § 33-31-1003 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1003
SECTION 33-31-1003. Amendment of articles by directors and members.
Status: in_force

(a) If the corporation has members entitled to vote on the amendment, unless this chapter, the articles, or bylaws require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved: (1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) except as provided in Section 33-31-1002(a), by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by Section 33-31-1030. (b) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section 33-31-205. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (c) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
S.C. Code Ann. § 33-37-220 — SC Code / Title 33 / Chapter 37 / Article 3 / Section 33-37-220
SECTION 33-37-220. Additional contents of declaration of charter.
Status: in_force

The declaration of charter shall state: (a) the amount of total authorized capital stock and the number of shares in which it is divided; (b) the par value of each share; (c) the amount of capital stock with which the corporation will commence business; (d) if there is more than one class of stock, a description of the different classes; and (e) the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription is the amount of capital with which the corporation will commence business. The declaration of charter may also contain any provision consistent with the laws of this State for the regulation of the affairs of the corporation or creating, defining, limiting, and regulating its powers. The declaration of charter must be in accordance with the provisions of Section 33-2-102. Code Commissioner's Note The reference in subsection (e) to SECTION 33-37-30 was changed to SECTION 33-2-102 at the direction of the Code Commissioner to reflect the recodification by 1988 Act No. 444, SECTION 2. Effect of Amendment 2015 Act No. 60, SECTION 1, in the introductory paragraph, substituted "state" for "set forth"; in (a) through (d), substituted semicolons for commas; in (e), substituted "post office" for "post-office", substituted "is the amount" for "shall be the amount", inserted a comma following "limiting", substituted "charter must be" for "charter shall be", and substituted "Section" for a section symbol.
S.C. Code Ann. § 33-18-101 — SC Code / Title 33 / Chapter 18 / Article 1 / Section 33-18-101
SECTION 33-18-101. Short title.
Status: in_force

This chapter is known and may be cited as the South Carolina Statutory Close Corporation Supplement.
S.C. Code Ann. § 33-6-270 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-270
SECTION 33-6-270. Restriction on transfer or registration of shares or other securities.
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 33-6-260(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of shares may: (1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. (e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
S.C. Code Ann. § 33-39-620 — SC Code / Title 33 / Chapter 39 / Article 7 / Section 33-39-620
SECTION 33-39-620. Board of directors; membership; powers.
Status: in_force

The board of directors shall consist of such number, not more than seven, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as provided in SECTION 33-39-630.
S.C. Code Ann. § 33-44-1004 — SC Code / Title 33 / Chapter 44 / Article 10 / Section 33-44-1004
SECTION 33-44-1004. Issuance of certificate of authority.
Status: in_force

Unless the Secretary of State determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application and send a receipt for it and the fees to the limited liability company or its representative.
S.C. Code Ann. § 33-38-600 — SC Code / Title 33 / Chapter 38 / Article 6 / Section 33-38-600
SECTION 33-38-600. Shareholder dissent and payment for shares.
Status: in_force

In addition to any other rights granted by law, a shareholder is entitled to dissent from and obtain payment of the fair value of his shares in the event of the consummation of a designation of a corporation as a benefit corporation pursuant to Section 33-38-210(A).
S.C. Code Ann. § 33-19-240 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-240
SECTION 33-19-240. Acquisition procedures.
Status: in_force

(a) If shares must be acquired under Section 33-19-230 or 33-19-231, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, to the disqualified person or transferee or to the terminated shareholder, as the case may be (the selling shareholder), offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, or termination. The offer notice must state that interest is paid on the shares from the valuation date until the date of payment, the rate of interest, and an explanation of why that rate was selected. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, the latest available interim financial statements, if any, and an explanation of how the fair value was calculated. (b) The selling shareholder has thirty days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under Section 33-19-250 to determine the fair value of the shares. Unless a later date is agreed on, if the offer is accepted, the corporation shall make payment for the shares within sixty days from the effective date of the offer notice upon the selling shareholder's surrender of his shares to the corporation. (c) After the corporation makes payment for the shares, the selling shareholder has no further interest in them.
S.C. Code Ann. § 33-1-200 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-200
SECTION 33-1-200. Filing requirements.
Status: in_force

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of State. (b) Chapters 1 through 20 of this Title must require or permit filing the document in the office of the Secretary of State. (c) The document must contain the information required by Chapters 1 through 20 of this Title. It may contain other information as well. (d) The document must be in a medium and form as permitted by the Secretary of State. (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the chairman of the board of directors of a domestic or foreign corporation, or by its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, and (3) an acknowledgment, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for the document under Section 33-1-210, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in Sections 33-5-103 and 33-15-109), the correct filing fee, and any franchise tax, license fee, or penalty required by the act or other law. Effect of Amendment The 2005 amendment, in subsection (d), substituted "in a medium and form as permitted by the Secretary of State" for "typewritten or printed".
S.C. Code Ann. § 33-31-1707 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1707
SECTION 33-31-1707. Existing domestic and foreign corporations required to file "Notification by Existing Corporation" form.
Status: in_force

(a) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 which do not then have on file with the Secretary of State either a current registered office or a current registered agent at that office shall file on or before January 2, 1996, "Notification by Existing Corporation" form. Such form shall designate: (1) the name of the corporation; (2) the street address of the registered office in this State with zip code; and, (3) the name of the registered agent whose office address shall be identical with the registered office. (b) If any domestic or foreign corporation fails to make the filing required by subsection (a) on or before January 2, 1996, it is considered as of January 2, 1996, to have designated the Secretary of State as its agent upon whom process against it may be served in any action or proceeding arising in any court in this State. Service of process is made by delivering to and leaving with the Secretary of State, or with any person designated by him to receive such service, duplicate copies of the process, notice, or demand. The Secretary of State immediately shall cause copies to be forwarded by certified mail addressed to the corporation at (1) the headquarters or principal office of the domestic corporation designated upon its declaration and petition for incorporation or application for qualification of a foreign corporation, (2) the last address of the domestic or foreign corporation known to the plaintiff, and (3) with respect to a foreign corporation, any registered office in the jurisdiction of incorporation (which address shall be as provided to the Secretary of State by the plaintiff). All costs of mailing shall be paid by the plaintiff and the Secretary of State may charge a fee of twenty dollars for the service. (c) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 whose headquarters or principal office as listed upon its declaration and petition for incorporation as a domestic nonprofit corporation or application for certificate of authority to transact business as a foreign nonprofit corporation which is no longer the location of the corporation's principal office shall file (1) a Notice of Change of Principal Office as is required by Section 33-31-505 or Section 33-31-1515, or (2) may designate upon the notice filed pursuant to subsection (a) the current street address along with the zip code of the corporation's principal office and the address of the former principal office (which filing shall serve as a Notification of Change of Principal Office). Any such domestic corporation may also elect a designation as a public benefit, mutual benefit, or religious corporation as is provided in Section 33-31-1706(b).
S.C. Code Ann. § 33-5-102 — SC Code / Title 33 / Chapter 5 / Section 33-5-102
SECTION 33-5-102. Change of registered office or registered agent.
Status: in_force

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of the new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and (6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
S.C. Code Ann. § 33-31-304 — SC Code / Title 33 / Chapter 31 / Article 3 / Section 33-31-304
SECTION 33-31-304. Ultra vires.
Status: in_force

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding. (c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General.
S.C. Code Ann. § 33-31-1701 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1701
SECTION 33-31-1701. Application to Existing Domestic Corporations.
Status: in_force

(a) This chapter applies to all domestic corporations which on this chapter's effective date were governed by Title 33, Chapter 31 of the 1976 Code. (b) This chapter applies to each domestic corporation in existence on its effective date, organized other than under Title 33, Chapter 31, Code of Laws of South Carolina, 1976, upon such corporation's filing with the Secretary of State an irrevocable election to be governed by the provisions of this chapter. The irrevocable election shall contain all the information required by, and may include any other matter permitted by, Section 33-31-202 (except that information required by subsection (a)(4), relating to the incorporators, is not required). The irrevocable election shall be signed by the presiding officer of its board (or other governing body), its president, by another of its officers, or any other person, regardless of designation, whose functions are those of, or equivalent to such officer. (c) This chapter applies to all domestic corporations resulting from the merger of any corporation with a corporation organized under this chapter, when the latter is designated as the surviving corporation.
S.C. Code Ann. § 33-37-60 — SC Code / Title 33 / Chapter 37 / Article 1 / Section 33-37-60
SECTION 33-37-60. Credit of State is not pledged.
Status: in_force

Under no circumstances is the credit of the State pledged in this chapter. Effect of Amendment 2015 Act No. 60, SECTION 1, reenacted this section with no change.
S.C. Code Ann. § 33-44-210 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-210
SECTION 33-44-210. Filing by judicial act.
Status: in_force

If a person required by Section 33-44-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the signing of the record. If the court finds that it is proper for the record to be signed and that a person so designated has failed or refused to sign the record, it shall order the Secretary of State to sign and file an appropriate record.
S.C. Code Ann. § 33-31-1510 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1510
SECTION 33-31-1510. Service on foreign corporations.
Status: in_force

Except as specifically provided in this chapter, service of process on a foreign nonprofit corporation must be in accord with the applicable provisions of Title 15.
S.C. Code Ann. § 33-1-250 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-250
SECTION 33-1-250. Filing duty of Secretary of State.
Status: in_force

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 33-1-200, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing "Filed", together with his name and official title and the date and time of receipt, on both the original and document copy, together with a further endorsement that the document copy is a true copy of the original document. After filing a document, except as provided in Sections 33-5-103 and 33-15-200, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as a part of the permanent records of the corporation. (c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) affect the validity or invalidity of the document in whole or part; (2) relate to the correctness or incorrectness of information contained in the document; (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
S.C. Code Ann. § 33-37-420 — SC Code / Title 33 / Chapter 37 / Article 5 / Section 33-37-420
SECTION 33-37-420. Application for membership.
Status: in_force

Any financial institution may request membership in the corporation by making application to the board of directors on that form and in that manner as the board of directors may require, and the membership becomes effective upon acceptance of the application by the board. Effect of Amendment 2015 Act No. 60, SECTION 1, twice substituted "that" for "such", substituted "becomes effective" for "shall become", and substituted "of the application" for "of such application".
S.C. Code Ann. § 33-46-810 — SC Code / Title 33 / Chapter 46 / Article 8 / Section 33-46-810
SECTION 33-46-810. Proposed articles of conversion; contents; approval.
Status: in_force

The proposition for the conversion of such corporation into a telephone cooperative and the proposed articles of conversion to give effect thereto must be first approved by the board of directors of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: (1) the name of the corporation before its conversion into a telephone cooperative; (2) the address of the principal office of such corporation; (3) the date of the filing of the articles of incorporation of such corporation in the Office of the Secretary of State; (4) the statute or statutes under which such corporation was organized; (5) the name assumed by such corporation; (6) a statement that such corporation elects to become a telephone cooperative nonprofit membership corporation subject to this chapter; (7) the manner and basis of converting memberships or shares of stock in such corporation into memberships in the telephone cooperative after completion of the conversion; and (8) any provision not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of such telephone cooperative.
S.C. Code Ann. § 33-13-101 — SC Code / Title 33 / Chapter 13 / Article 1 / Section 33-13-101
SECTION 33-13-101. Definitions.
Status: in_force

In this chapter: (1) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. (2) "Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 33-13-102 and who exercises that right when and in the manner required by Sections 33-13-200 through 33-13-280. (3) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. The value of the shares is to be determined by techniques that are accepted generally in the financial community. (4) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (6) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder. (7) "Shareholder" means the record shareholder or the beneficial shareholder.
S.C. Code Ann. § 33-39-430 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-430
SECTION 33-39-430. Duration of membership; withdrawal.
Status: in_force

Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation three years in advance a member may withdraw from membership in the corporation at the expiration date of such notice.
S.C. Code Ann. § 33-49-440 — SC Code / Title 33 / Chapter 49 / Article 5 / Section 33-49-440
SECTION 33-49-440. Voting.
Status: in_force

A member is entitled to one vote on each matter submitted to a vote at a meeting. Voting must be in person. For meetings that include the election of cooperative trustees, polling locations must be open for a minimum of four hours. When at least one of the races for cooperative trustee is contested prior to the annual meeting, each cooperative must provide a method by which members of the cooperative may cast a ballot in an election for trustees on a day other than, and before, the annual meeting day. The method for this alternative early voting should allow for voting by cooperative members from the hours of 7 a.m. to 7 p.m. and should include reasonable accommodations for elderly, disabled, or infirmed members as permitted by this section. Editor's Note 2019 Act No. 56, SECTION 16, provides as follows: "SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly." Effect of Amendment 2019 Act No. 56, SECTION 5.B, rewrote the section, requiring polling locations to be open for a minimum of four hours and permitting early voting for meetings at which trustees are to be elected.
S.C. Code Ann. § 33-42-2010 — SC Code / Title 33 / Chapter 42 / Article 11 / Section 33-42-2010
SECTION 33-42-2010. Construction and application.
Status: in_force

This chapter must be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
S.C. Code Ann. § 33-46-620 — SC Code / Title 33 / Chapter 46 / Article 6 / Section 33-46-620
SECTION 33-46-620. Consolidation of cooperatives.
Status: in_force

Any two or more telephone cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new telephone cooperative, hereinafter designated the "new cooperative", by complying with the following requirements: (1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto must be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state: (a) the name of each consolidating telephone 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 new telephone cooperative and the address of its principal office; (c) the names and addresses of the persons who shall constitute the first board of directors of the new cooperative; (d) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new 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 consolidation of the consolidating telephone cooperatives into the new telephone cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating telephone cooperative must then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation must be considered approved upon the affirmative vote of not less than two-thirds of those members of each consolidating telephone cooperative present and voting thereon at such meeting. (3) Upon such approval by the members of the respective consolidating telephone cooperatives, articles of consolidation in the form approved must be executed and acknowledged on behalf of each consolidating cooperative by the director carrying out the duties performed generally by 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 performed generally by the president or vice president of each consolidating telephone cooperative executing such articles of consolidation 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 consolidation and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-44-205 — SC Code / Title 33 / Chapter 44 / Article 2 / Section 33-44-205
SECTION 33-44-205. Signing of records.
Status: in_force

(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Secretary of State must be signed in the name of the company by a: (1) manager of a manager-managed company; (2) member of a member-managed company; (3) person organizing the company, if the company has not been formed; or (4) fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary. (b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer. (c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.
S.C. Code Ann. § 33-19-102 — SC Code / Title 33 / Chapter 19 / Article 1 / Section 33-19-102
SECTION 33-19-102. Application of South Carolina Business Corporation Act and Statutory Close Corporation Supplement.
Status: in_force

(1) Chapters 1 through 17 apply to professional corporations, both domestic and foreign, to the extent not inconsistent with the provisions of this chapter. (2) The Statutory Close Corporation Supplement (Chapter 18 of this title) applies to a professional corporation organized under this chapter whose articles of incorporation contain the statement required by Section 33-18-103(a), except insofar as this chapter contains inconsistent provisions.
S.C. Code Ann. § 33-44-1208 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1208
SECTION 33-44-1208. Qualification of foreign corporation.
Status: in_force

A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company.
S.C. Code Ann. § 33-41-330 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-330
SECTION 33-41-330. Admission or representation by partner as evidence.
Status: in_force

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
S.C. Code Ann. § 33-46-760 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-760
SECTION 33-46-760. Directors' powers to settle affairs.
Status: in_force

The board of directors has full power to wind up and settle the affairs of the telephone cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations, and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate or, if the telephone cooperative was not in existence for such period, during the period of its existence.