S.C. Code Ann. § 33-31-173 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-173
SECTION 33-31-173. Use of information is restricted.
Status: in_force

The Attorney General, or his authorized assistants or representatives, may not make public or use any document, copy, or other information derived in the course of an examination authorized by Sections 33-31-170 through 33-31-175, except in a judicial proceeding to which the State is a party or in a suit by the State to revoke the certificate of authority or cause the articles of the corporation to be forfeited or to collect penalties for a violation of the laws of this State or for the information of any officer of this State charged with the enforcement of its laws.
S.C. Code Ann. § 33-15-320 — SC Code / Title 33 / Chapter 15 / Article 3 / Section 33-15-320
SECTION 33-15-320. Appeal from revocation.
Status: in_force

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Richland County Circuit Court within thirty days after the certificate of revocation was received. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-36-1210 — SC Code / Title 33 / Chapter 36 / Article 7 / Section 33-36-1210
SECTION 33-36-1210. Corporations organized under Chapter 35 of Title 33.
Status: in_force

A domestic corporation organized and governed pursuant to Chapter 35 of Title 33 before the effective date of this chapter is deemed to have been organized pursuant to this chapter as of its effective date and must be governed by the provisions of this chapter.
S.C. Code Ann. § 33-47-820 — SC Code / Title 33 / Chapter 47 / Article 9 / Section 33-47-820
SECTION 33-47-820. Meetings of association.
Status: in_force

In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time and ten per cent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least ten days prior to the meeting. But the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation published at the principal place of business of the association.
S.C. Code Ann. § 33-31-823 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-823
SECTION 33-31-823. Waiver of notice.
Status: in_force

(a) A director may waive any notice required by this chapter, the articles, or bylaws. Except as provided in subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records. (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.
S.C. Code Ann. § 33-38-300 — SC Code / Title 33 / Chapter 38 / Article 3 / Section 33-38-300
SECTION 33-38-300. Corporate purposes for benefit corporations.
Status: in_force

(A) In addition to corporate purposes provided in Section 33-3-101, a benefit corporation shall have as one of its corporate purposes the creation of a general public benefit. (B) A benefit corporation may include as a corporate purpose in its articles of incorporation one or more specific public benefit purposes in addition to its purposes under subsection (A) of this section. The identification of a specific public benefit purpose pursuant to this subsection does not limit the obligation of a benefit corporation pursuant to subsection (A). (C) A benefit corporation may amend its articles of incorporation to add, amend, or remove the identification of a specific public benefit purpose. The amendment must be approved by the shareholders of the benefit corporation in the manner required by Section 33-38-230. (D) The creation of general public benefit and specific public benefit pursuant to subsections (A) and (B) is in the best interests of a benefit corporation. (E) A professional corporation that is a benefit corporation does not violate Section 33-19-110.
S.C. Code Ann. § 33-42-240 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-240
SECTION 33-42-240. Execution of certificates.
Status: in_force

(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed in the following manner: (1) an original certificate of limited partnership must be signed by all general partners named therein; (2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new or substitute general partner; and (3) a certificate of cancellation must be signed by all general partners. (b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
S.C. Code Ann. § 33-6-101 — SC Code / Title 33 / Chapter 6 / Article 1 / Section 33-6-101
SECTION 33-6-101. Authorized shares.
Status: in_force

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 33-6-102. (b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. (c) The articles of incorporation may authorize one or more classes of shares that: (1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by Chapters 1 through 20 of this Title; (2) are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; (4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation. (d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
S.C. Code Ann. § 33-31-1421 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1421
SECTION 33-31-1421. Procedure for and effect of administrative dissolution.
Status: in_force

(a) Upon determining that one or more grounds exist under Section 33-31-1420(a) for dissolving a corporation, the Secretary of State may serve the corporation with written notice of that determination under Section 33-31-504, and in the case of a public benefit corporation shall also notify the Attorney General in writing. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty days after service of the notice is perfected under Section 33-31-504, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under Section 33-31-504, and in the case of a public benefit or religious corporation shall notify the Attorney General in writing. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 33-31-1406 and notify its claimants under Sections 33-31-1407 and 33-31-1408. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
S.C. Code Ann. § 33-11-106 — SC Code / Title 33 / Chapter 11 / Section 33-11-106
SECTION 33-11-106. Effect of merger or share exchange.
Status: in_force

(a) When a merger takes effect: (1) every other corporation party to the merger merges into the surviving entity and the separate existence of every corporation except the surviving entity ceases; (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving entity without reversion or impairment; (3) the surviving entity has all liabilities of each corporation party to the merger; (4) a proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the corporation whose existence ceased; (5) the articles of organization of the surviving entity are amended to the extent provided in the plan of merger; and (6) the shares of each corporation party to the merger are converted into shares, obligations, or other securities of the surviving entity or into cash or other property as appropriate, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights pursuant to Chapter 13. (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Chapter 13.
S.C. Code Ann. § 33-42-310 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-310
SECTION 33-42-310. Status of existing county filings.
Status: in_force

Certificates of limited partnership and certificates of amendment filed in any official county records of this State pursuant to any applicable statute of this State prior to June 27, 1984, are of no further force or effect for any purpose under this chapter on or after June 27, 1984. All certificates of amendment, certificates of cancellation, and restated certificates are fully effective to amend or cancel the certificates of limited partnership, as the case may be, upon proper filing thereof with the office of the Secretary of State pursuant to the requirements of this chapter.
S.C. Code Ann. § 33-47-660 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-660
SECTION 33-47-660. Purchase of its common stock by association.
Status: in_force

The association may, at any time, except when the debts of the association exceed fifty per cent of the assets thereof, buy in or purchase its common stock at the book value thereof as conclusively determined by the board of directors and pay for it in cash within one year thereafter.
S.C. Code Ann. § 33-36-1315 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1315
SECTION 33-36-1315. Resolution to become public service district; notice; petition; vote.
Status: in_force

(A) Corporations not-for-profit incorporated for the purposes of providing water service which, pursuant to the provisions of this chapter, serve a population of at least twenty thousand persons as shown in the most recent sanitary survey of the South Carolina Department of Health and Environmental Control, and provide water service in two or more counties within the State, may determine, by resolution adopted by the board of directors of the corporation and subject to the additional conditions provided in this section, to become a public service district, a public body politic and corporate. The resolution shall make findings as to: (1) whether the corporation owns assets, including, but not limited to, reserves, that are not reasonably required to continue its operations following its conversion to a public service district and, if so, the amount of the assets; and (2) whether the assets of the corporation have appreciated in value over their original cost and, if so, the amount of the value appreciation. The procedures provided in this section are valid, complete, and sufficient to effect the conversion notwithstanding any contrary provisions of law or the corporation's organizational documents or bylaws. (B) Notice of the meeting of the board of directors at which the resolution to become a public service district is to be considered must be given by regular mail to each member of the corporation, addressed to the last known address of the member, and mailed not less than ten days before the meeting. Notice is effective upon mailing. The secretary of the corporation shall certify the date of mailing as to each member. The notice shall state the purpose, time, and place of the meeting. At the meeting, the board of directors shall afford any members in attendance an opportunity to speak and be heard in support of or in opposition to the conversion of the corporation to a public service district. (C) Promptly after adoption by the board of directors of a resolution to become a public service district, the board of directors shall cause notice of the adoption to be mailed by regular mail to each member of the corporation, addressed to the last known address of the member. In addition, the board of directors, not earlier than the mailing required above, also shall cause the notice of adoption to be published at least once in one or more newspapers of general circulation in the counties in which the corporation provides service. The mailed and published notices shall include the name of the corporation, a statement that the board of directors has determined by resolution that the corporation shall be converted to a public service district, the date of the adoption of the resolution, and a statement that the resolution shall become effective and not subject to further review unless a petition signed by not less than fifteen percent of the membership of the corporation is filed as provided in this section. Within sixty days after the publication of the last notice required by this subsection, a petition signed by the members of the corporation equal in number to at least fifteen percent of the total membership may be filed with the clerk of court for the counties in which the corporation provides service calling for a vote of the membership on the question of whether the corporation shall become a public service district. (D) Except for a petition being duly and timely filed in accordance with subsection (C), no action whatsoever may be commenced to challenge on any grounds the conversion of the corporation to a public service district more than ninety days after the date of the last publication required by subsection (C). (E) If a petition is duly and timely filed in accordance with subsection (C), then the board of directors shall call a meeting of the members of the corporation to submit the question of whether the corporation shall become a public service district. Notice of this meeting must be given by regular mail to each member of the corporation, addressed to the last known address of the member, and mailed not less than ten days before the meeting. Notice is effective upon mailing. The secretary of the corporation shall certify the date of mailing as to each member. The notice shall state the purpose, time, and place of the meeting. The question shall be determined upon a majority vote of the members present in person at the meeting and voting. Action taken at the meeting is effective only if a quorum of the members of the corporation is present in person. For purposes of this subsection, a quorum consists of at least fifteen percent of the members of the corporation upon admission to the meeting. (F) If the membership vote results in a determination to become a public service district, then the corporation promptly shall cause notice of the result to be mailed by regular mail to each member, addressed to the last known address of each member. In addition, the corporation, not earlier than the date of the mailing required above, also shall cause notice of the result to be published once in a newspaper or newspapers of general circulation in each county in which the corporation provides service. The mailed and published notices shall include the name of the corporation, a statement that the corporation has determined by membership vote to become a public service district, and a statement that no action may be commenced on account of the meeting or the conversion of the corporation to a public service district more than twenty days after the date of the final publication. No action whatsoever may be commenced to challenge on any grounds the conversion of the corporation to a public service district more than twenty days after the date of the final publication as provided in this subsection. (G) If any member of the corporation that becomes a public service district pursuant to this section has received or been credited in a specified amount any capital stock, revolving fund certificate, retain certificate, certificate of indebtedness, letter of advice, or other written notice from the corporation and the specified amount has been realized as gross income to such member for federal income tax purposes with respect to any period prior to the date of conversion to a public service district, but the corresponding amount of money has not been distributed to the member, then the member is considered to have contributed such amount to the public service district. The resolution of the board of directors provided for in subsection (B) must specify this information, if applicable. If the board of directors has specified in the resolution provided for in subsection (B) that the corporation owns assets in excess of that reasonably required to continue its operations following conversion to a public service district or that there has been appreciation in the value of the assets of the corporation over their original cost, then, prior to conversion to a public service district, the corporation shall cause the amount thereof, as reasonably determined by the board of directors, to be distributed to the members of the corporation on a cooperative basis. (H) Upon a final, favorable determination, either by vote of the board of directors or by vote of the membership, in the event a petition has been duly and timely filed in accordance with subsection (C), to become a public service district, and upon the expiration of the limitation periods provided by this section, the chief executive officer of the corporation shall petition the Secretary of State to issue a new charter to convert and constitute the nonprofit corporation a public service district, a public body politic and corporate.
S.C. Code Ann. § 33-47-440 — SC Code / Title 33 / Chapter 47 / Article 5 / Section 33-47-440
SECTION 33-47-440. Admission of new members.
Status: in_force

The association may admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules as may be prescribed in the articles of incorporation.
S.C. Code Ann. § 33-45-145 — SC Code / Title 33 / Chapter 45 / Section 33-45-145
SECTION 33-45-145. Amendment of articles of incorporation.
Status: in_force

A cooperative may amend its articles of incorporation by complying with the following requirements: (1) The proposed amendment shall be first approved by the board of directors and shall then be submitted to a vote of the members at any annual or special meeting thereof. Notice of the proposed amendments shall be mailed to each member not less than ten days prior to the meeting at which it shall be voted upon. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such annual or special meeting. (2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state (a) the name of the cooperative, (b) the address of its principal office, (c) the date of the filing of its articles of incorporation in the office of the Secretary of State and (d) the amendment to its articles of incorporation. The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter. As used in this section "articles of incorporation" also means "certificate of charter" as used elsewhere in this chapter.
S.C. Code Ann. § 33-56-30 — SC Code / Title 33 / Chapter 56 / Section 33-56-30
SECTION 33-56-30. Registration statement; filing; form; contents; fee.
Status: in_force

(A) Except as otherwise provided in this chapter, a charitable organization which intends to solicit contributions within this State or have contributions solicited on its behalf must file a registration statement with the Secretary of State, on forms prescribed by the Secretary of State, by the date provided pursuant to Section 33-56-60 (A) but in all cases before solicitation. The registration forms and other documents prescribed by the Secretary of State must be (i) signed by the chief executive officer and chief financial officer of the charitable organization, (ii) certified as true, and (iii) filed, along with a fee of fifty dollars. (B) The statements must contain: (1) the name of the organization; (2) the purpose for which it was organized; (3) the principal address of the organization and the address of offices in this State. If the organization does not maintain an office, the name and address of the person having custody of its financial records; (4) the names and addresses of the chief executive officer, chief financial officer, directors, trustees, officers, and board members; (5) the names and addresses of chapters, branches, or affiliates in this State; (6) the place and date the organization was legally established and the form of its organization; (7) whether the organization intends to use a professional fundraising counsel, professional solicitor, or commercial co-venturer or hire individuals to solicit and, if so, their names and contact information; (8) a copy of any determination letter recognizing the charitable organization's tax-exempt status from the Internal Revenue Service and any changes, amendments, or revocations to that letter unless those documents have been previously filed with the Secretary of State; (9) the general purpose for which the solicited contributions are to be used; (10) whether the organization is authorized by another local, state, or federal governmental authority to solicit contributions and, if so, a list of each; (11) whether the organization is or has been the subject of a legal or administrative action concerning a charitable solicitation, fundraising campaign, or campaign with a commercial co-venturer by another local, state, or federal governmental authority including, but not limited to, registration or license revocation or denial, fines, injunctions, or suspensions, and an explanation of all actions; (12) whether any of the organization's officers, directors, trustees, or board members have been the subject of a criminal conviction, including guilty or nolo contendere pleas, involving any charitable solicitations act, fraud, dishonesty, or false statement in a jurisdiction within the United States and, if so, a description and date of any such conviction; (13) the charitable organization's Federal Employer's Identification Number (EIN); (14) the name and address of the registered agent of the charitable organization, if incorporated; (15) an annual financial report for the immediately preceding fiscal year filed on forms prescribed by the Secretary of State or on the Internal Revenue Service Form 990, 990EZ, or 990PF, unless that report already has been filed with the Secretary of State; (16) a statement as to the relationship of any of the charitable organization's officers, directors, trustees, or board members by blood, marriage, or adoption to: (a) each other; or (b) a director or an officer of a professional fundraising counsel or professional solicitor under contract with the charitable organization. If so, the names and addresses of the related parties. Effect of Amendment The 2007 amendment, in subsection (A), substituted "the date provided pursuant to Section 33-56-30(A)" for "July first of each year".
S.C. Code Ann. § 33-31-1603 — SC Code / Title 33 / Chapter 31 / Article 16 / Section 33-31-1603
SECTION 33-31-1603. Scope of inspection rights.
Status: in_force

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under Section 33-31-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (d) The corporation may comply with a member's demand to inspect the record of members under Section 33-31-1602(b)(3) by providing the member with a list of its members that was complied no earlier than the date of the member's demand.
S.C. Code Ann. § 33-49-230 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-230
SECTION 33-49-230. Articles of incorporation.
Status: in_force

The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators and shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The names and addresses of the incorporators; (4) The names and addresses of the persons who shall constitute its first board of trustees; and (5) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs. Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this chapter. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter.
S.C. Code Ann. § 33-31-502 — SC Code / Title 33 / Chapter 31 / Article 5 / Section 33-31-502
SECTION 33-31-502. 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, with zip code, of its current registered office; (3) if the current registered office is to be changed, the street address, including zip code, 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 office of its registered agent which will be identical. (b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by 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. § 33-1-230 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-230
SECTION 33-1-230. Effective time and date of filing.
Status: in_force

(a) Except as provided in subsection (b) of this section and Section 33-1-240(c), a document accepted for filing is effective: (1) at the time for filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
S.C. Code Ann. § 33-31-1004 — SC Code / Title 33 / Chapter 31 / Article 10 / Section 33-31-1004
SECTION 33-31-1004. Class voting by members on amendments.
Status: in_force

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (1) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of membership in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of membership in a manner different than such amendment would affect another class; (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification, or termination of the memberships of that class; or (6) authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to a vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment. (e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
S.C. Code Ann. § 33-42-280 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-280
SECTION 33-42-280. Scope of notice.
Status: in_force

The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
S.C. Code Ann. § 33-31-1431 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1431
SECTION 33-31-1431. Procedure for judicial dissolution.
Status: in_force

(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the county where the corporation's principal office is located, and if the corporation has failed to maintain a principal office or failed to report any change of the office, in the court of common pleas for Richland County. Venue for a proceeding brought by any other party named in Section 33-31-1430 lies in the county where a corporation's principal office or, if none in this State, its registered office is or was last located. (b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held. (d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene.
S.C. Code Ann. § 33-44-1207 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1207
SECTION 33-44-1207. Savings clause.
Status: in_force

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter.
S.C. Code Ann. § 33-41-350 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-350
SECTION 33-41-350. Liability for wrongful act or omission of partner.
Status: in_force

When, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is cause to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
S.C. Code Ann. § 33-31-708 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-708
SECTION 33-31-708. Action by written or electronic ballot.
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written or electronic ballot to every member entitled to vote on the matter. (b) A written or electronic ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by written or electronic ballot pursuant to this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written or electronic ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written or electronic ballot may not be revoked. Effect of Amendment The 2006 amendment added "or electronic" preceding "ballot" throughout. Subarticle B Voting
S.C. Code Ann. § 33-42-300 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-300
SECTION 33-42-300. Affidavit of general partners' authority.
Status: in_force

(a) A limited partnership that owns real property in South Carolina shall, prior to selling, conveying, or transferring any interest in the property, file an affidavit containing the name of the partnership, the place or places where the partnership's certificate of limited partnership is filed, and the name or names of the general partners who are authorized to sign documents relating to the property on behalf of the partnership in the office of the county where the index to deeds for the property is located. The affidavit required by this section must be recorded and indexed in the name of the partnership in both the grantor and grantee indices for deeds. The person or persons executing the affidavit as an agent or fiduciary of the partnership need not exhibit evidence of that authority as a prerequisite to its filing. (b) The existence of the facts described in the affidavit required by subsection (a) must be conclusively presumed in favor of the limited partnership and against a grantee from the limited partnership of partnership real property located in the county in which the affidavit is recorded. (c) The filing or failure to file the affidavit required by subsection (a) has no effect on the legal existence of a limited partnership or the liability of any limited partner. (d) A limited partnership organized under the laws of another state that files an affidavit required by subsection (a) shall not have to register in this State as a foreign limited partnership pursuant to Article 9 of this chapter solely because of the necessity of filing the affidavit.
S.C. Code Ann. § 33-57-110 — SC Code / Title 33 / Chapter 57 / Section 33-57-110
SECTION 33-57-110. Definitions.
Status: repealed

For purposes of this chapter: (1) "Charitable purpose" means religious, charitable, scientific, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals within the meaning of Internal Revenue Code Section 170(c)(2)(B). Any interpretation of this statute with respect to charitable purpose shall be guided by the applicable Internal Revenue Code provisions and regulations of the Internal Revenue Service as interpreted by the courts. (2) "Adjusted gross receipts" means gross receipts less all cash prizes and the amount paid for merchandise prizes purchased. (3) "Member" shall have the same meaning as defined in Chapter 31, Title 33. (4) "Nonprofit organization" means an organization recognized by the South Carolina Department of Revenue and the United States Internal Revenue Service as exempt from federal and state income taxation pursuant to Internal Revenue Code Section 501(c)(3), 501(c)(4), 501(c)(6), 501(c)(7), 501(c)(8), 501(c)(10), 501(c)(19), or 501(d), or is a class, department, or organization of an educational institution, as defined in Chapter 56, Title 33. (5) "Nonprofit gaming supplies and equipment" means any material, device, apparatus, or paraphernalia customarily used in the conducting of raffles, including raffle tickets, and other apparatus or paraphernalia used in conducting raffles subject to regulation under this chapter. The term shall not include any material, device, apparatus, or paraphernalia incidental to the raffle, such as pencils, playing cards, or other supplies that may be purchased or leased from normal sources of supply. (6) "Fifty-fifty raffle" means a raffle conducted by a nonprofit organization qualified to operate raffles pursuant to Section 33-57-120 and the proceeds collected by the sale of the raffle tickets are split evenly between the prize winner and the nonprofit organization after the raffle drawing. (7) "Gross receipts" means all funds collected or received from the conduct of raffles. (8) "Net receipts" means adjusted gross receipts less all expenses, charges, fees, and deductions that are authorized under this chapter. Payment of unauthorized expenses, charges, fees, and deductions from the gross receipts is a violation of this chapter. (9) "Operate", "operated", or "operating" means the conduct, direction, supervision, management, operation, control, or guidance of activity. (10) "Person" means an individual, an organization, a trust, a foundation, a group, an association, a partnership, a corporation, a society, any other private entity, or a combination of them, or a manager, agent, servant, officer, or employee thereof. (11) "Raffle" means a game of chance in which a participant is required to pay something of value for a ticket for a chance to win a prize, with the winner to be determined by a random drawing or similar process whereby all entries have an equal chance of winning. (12) "Secretary" means the Office of the Secretary of State. (13) "Ticket" means tangible evidence issued by the nonprofit organization to provide participation in a raffle. (14) "Year" means a twelve-month period that is the same as a nonprofit organization's fiscal year. Editor's Note 2013 Act No. 11 SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-41-510 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-510
SECTION 33-41-510. Rules determining rights and duties of partners as to partnership.
Status: in_force

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as provided in Section 33-41-370(B), each partner shall contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits; (2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business or for the preservation of its business or property; (3) A partner who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute shall be paid interest from the date of the payment or advance; (4) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made; (5) All partners have equal rights in the management and conduct of the partnership business; (6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the affairs; (7) No person can become a member of a partnership without the consent of all the partners; and (8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
S.C. Code Ann. § 33-44-703 — SC Code / Title 33 / Chapter 44 / Article 7 / Section 33-44-703
SECTION 33-44-703. Dissociated member's power to bind limited liability company.
Status: in_force

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under Section 33-44-301 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated member was then a member; (2) did not have notice of the member's dissociation; and (3) is not deemed to have had notice under Section 33-44-704.
S.C. Code Ann. § 33-46-450 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-450
SECTION 33-46-450. Entitlement to vote; voting by proxy.
Status: in_force

Each member is entitled to vote on each matter submitted to a vote at a meeting. Unless prohibited by this chapter or by the bylaws, voting may be by proxy. SECTION 33-46-460. Distribution of excess revenue; allocation of patronage capital; retirement of patronage capital (A) The bylaws of a telephone cooperative shall provide for the distribution of excess revenue to its members. Excess revenues do not include amounts: (1) necessary to defray expenses of the telephone cooperative and for the operation and maintenance of its facilities during such fiscal year; (2) to pay interest and principal obligations of the telephone cooperative coming due in such fiscal year; (3) to finance or to provide a reserve for the financing of the construction or acquisition by the telephone cooperative of additional facilities to the extent determined by the board of directors; (4) to provide a reasonable reserve for working capital; and (5) to retire shares of the telephone cooperative to the extent determined by the board of directors. Sums in excess of those specified above must, unless otherwise determined by a vote of the membership, be assigned by the telephone cooperative to its members as patronage capital. Nothing herein shall be construed so as to designate the method, manner, and time of distribution of excess revenue to the members, which must be governed by the cooperative bylaws, so long as the cooperative's distribution policies and procedures comply with acceptable practices under the procedures for corporations exempt from income tax pursuant to Title 26, Section 501(c)(12) of the United States Code or Subchapter T of the United States Internal Revenue Code. (B) On an annual basis, patronage capital shall be allocated on the books of the cooperative to each member based upon and in proportion to: (1) the revenue from each member or group of similar members; (2) the contribution of each member or group of similar members to the cooperative's overall patronage capital; or (3) any combination of items (1) and (2) as determined by the board of directors. The allocation of patronage capital to a member's account does not vest until such time that the board determines that retirement is proper pursuant to subsection (C). (C) Retirement of patronage capital is the actual payment, as provided by subsection (D), of patronage capital to the cooperative members to whom it has previously been allocated. The board of directors of a cooperative may, in its discretion, utilize its business judgment to retire patronage capital as allocated on the books of the cooperative when the retirement is consistent with sound business and management practices and the long-term financial stability of the cooperative. If the board of directors, in its discretion, utilizes its business judgment to retire patronage capital to members either upon their death, termination of telephone service, or bankruptcy, then the retirement may be discounted from the board's approved retirement cycle to present-day value when deemed appropriate by the board of directors in the exercise of its business judgment. (D) When the board of directors of the cooperative has determined, pursuant to subsection (C), that patronage capital shall be retired, the retirement may be accomplished by a bill credit or by the mailing of payment or notice of payment to the person's last known address of record on file with the cooperative. No interest shall be paid or payable by the cooperative on any patronage capital furnished by its members. (E) Notwithstanding the provisions of the Uniform Unclaimed Property Act, S.C. Code of Laws Section 27-18-10, et seq., or other law, patronage capital that has been retired by a cooperative but remains unclaimed for a period of five years shall become abandoned patronage capital. The cooperative shall, nonetheless, pay any validated claims by members or former members for unclaimed or abandoned patronage capital. With respect to abandoned patronage capital, the cooperative must follow the procedures set out in subsection (F). Each year, the cooperative may impose a reasonable administrative fee for abandoned or unclaimed patronage capital and may offset the fee against such abandoned or unclaimed patronage capital. Abandoned patronage capital shall be designated as equity and, at the board's discretion, can be used only by the cooperative for: (1) educational purposes; (2) charitable purposes; or (3) economic development purposes in the telephone cooperative's service area. (F) Notwithstanding the provisions of the Uniform Unclaimed Property Act, S.C. Code of Laws Section 27-18-10, et seq., telephone cooperatives must pay any validated claims from members or former members for abandoned patronage capital in accordance with the provisions of this subsection. (1) Patronage capital, presumed abandoned, which is due to members or former members of telephone cooperatives and whose last known address is in South Carolina, may be retained by the telephone cooperative provided that the telephone cooperative performs the following due diligence duties to locate the rightful owners: (a) the cooperative shall publish, for two consecutive years, in a newspaper of general circulation in the county of the cooperative's principal place of business, the names and addresses of each person appearing from the cooperative's records to be the owner of the unclaimed patronage capital of fifty dollars or more, together with instructions on how to claim such property. Such publication will commence within one year after the check representing patronage capital was returned to the cooperative as undeliverable or has gone uncashed; (b) the cooperative shall maintain a searchable website on which will be listed the names and addresses of each person appearing from the cooperative's records to be the owner of unclaimed patronage capital of fifty dollars or more, together with instructions on how to claim the property. The listings will commence within one year after the check representing patronage capital was returned to the cooperative as undeliverable or has gone uncashed and will continue until the patronage capital has been paid to the rightful owner. The Office of State Treasurer shall maintain a link on the state's Unclaimed Property Website to the cooperative's searchable website to increase public awareness and access. (2) A person aggrieved by a decision of the cooperative or whose claim has not been acted upon within ninety days after its filing may bring an action to establish the claim in the court of common pleas of the county of the cooperative's principal place of business. The action must be brought within ninety days after the decision of the cooperative or within one hundred eighty days after the filing of the claim if the cooperative has failed to act on it. (3) The patronage capital accounts still unpaid that were included on previously filed annual unclaimed property reports for which no property was delivered will be returned to the respective cooperatives and will be treated in the same manner as provided by this section for patronage capital. (4) The administrator, as defined in Section 27-18-20(1), shall not be responsible or held liable for any unclaimed patronage capital accounts retained by a cooperative pursuant to this section. (5) The cooperative shall consider each claim filed by a person claiming an interest in patronage capital within ninety days after it is filed and give written notice to the claimant if the claim is denied in whole or in part. If a claim is allowed, the cooperative shall pay over or deliver to the claimant the patronage capital owed to the claimant at the time the patronage capital became abandoned. Editor's Note 2011 Act No. 44, SECTIONS 1, 4, and 7, provide as follows: "SECTION 1. The General Assembly determines it is in the best interest of South Carolina, the electric cooperatives, and their members to advocate energy efficiency and renewable energy initiatives in South Carolina. "The General Assembly determines it is prudent to update and clarify procedures for South Carolina's electric cooperatives to contribute, allocate, and retire patronage capital. "The General Assembly determines it is prudent to clarify that South Carolina's electric cooperatives may utilize the defense known as the "business judgment rule". "The General Assembly determines it is in the best interest of South Carolina's electric cooperatives and their members that unclaimed patronage credits are hereafter exempt from the Uniform Unclaimed Property Act." "SECTION 4. The General Assembly determines it is in the best interests of South Carolina, the telephone cooperatives, and their members to assist with educational, charitable, and economic development efforts in the rural areas of South Carolina. "The General Assembly determines it is prudent to update and clarify the procedures for South Carolina's telephone cooperatives to contribute, allocate, and retire patronage capital. "The General Assembly determines it is prudent to clarify that the "business judgment rule" applies to South Carolina's telephone cooperatives. "The General Assembly determines it is in the best interest of South Carolina's telephone cooperatives and their members that unclaimed patronage credits are hereafter exempt from the Uniform Unclaimed Property Act." "SECTION 7. This act takes effect upon approval by the Governor and applies to patronage capital determined to be unclaimed as of the effective date of the act." Effect of Amendment The 2011 amendment added subsection identifier (A) to the first paragraph and added subsections (B) through (F).
S.C. Code Ann. § 33-46-750 — SC Code / Title 33 / Chapter 46 / Article 7 / Section 33-46-750
SECTION 33-46-750. Notice of winding up proceedings.
Status: in_force

After the filing of the certificate and affidavit by the Secretary of State, the board of directors shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the telephone cooperative is located.
S.C. Code Ann. § 33-3-104 — SC Code / Title 33 / Chapter 3 / Section 33-3-104
SECTION 33-3-104. 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: (1) in a proceeding by a shareholder against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney General under Section 33-14-300. (c) In a shareholder's proceeding under subsection (b) (1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
S.C. Code Ann. § 33-49-650 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-650
SECTION 33-49-650. Division of trustees into classes.
Status: in_force

The bylaws may provide that in lieu of electing the whole number of trustees annually (a) the trustees shall be divided into two classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting or (b) the trustees shall be divided into three classes at the first or any subsequent annual meeting, each class to be as nearly equal as possible, with the term of office of the trustees of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting after such classification a number of trustees equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second or third succeeding annual meeting, as the case may be, and until their respective successors shall have been elected and duly qualified.
S.C. Code Ann. § 33-47-630 — SC Code / Title 33 / Chapter 47 / Article 7 / Section 33-47-630
SECTION 33-47-630. Issuance of preferred stock for property purchased.
Status: in_force

Whenever an association organized hereunder with preferred stock shall purchase any stock or any property, or any interest in any property, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal the fair market value of the stock, property or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock, property or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
S.C. Code Ann. § 33-31-155 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-155
SECTION 33-31-155. Authority to dispose of assets from a dissolved nonprofit corporation or eleemosynary organization.
Status: in_force

(A) Persons serving as directors or trustees at the time of dissolution of a nonprofit corporation or eleemosynary organization created pursuant to Section 33-31-10 and located in Florence County for the public good other than religious purposes are invested with the authority to dispose of any remaining assets of the corporation by resolution pursuant to the requirements of this section. (B) The corporation's charter does not have to be reinstated for the disposition of such assets. (C) The directors or trustees must call a special meeting for the limited purpose of disposing of the corporate assets remaining after dissolution. Notwithstanding any other provision of law, a quorum shall not be required for the conducting of the special meeting. Notice of such meeting must be published in a newspaper of general circulation, in the county in which the organization was perfected, for a period of one week prior to the meeting date. (D) The assets may only be disposed of if a majority of the directors or trustees present and voting cast a favorable majority for such disposition. The assets must be distributed in such a manner to ensure their continued use for public and civic purposes. (E) If persons serving as directors or trustees at the time of dissolution are deceased or have not taken action to dispose of assets of a dissolved nonprofit eleemosynary organization within five years of dissolution, any remaining assets escheat to the general fund of the State. Editor's Note Section 33-31-10 referenced in (A) is a statute that no longer exists.
S.C. Code Ann. § 33-57-130 — SC Code / Title 33 / Chapter 57 / Section 33-57-130
SECTION 33-57-130. Raffle restrictions.
Status: repealed

(A) A nonprofit organization is allowed to operate up to four raffles per year. If a nonprofit organization has affiliates or subsidiaries that share a federal Employer's Identification Number (EIN) with a parent nonprofit organization, meet the requirements of this chapter, and are registered pursuant to Section 33-57-120(C), then each qualified affiliate or subsidiary, in addition to the raffles conducted by a parent nonprofit organization, may operate and conduct up to four raffles per year. Each nonprofit raffle shall continue for not more than nine months from the date the first raffle ticket is sold. No raffle drawing shall be conducted between the hours of midnight and 10 a.m. Local law enforcement officials are authorized to enforce the hours of operation. (B) The restriction on numbers of raffles shall not apply to raffles held by nonprofit organizations that are exempt pursuant to Section 33-57-120(B)(2). Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-44-908 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-908
SECTION 33-44-908. Conversion to corporation; approval and contents of agreement of conversion; filing of articles of incorporation.
Status: in_force

(a) A limited liability company may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or by the number or percentage of the members required for conversion in the limited liability company 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 corporation 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 articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the limited liability company was converted to a corporation 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) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (f) A member who becomes a shareholder of a corporation as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.
S.C. Code Ann. § 33-7-107 — SC Code / Title 33 / Chapter 7 / Article 1 / Section 33-7-107
SECTION 33-7-107. Record date.
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
S.C. Code Ann. § 33-46-220 — SC Code / Title 33 / Chapter 46 / Article 2 / Section 33-46-220
SECTION 33-46-220. Organization.
Status: in_force

Five or more natural persons or two or more telephone cooperatives may organize a telephone cooperative in the manner hereinafter provided.
S.C. Code Ann. § 33-39-220 — SC Code / Title 33 / Chapter 39 / Article 3 / Section 33-39-220
SECTION 33-39-220. Additional contents of declaration of charter.
Status: in_force

The declaration of charter shall set forth (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 shall be 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 shall 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.
S.C. Code Ann. § 33-41-720 — SC Code / Title 33 / Chapter 41 / Article 9 / Section 33-41-720
SECTION 33-41-720. Nature of right in specific partnership property.
Status: in_force

(1) A partner is a co-owner with his partners of specific partnership property, holding as a tenant in partnership. (2) The incidents of his tenancy are such that (a) a partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes but he has no right to possess such property for any other purpose without the consent of his partners, (b) a partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property, (c) a partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership and when partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws, (d) on the death of a partner his right in specific partnership property vests in the surviving partner or partners, except when the deceased was the last surviving partner in which case his right in such property vests in his legal representative; but such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose and (e) a partner's right in specific partnership property is not subject to dower, curtesy or allowances to widows, heirs or next of kin.
S.C. Code Ann. § 33-19-410 — SC Code / Title 33 / Chapter 19 / Article 5 / Section 33-19-410
SECTION 33-19-410. Termination of professional status.
Status: in_force

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of Section 33-4-101. After the amendment becomes effective, the corporation may continue in existence as a business corporation under Chapters 1 through 17 of this title and it is no longer subject to this chapter.
S.C. Code Ann. § 33-31-858 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-858
SECTION 33-31-858. Application of article.
Status: in_force

(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
S.C. Code Ann. § 33-14-103 — SC Code / Title 33 / Chapter 14 / Article 1 / Section 33-14-103
SECTION 33-14-103. 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 for filing articles of dissolution setting forth: (1) the name of the corporation; (2) the names and addresses of its directors; (3) the names and addresses of its officers; (4) the date dissolution was authorized; (5) if dissolution was approved by the shareholders: (i) the number of votes entitled to be cast on the proposal to dissolve; and (ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval. (6) If voting by voting groups was required, the information required by item (5) must be provided separately for each voting group entitled to vote separately on the plan to dissolve. (b) A corporation is dissolved upon the effective date of its articles of dissolution.
S.C. Code Ann. § 33-31-825 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-825
SECTION 33-31-825. Committees.
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors who serve at the pleasure of the board. (b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) a majority of all the directors in office when the action is taken; or (2) the number of directors required by the articles or bylaws to take action under Section 33-31-824. (c) Sections 33-31-820 through 33-31-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section 33-31-801. (e) A committee of the board, however, may not: (1) authorize distributions; (2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (3) select, appoint, or remove directors or fill vacancies on the board or on any of its committees; or (4) adopt, amend, or repeal the articles or bylaws. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 33-31-830. Subarticle C Standards of Conduct
S.C. Code Ann. § 33-36-820 — SC Code / Title 33 / Chapter 36 / Article 5 / Section 33-36-820
SECTION 33-36-820. Consolidation.
Status: in_force

Two or more corporations not-for-profit, each of which is designated a "consolidating corporation", may consolidate into a new corporation not-for-profit, designated the "new corporation", by complying with the following requirements: (1) The proposition for consolidating into a new corporation and proposed articles of consolidation must be approved first by the board of each consolidating corporation. The proposed articles of consolidation must recite in the caption that they are executed pursuant to this chapter and must state: (a) the name of each consolidating corporation, the address of its principal office, and the date of the filing of its articles of incorporation with the Secretary of State; (b) the name of the new corporation and the address of its principal office; (c) the names and addresses of the persons who constitute the first board of the new corporation; (d) the terms and conditions of the consolidation and the mode of effecting it, including the manner and basis of converting memberships in each consolidating corporation into memberships in the new corporation and the issuance of certificates of membership for the 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 corporation. (2) Upon approval by the board of each consolidating corporation, the proposition for consolidating and the proposed articles of consolidation must be submitted to a vote of the members of each consolidating corporation at an annual or special meeting, the notice of which must explain fully the proposed consolidation. The proposed consolidation and the proposed articles of consolidation are approved upon the affirmative vote of not less than two-thirds of those members of each consolidating corporation voting at the meeting. (3)(a) Upon approval by the members of the respective consolidating corporations, articles of consolidation in the approved form must be executed and acknowledged on behalf of each consolidating corporation by the officers specified in their bylaws, and attested under seal by the officer specified in their bylaws. (b) The chief officer of each consolidating corporation, by whatever name designated in the bylaws, must execute the articles of consolidation and make and attach to them an affidavit stating that the provisions of this section were duly complied with by the corporation not-for-profit. (c) 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. § 33-31-857 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-857
SECTION 33-31-857. Insurance.
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under Section 33-31-851 or 33-31-852.
S.C. Code Ann. § 33-31-701 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-701
SECTION 33-31-701. Annual and regular meetings.
Status: in_force

(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (c) Annual and regular membership meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation's principal office. (d) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) Unless this chapter or the articles of incorporation or bylaws require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called. (e) At regular meetings, the members shall consider and act upon matters as raised consistent with provisions of the articles of incorporation or bylaws and, in addition, with the notice requirements of this chapter. (f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of a corporate action. (g) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, members not physically present at annual or regular membership meetings may, by means of remote communication: (1) participate in an annual or regular membership meeting; (2) be deemed present in person and vote at an annual or regular membership meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual or regular membership meeting is a member of the corporation or proxy holder. Effect of Amendment 2023 Act No. 68, SECTION 2, added (g).
S.C. Code Ann. § 33-57-160 — SC Code / Title 33 / Chapter 57 / Section 33-57-160
SECTION 33-57-160. Administration of chapter; fines; hearings.
Status: repealed

(A) The Secretary shall perform all functions incident to the administration, collection, enforcement, and operation of the provisions imposed pursuant to this chapter. Upon his own motion or upon complaint of any person, the Secretary may investigate an organization to determine if it has violated the provisions of this chapter or has filed an application, or other information required by this chapter, which contains false or misleading statements. The Secretary may subpoena or audit persons and organizations and require production of books, papers, and other documents to aid in the investigation of alleged violations of this chapter. By registering with the Secretary pursuant to this chapter, each nonprofit organization consents to the Secretary, as well as his agents, including local law enforcement or a circuit solicitor or his agents, entering onto the premises where a nonprofit raffle drawing is being held, for the purpose of enforcing the provisions of this chapter. (B)(1) In addition to other actions authorized by this chapter and by law, the Secretary, if he has reason to believe that one or more of the following acts or violations listed below has occurred or may occur, may assess a fine of not more than five hundred dollars for each violation that has occurred and bring an action before an administrative law judge to enjoin a person or an organization from continuing the act or violation, or committing other acts in furtherance of it, and for other relief as the court considers appropriate: (a) a person or organization operated in violation of the provisions of this chapter; (b) a person or organization made a false statement in any information required to be filed by this chapter; (c) a person or organization used a device, scheme, or artifice to defraud or to obtain money or property by means of false pretences, representation, or promise during a nonprofit raffle for charitable purposes; (d) the officers, directors, representatives, or agents of a nonprofit organization refused or failed, after notice, to produce records of the organization; or (e) the funds raised by the nonprofit raffles were not devoted to or distributed to the charitable purposes of the nonprofit raffle. (2) Each violation and each day in violation of a provision of this chapter constitutes a separate offense for which an administrative fine may be assessed. (C) A person or organization that is assessed an administrative fine, has its registration suspended or revoked, or that has its registration denied, has thirty days from receipt of certified notice from the Secretary to pay the fine or request an evidentiary hearing before an administrative law judge. If a person or organization fails to remit fines or request a hearing after the required notice is given and after thirty days from the date of receipt of certified notice has elapsed, the Secretary may suspend its registration pending final resolution and may bring an action before the administrative law judge to enjoin the person or organization from engaging in further nonprofit raffles. The decision of the administrative law judge may be appealed according to the procedures in the Administrative Procedures Act. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis."
S.C. Code Ann. § 33-47-940 — SC Code / Title 33 / Chapter 47 / Article 11 / Section 33-47-940
SECTION 33-47-940. Officers.
Status: in_force

The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary and treasurer who need not be directors and they may combine the two latter officers and designate the combined office as secretary-treasurer. The treasurer, who shall be a bonded official, may be a bank or any depository and as such shall not be considered as an officer but as a function of the board of directors. In such case the secretary shall perform the usual accounting duties of the treasurer except that the funds shall be deposited only as authorized by the board of directors.
S.C. Code Ann. § 33-42-1840 — SC Code / Title 33 / Chapter 42 / Article 10 / Section 33-42-1840
SECTION 33-42-1840. Expenses.
Status: in_force

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
S.C. Code Ann. § 33-41-360 — SC Code / Title 33 / Chapter 41 / Article 5 / Section 33-41-360
SECTION 33-41-360. Partnership is bound by partner's breach of trust.
Status: in_force

The partnership is bound to make good the loss: (1) When one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) When the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
S.C. Code Ann. § 33-41-920 — SC Code / Title 33 / Chapter 41 / Article 11 / Section 33-41-920
SECTION 33-41-920. Partnership is not terminated by dissolution.
Status: in_force

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
S.C. Code Ann. § 33-47-1150 — SC Code / Title 33 / Chapter 47 / Article 13 / Section 33-47-1150
SECTION 33-47-1150. Inducing members to violate contract or spreading false reports.
Status: in_force

Any person who knowingly induces or attempts to induce, or any corporation whose officers or employees knowingly induce or attempt to induce, any member or stockholder of an association organized hereunder to breach his marketing contract with the association or who maliciously and knowingly spreads false reports about the finances or management thereof shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars and not more than one thousand dollars for such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars for each such offense.
S.C. Code Ann. § 33-16-210 — SC Code / Title 33 / Chapter 16 / Article 2 / Section 33-16-210
SECTION 33-16-210. Other reports to shareholders.
Status: in_force

(a) If a corporation indemnifies or advances expenses to a director under Section 33-8-510, 33-8-520, 33-8-530, or 33-8-540 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. (b) If a corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting. However, this report is not required for a corporation subject to the registration requirements of Section 12 of the Securities Exchange Act of 1934, if the shares are issued or authorized pursuant to a plan that has been approved by the shareholders of the corporation.
S.C. Code Ann. § 33-56-45 — SC Code / Title 33 / Chapter 56 / Section 33-56-45
SECTION 33-56-45. Registration and fee requirements for fire departments.
Status: in_force

A fire department conducting or intending to conduct a professional solicitation of charitable funds may comply with the registration and fee requirements of this chapter if the local governing body having jurisdiction over that department and other departments in its area singly registers the multiple departments annually and pays a single annual registration fee of fifty dollars pursuant to Section 33-56-30. The single annual registration and fee payment of fifty dollars effectively registers all fire departments within the jurisdiction of the local governing body. Recordkeeping is the responsibility of individual fire departments, and the Secretary of State shall provide all registered fire departments with the appropriate forms.
S.C. Code Ann. § 33-36-10 — SC Code / Title 33 / Chapter 36 / Article 1 / Section 33-36-10
SECTION 33-36-10. "Corporation not-for-profit" defined.
Status: in_force

As used in this chapter "corporation not-for- profit" means a corporation which, upon its original organization, is financed in whole or in part by a loan made under the provisions of the Consolidated Farmers Home Administration Act of 1961, as amended by the Food and Agriculture Act of 1962, and acts amending it, and by the State Revolving Fund for Water or Sewer.
S.C. Code Ann. § 33-31-1408 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1408
SECTION 33-31-1408. Unknown claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation also may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this State, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of the newspaper notice: (1) a claimant who did not receive written notice under Section 33-31-1407; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) against the dissolved corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
S.C. Code Ann. § 33-49-220 — SC Code / Title 33 / Chapter 49 / Article 3 / Section 33-49-220
SECTION 33-49-220. Organizers.
Status: in_force

Five or more natural persons or two or more cooperatives may organize a cooperative in the manner hereinafter provided.
S.C. Code Ann. § 33-41-550 — SC Code / Title 33 / Chapter 41 / Article 7 / Section 33-41-550
SECTION 33-41-550. Right to formal accounting.
Status: in_force

Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners; (2) If the right exists under the terms of any agreement; (3) As provided by SECTION 33-41-540; or (4) Whenever other circumstances render it just and reasonable.
S.C. Code Ann. § 33-10-110 — SC Code / Title 33 / Chapter 10 / Article 1 / Section 33-10-110
SECTION 33-10-110. Conversion to nonprofit public benefit corporation.
Status: in_force

(A) A corporation formed under this chapter may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation as defined in Section 33-31-140 or to a nonprofit mutual benefit corporation as defined in Section 33-31-140. Upon conversion, the corporation is considered to have previously filed articles of incorporation under Section 33-31-202 upon the date of its incorporation under this chapter and to have filed articles of amendment pursuant to Section 33-10-106. (B) The amendment of the articles to convert to a nonprofit corporation shall: (1) revise the statement of purpose for which the corporation is organized; (2) set forth one of the statements provided for in Section 33-31-202(a)(2); (3) set forth the address, including zip code, of the proposed principal office for the corporation which may be either within or outside this State; (4) delete the authorization for shares and any other provisions relating to authorized or issued shares; (5) state whether or not the corporation will have members; (6) set forth provisions not inconsistent with law regarding the distribution of assets on dissolution; (7) make other changes as necessary or desired pursuant to Section 33-31-202; and (8) if any shares have been issued, provide either for the cancellation of those shares or for the conversion of those shares to memberships of the nonprofit corporation. (C) If shares have been issued, an amendment to convert to a nonprofit corporation must be approved by all of the outstanding shares of all classes regardless of limitations or restrictions on the voting rights of the shares. (D) Upon conversion, the corporation's bylaws must be amended to comply with the provisions of Chapter 31 of this title, the South Carolina Nonprofit Corporation Act of 1994, and any successor act.
S.C. Code Ann. § 33-44-907 — SC Code / Title 33 / Chapter 44 / Article 9 / Section 33-44-907
SECTION 33-44-907. Article not exclusive.
Status: in_force

This article does not preclude an entity from being converted or merged under other law.
S.C. Code Ann. § 33-41-1160 — SC Code / Title 33 / Chapter 41 / Article 13 / Section 33-41-1160
SECTION 33-41-1160. Foreign limited liability partnership application for certificate of authority; fee.
Status: in_force

(A) A foreign limited liability partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign limited liability partnership that satisfies the requirements of Section 33-41-1120; (2) the name of the state or country under which it is organized; (3) its date of organization; (4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office; and (5) a statement that the foreign limited liability partnership has liability insurance of the amount and type described in Section 33-41-1130(A)(1) or segregated funds as described in Section 33-41-1130(C) in an amount equal to or greater than the amount specified in Section 33-41-1130(A)(1). (B) The foreign limited liability partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of limited liability partnership records in the state or country under which law it is organized. (C) If the foreign limited liability partnership renders "professional services" as defined in Section 33-19-103(7), the application required by subsection (A) must also contain a statement that: (1) all of its partners are licensed in one or more states to render the professional services which the foreign limited liability partnership practices and that one or more of its partners is licensed in South Carolina to render such professional services; and (2) the foreign limited liability partnership is in compliance with the requirements of Section 33-41-1130(A)(2); provided, however, that to the extent any such requirements are determined by reference to the number of licensed partners or individuals, such determination shall be made on the basis of the number of partners or individuals who render professional services in South Carolina. (D) The Secretary of State shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an annual or renewal application for a certificate to transact business in this State. (E) By applying for a certificate of authority to transact business in this State, the foreign limited liability partnership agrees to be subject to the jurisdiction of the Department of Revenue and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability.
S.C. Code Ann. § 33-19-310 — SC Code / Title 33 / Chapter 19 / Article 4 / Section 33-19-310
SECTION 33-19-310. Voting of shares.
Status: in_force

(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation. (b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection continues to be valid for ten months after the date of death or for five months after the disqualification occurred.
S.C. Code Ann. § 33-2-101 — SC Code / Title 33 / Chapter 2 / Section 33-2-101
SECTION 33-2-101. Incorporators.
Status: in_force

Any person may act as the incorporator of a corporation by delivering articles of incorporation to the Secretary of State for filing.
S.C. Code Ann. § 33-38-120 — SC Code / Title 33 / Chapter 38 / Article 1 / Section 33-38-120
SECTION 33-38-120. Application of chapter; exemptions.
Status: in_force

(A) This chapter applies to all benefit corporations. (B) The provisions contained in Chapters 1-19 of this title apply to benefit corporations except where those provisions conflict with provisions contained in this chapter, in which case the provisions contained in this chapter control. (C) Other than as provided in Section 33-38-210, corporations that are not benefit corporations are not subject to this chapter, and this chapter does not otherwise affect a statute or rule of law that is applicable to a corporation that is not a benefit corporation. A benefit corporation may be simultaneously subject to this chapter and one or more other statutes that provide for the incorporation of a specific type of business corporation, including, but not limited to, a statutory close corporation or a professional corporation. (D) A provision of the articles of incorporation or bylaws of a benefit corporation may not be inconsistent with a provision of this chapter. (E) The formation of a business entity pursuant to provisions other than Title 33, Chapter 38 does not prohibit the business entity from including in its general powers consideration or donations for the public welfare, or for charitable, scientific, or educational purposes, as provided in the South Carolina Business Corporation Act.
S.C. Code Ann. § 33-42-270 — SC Code / Title 33 / Chapter 42 / Article 2 / Section 33-42-270
SECTION 33-42-270. Liability for false statement in certificate.
Status: in_force

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and (2) any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under SECTION 33-42-250.
S.C. Code Ann. § 33-44-110 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-110
SECTION 33-44-110. Resignation of agent for service of process.
Status: in_force

(a) An agent for service of process of a limited liability company may resign by delivering to the Secretary of State for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Secretary of State shall mail a copy to the designated office and another copy to the limited liability company at its principal office. (c) An agency is terminated on the thirty-first day after the statement is filed in the office of the Secretary of State.
S.C. Code Ann. § 33-46-210 — SC Code / Title 33 / Chapter 46 / Article 2 / Section 33-46-210
SECTION 33-46-210. Purpose.
Status: in_force

Telephone cooperative nonprofit membership corporations may be organized under this chapter for the purpose of rendering communication and information services and for such other and further acquisitions, construction, and extensions as may be reasonably necessary and expedient for the proper control and operation of said communication and/or information system.
S.C. Code Ann. § 33-38-200 — SC Code / Title 33 / Chapter 38 / Article 2 / Section 33-38-200
SECTION 33-38-200. Incorporation as a benefit corporation.
Status: in_force

A domestic corporation, including a domestic corporation incorporated upon a conversion, may be incorporated as a benefit corporation by including in its original articles of incorporation a provision stating that the corporation is a benefit corporation governed by this chapter. The articles of incorporation also must include an identification of a specific public benefit purpose as required by Section 33-38-300.
S.C. Code Ann. § 33-31-1705 — SC Code / Title 33 / Chapter 31 / Article 17 / Section 33-31-1705
SECTION 33-31-1705. Effective Date.
Status: in_force

As used in this chapter, the term "this chapter's effective date" or any similar variation means the effective date of the act which revised the provisions of Chapter 31 of Title 33 to enact the South Carolina Nonprofit Corporation Act of 1994.
S.C. Code Ann. § 33-46-420 — SC Code / Title 33 / Chapter 46 / Article 4 / Section 33-46-420
SECTION 33-46-420. Meetings.
Status: in_force

An annual meeting of the members must be held at such time as is provided in the bylaws. Special meetings of the members may be called by the president of the board of directors, by any three directors, or by not less than ten percent of the members. Meetings of members must be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings must be held in the county in which the principal office of the telephone cooperative is located.
S.C. Code Ann. § 33-31-1407 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1407
SECTION 33-31-1407. Known claims against dissolved corporation.
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) if a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice and the rejection notice stated that a proceeding to enforce the claim must be commenced within ninety days. (d) For purposes of this section 'claim' does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
S.C. Code Ann. § 33-5-101 — SC Code / Title 33 / Chapter 5 / Section 33-5-101
SECTION 33-5-101. Registered office and registered agent.
Status: in_force

Each corporation must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who may be: (i) an individual who resides in this State and whose business office is identical with the registered office; (ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or (iii) a foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
S.C. Code Ann. § 33-31-853 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-853
SECTION 33-31-853. Advances for expenses.
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standards of conduct described in Section 33-31-851; (2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter. (b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section must be made in the manner specified in Section 33-31-855.
S.C. Code Ann. § 33-49-640 — SC Code / Title 33 / Chapter 49 / Article 7 / Section 33-49-640
SECTION 33-49-640. Annual election and term of trustees.
Status: in_force

The trustees of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors have been elected and qualified. Incumbent trustees seeking reelection shall not directly or indirectly influence the nomination or credentials process. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next following annual meeting of the members, except as otherwise provided. Each trustee shall hold office for the term for which he is elected or until his successor is elected and qualified. 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 11, in the first sentence, substituted "have been elected" for "shall have been elected", inserted the second sentence, relating to incumbent trustees seeking reelection, made a nonsubstantive in the third sentence, and in the fourth sentence, substituted "is elected" for "shall have been elected".
S.C. Code Ann. § 33-46-70 — SC Code / Title 33 / Chapter 46 / Article 1 / Section 33-46-70
SECTION 33-46-70. No repeal of provisions by implication.
Status: repealed

The provisions of this chapter are not intended to be repealed by implication. Should they be in conflict with other provisions of the Code of Laws, the provisions of this chapter prevail.
S.C. Code Ann. § 33-49-1010 — SC Code / Title 33 / Chapter 49 / Article 11 / Section 33-49-1010
SECTION 33-49-1010. Dissolution before commencing business.
Status: in_force

A 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 cooperative by a majority of the incorporators, which shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date of its incorporation; (4) That the cooperative has not commenced 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 cooperative remains unpaid; and (7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles of dissolution shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-42-1420 — SC Code / Title 33 / Chapter 42 / Article 8 / Section 33-42-1420
SECTION 33-42-1420. Judicial dissolution.
Status: in_force

On application by or for a partner the circuit court of the county in which the limited partnership's office designated pursuant to SECTION 33-42-50 (1) is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
S.C. Code Ann. § 33-44-1206 — SC Code / Title 33 / Chapter 44 / Article 12 / Section 33-44-1206
SECTION 33-44-1206. Transitional provisions.
Status: in_force

(a) Before January 1, 2001, this chapter governs only a limited liability company organized: (1) after the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company under Section 33-43-901.3; and (2) before the effective date of this chapter, which elects, as provided by subsection (c), to be governed by this chapter. (b) On and after January 1, 2001, this chapter governs all limited liability companies. (c) Before January 1, 2001, a limited liability company voluntarily may elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this chapter. (d) Before January 1, 2001, this chapter governs only a foreign limited liability company which applies for a certificate of authority (or amended certificate) to transact business in this State after the effective date of this chapter, or which first transacts business in this State after the effective date of this chapter. (e) Notwithstanding any other provision of this chapter, after January 1, 2001, the Secretary of State may commence a proceeding to dissolve a limited liability company under Section 33-44-809, if the company was formed prior to the effective date of this act and its articles of organization are not in conformity with Section 33-44-203. (f) Notwithstanding any other provision of this chapter, after January 1, 2001, the Secretary of State may revoke a foreign limited liability company's certificate of authority under Section 33-44-1006, if the company was granted a certificate of authority prior to the effective date of this act and its latest application for a certificate or amended certificate of authority does not set forth the information required by Section 33-44-1002.
S.C. Code Ann. § 33-47-920 — SC Code / Title 33 / Chapter 47 / Article 11 / Section 33-47-920
SECTION 33-47-920. Vacancies on board of directors.
Status: in_force

When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board by a majority vote shall fill the vacancy unless the bylaws provide for an election of directors by districts. In such a case the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
S.C. Code Ann. § 33-56-110 — SC Code / Title 33 / Chapter 56 / Section 33-56-110
SECTION 33-56-110. Registration of professional solicitor, fund-raising counsel, or commercial co-venturer; application; surety bond; duration of registration; penalties; ineligible persons.
Status: in_force

(A) A person may not act as a professional solicitor, professional fundraising counsel, or commercial co-venturer for a charitable organization subject to the provisions of this chapter without first having registered with the Secretary of State. Registration includes filing of a complete application and filing fee. An application for registration must be in writing under oath or affirmation in the form prescribed by the Secretary of State and accompanied by an annual fee of fifty dollars. (B) The application for a professional solicitor must be signed by its chief executive officer and chief financial officer and certified as true, and must include the following: (1) legal name of the applicant and all other names under which the professional solicitor is known or operates; (2) principal address of the applicant and address of officers and directors of the applicant; (3) list of employees, whether full time, part time, or contract, and their job titles; (4) form of the applicant's business; (5) names, addresses, and titles of all current principal officers, directors, individual owners, or partners, and those for the preceding three years; (6) list of the full names and addresses of each state in which an applicant is registered currently as a professional solicitor or professional fundraising counsel; (7) list of charitable organizations with which an applicant contracted in this State for the previous three years; (8) registration fee of fifty dollars; (9) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners is or has been the subject of a legal or administrative action, including an injunction, concerning a charitable solicitation, fundraising campaign, or campaign with a commercial co-venturer by another local, state, or federal governmental authority including, but not limited to, registration or license revocation or denial, fines, injunctions, suspensions, or voluntary agreement to discontinue any charitable solicitation activity and, if so, a written explanation of those actions; (10) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners has been the subject of a criminal conviction, including guilty or nolo contendere pleas, involving any charitable solicitations act, fraud, dishonesty, false statement, forgery, or theft, including identity theft, in a jurisdiction within the United States and, if so, a description and date of any such conviction; (11) list of individuals who serve as couriers or employees to personally collect contributed funds from solicited parties, as applicable; and (12) statement as to the relationship of any of the officers, directors, trustees, or board members of the professional solicitor to: (a) each other; or (b) a director, officer, agent, or employee of a charitable organization under contract with the professional fundraising counsel or solicitor. (C) The application for an individual professional solicitor employed by a professional solicitor company registered pursuant to subsection (B) must be signed by the applicant and certified as true, and must include the following: (1) legal name and address of the applicant; (2) legal name and address of the applicant's employer; (3) list of the full names and addresses of each state in which an applicant is registered currently as a professional solicitor or professional fundraising counsel; (4) list of charitable organizations with which an applicant contracted in this State for the previous three years; (5) registration fee of fifty dollars; (6) statement as to whether the applicant is or has been the subject of a legal or administrative action, including an injunction, concerning a charitable solicitation, fundraising campaign, or campaign with a commercial co-venturer by another local, state, or federal governmental authority including, but not limited to, registration or license revocation or denial, fines, injunctions, suspensions, or voluntary agreement to discontinue any charitable solicitation activity and, if so, a written explanation of those actions; and (7) statement as to whether the applicant is or has been the subject of a criminal conviction, including guilty or nolo contendere pleas, involving any charitable solicitations act, fraud, dishonesty, false statement, forgery, or theft, including identity theft, in a jurisdiction within the United States and, if so, a description and date of any such conviction. (D) The application for a professional fundraising counsel must be signed by its chief executive officer and chief financial officer and certified as true, and must include the following: (1) legal name of the applicant and all other names under which the professional fundraising counsel is known or operates; (2) principal address of the applicant and address of officers and directors of the applicant; (3) list of employees, whether full time, part time, or contract, and their job titles; (4) form of the applicant's business; (5) names, addresses, and titles of all current principal officers, directors, individual owners, or partners, and those for the preceding three years; (6) list of the full names and addresses of each state in which an applicant is registered currently as a professional fundraising counsel or professional solicitor; (7) list of charitable organizations with which an applicant contracted in this State for the previous three years; (8) registration fee of fifty dollars; (9) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners is or has been the subject of a legal or administrative action, including an injunction, concerning a charitable solicitation, fundraising campaign, or campaign with a commercial co-venturer by another local, state, or federal governmental authority including, but not limited to, registration or license revocation or denial, fines, injunctions, suspensions, or voluntary agreement to discontinue any charitable solicitation activity and, if so, a written explanation of those actions; (10) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners has been the subject of a criminal conviction, including guilty or nolo contendere pleas, involving any charitable solicitations act, fraud, dishonesty, false statement, forgery, or theft, including identity theft, in a jurisdiction within the United States and, if so, a description and date of any such conviction; (11) statement as to the relationship of any of the officers, directors, trustees, or board members to: (a) each other; or (b) a director, officer, agent, or employee of a charitable organization under contract with the professional fundraising counsel. (E) The application for a commercial co-venturer must be signed by its chief executive officer and chief financial officer and certified as true, and must include the following: (1) legal name of the applicant and all other names under which the commercial co-venturer is known or operates; (2) principal address of the applicant and address of officers and directors of the applicant; (3) form of the applicant's business; (4) list of the full names and addresses of each state in which an applicant is registered currently as a commercial co-venturer; (5) list of charitable organizations with which an applicant contracted in this State for the previous three years; (6) registration fee of fifty dollars; (7) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners is or has been the subject of a legal or administrative action, including an injunction, concerning a charitable solicitation, fundraising campaign, or campaign with a commercial co-venturer by another local, state, or federal governmental authority including, but not limited to, registration or license revocation or denial, fines, injunctions, suspensions, or voluntary agreement to discontinue any charitable solicitation activity and, if so, a written explanation of those actions; (8) statement as to whether the applicant, or its directors, principal officers, individual owners, or partners has been the subject of a criminal conviction, including guilty or nolo contendere pleas, involving any charitable solicitations act, fraud, dishonesty, false statement, forgery, or theft, including identity theft, in a jurisdiction within the United States and, if so, a description and date of any such conviction; (9) statement as to the relationship of any of the officers, directors, trustees, or board members to: (a) each other; or (b) a director, officer, agent, or employee of a charitable organization under contract with the commercial co-venturer. (F) At the time of application, a professional solicitor registered pursuant to subsection (B) shall file with and have approved by the Secretary of State a surety bond, and a list of all professional solicitors operating under the bond. The applicant or its employer must be the principal obligor in the sum of fifteen thousand dollars, with one or more sureties that are satisfactory to the Secretary of State and whose liability in the aggregate as the sureties at least equals that sum, and shall maintain the bond in effect so long as a registration is in effect. A deposit of cash in the amount of fifteen thousand dollars may be accepted instead of the bond. The bond shall run to the State of South Carolina for the use of the Secretary of State or his appropriate division and a person who has cause of action against the obligor of the bond for losses resulting from malfeasance, nonfeasance, or misfeasance in the conduct of solicitation activities or any violation of this chapter. A partnership or corporation which is a professional solicitor may file a consolidated bond on behalf of all its members, officers, and employees. (G) Each registration is valid throughout the State for one year and may be renewed for additional one-year periods upon written application under oath in the form prescribed by the Secretary of State and upon payment of the fee prescribed in this chapter. (H) A professional solicitor, professional fundraising counsel, or commercial co-venturer that fails to comply with the provisions of this section is liable for an administrative fine of ten dollars for each day of noncompliance, not to exceed two thousand dollars for each separate violation. (I) A professional solicitor or professional fundraising counsel that has been convicted of or pled guilty or nolo contendere to a crime involving charitable solicitation activities or a felony involving fraud, dishonesty, false statement, forgery, or theft, including identity theft, in a jurisdiction within the United States in the past five years may be ineligible for registration as a professional solicitor or professional fundraising counsel in the State of South Carolina. Effect of Amendment 2014 Act No. 135, SECTION 4, rewrote the section.
S.C. Code Ann. § 33-46-800 — SC Code / Title 33 / Chapter 46 / Article 8 / Section 33-46-800
SECTION 33-46-800. Conversion of existing corporation into telephone cooperative.
Status: in_force

Any corporation organized under the laws of the State of South Carolina for the purpose of providing communications and informational services in rural areas pursuant to Title 33, Chapter 45 may be converted into a telephone cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the requirements of this article.
S.C. Code Ann. § 33-13-240 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-240
SECTION 33-13-240. Share restrictions.
Status: in_force

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for payment for them is received until the proposed corporate action is taken or the restrictions are released under Section 33-13-260. (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
S.C. Code Ann. § 33-38-130 — SC Code / Title 33 / Chapter 38 / Article 1 / Section 33-38-130
SECTION 33-38-130. Definitions.
Status: in_force

(A) The following definitions apply to this chapter: (1) "Benefit corporation" means a domestic corporation that has elected to become subject to this chapter and that has not terminated its status as a benefit corporation pursuant to Section 33-38-220. (2) "Benefit director" means either: (a) the director of the benefit corporation as designated pursuant to Section 33-38-410; or (b) a person with one or more powers, duties, or rights of a benefit director to the extent provided in the articles of incorporation pursuant to Section 33-38-410(D). (3) "Benefit enforcement proceeding" means any claim or action for any of the following: (a) failing to pursue or create the general public benefit or a specific public benefit purpose pursuant to its articles of incorporation; or (b) violating a duty or standard of conduct under this chapter. (4) "Benefit officer" means the officer of the benefit corporation designated as such pursuant to Section 33-38-420. (5) "General public benefit" means a material positive impact on society and the environment taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation. (6) "Independent person" means, with respect to a benefit corporation, a person who does not have any material relationship with the benefit corporation or a subsidiary of the benefit corporation, either directly as a shareholder of the benefit corporation or as a partner, a member, or an owner of a subsidiary of the benefit corporation or indirectly as a director, an officer, a general partner, or a manager of an entity that has a material relationship with the benefit corporation or a subsidiary of the benefit corporation. A person does not have a material relationship solely by virtue of serving as the benefit director or the benefit officer of the benefit corporation or of any subsidiary of the benefit corporation that is itself a benefit corporation. A material relationship between a person and the benefit corporation or any of its subsidiaries is presumed to exist if any of the following apply: (a) the person is, or has been within the last three years, an employee, other than the benefit officer, of the benefit corporation or a subsidiary of the benefit corporation; (b) an immediate family member of the person is, or has been within the last three years, an officer, other than the benefit officer, of the benefit corporation or a subsidiary of the benefit corporation; or (c) the person, or an entity in which the person is a director, an officer, a general partner, or a manager or owns, directly or indirectly, five percent or more of the outstanding equity interests, or owns, directly or indirectly, five percent or more of the outstanding shares of any series or class of stock of the benefit corporation. (7) "Specific public benefit purpose" means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purposes or benefits beyond the strict interest of the shareholders of the benefit corporation, including: (a) providing low-income or underserved individuals, families, or communities with beneficial products, services, or educational opportunities; (b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (c) preserving or improving the environment; (d) improving human health; (e) promoting the arts, sciences, or advancement of knowledge; (f) increasing the flow of capital to entities with a public benefit purpose; or (g) conferring any other particular benefit on society and the environment. (8) "Subsidiary of a person" means an entity in which the person owns, beneficially or of record, fifty percent or more of the outstanding equity interests. (9) "Third-party standard" means a standard for defining, reporting, and assessing corporate, social, and environmental performance that meets all of the following requirements: (a) the standard assesses the effect of the business and its operations upon the interests listed in items (2) through (5) of Section 33-38-400(A); (b) the standard is developed by an entity that is independent of the benefit corporation and satisfies the following: (i) not more than one-third of the members of the governing body of the entity are representatives of an association of businesses operating in a specific industry the performance of whose members is measured by the standard, businesses from a specific industry or an association of businesses in that industry, or businesses whose performance is assessed against the standard; or (ii) the entity is not materially financed by an association or business described in subitem (i) of this item; (c) the standard is developed by a person that satisfies the following: (i) has access to necessary expertise to assess overall corporate, social, and environmental performance; and (ii) uses a balanced multistakeholder approach including a public comment period of at least thirty days to develop the standard; (d) the standard is transparent because the following information about the standard is publicly available: (i) the criteria considered when measuring the overall social and environmental performance of a business, as well as the relative weightings of those criteria; and (ii) the process for the development and revision of the standard, including: (A) the identity of the directors, officers, any material owners, and the governing body of the entity that developed and controls revisions to the standard; (B) the process by which revisions to the standard and changes to the membership of the governing body are made; and (C) an accounting of the sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest. (B) For purposes of the definitions of "independent person" and "subsidiary of a person" in subsection (A) of this section, a percentage of ownership in an entity must be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
S.C. Code Ann. § 33-38-440 — SC Code / Title 33 / Chapter 38 / Article 4 / Section 33-38-440
SECTION 33-38-440. Benefit enforcement proceedings.
Status: in_force

(A) The duties of directors under this chapter may be enforced only in a benefit enforcement proceeding. A person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (1) failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or (2) violation of a duty or standard of conduct under this chapter. (B) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. (C) A benefit enforcement proceeding may be commenced or maintained by only the following: (1) directly, by the benefit corporation; or (2) derivatively, by any of the following: (a) a shareholder; (b) a director; (c) a person or group of persons that owns, beneficially or of record, five percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary; or (d) other persons specified in the articles of incorporation or bylaws of the benefit corporation. (D) A benefit enforcement proceeding commenced or maintained derivatively under item (2) of subsection (C) of this section as provided by law is subject to the requirements applicable to derivative proceedings, except that such requirements may be interpreted to reflect that a benefit enforcement proceeding may be commenced and maintained by those persons listed in item (2) of subsection (B) of this section.
S.C. Code Ann. § 33-42-430 — SC Code / Title 33 / Chapter 42 / Article 3 / Section 33-42-430
SECTION 33-42-430. Liabilities to third parties.
Status: in_force

(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, he is liable only to persons who transact business with the limited partnership with actual knowledge of his participation in control. (b) A limited partner does not participate in the control of the business within the meaning of subsection (a) solely by doing one or more of the following: (1) being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation; (2) consulting with and advising a general partner with respect to the business of the limited partnership; (3) acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership; (4) taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership; (5) requesting or attending a meeting of partners; (6) proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters: (i) the dissolution and winding up of the limited partnership; (ii) the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership; (iii) the incurrence of indebtedness by the limited partnership other than in the ordinary course of its business; (iv) a change in the nature of the business; (v) the admission or removal of a general partner; (vi) the admission or removal of a limited partner; (vii) a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners; (viii) an amendment to the partnership agreement or certificate of limited partnership; (7) winding up the limited partnership pursuant to SECTION 33-42-1430; or (8) exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection (b). (c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership. (d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by SECTION 33-42-30(2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
S.C. Code Ann. § 33-44-603 — SC Code / Title 33 / Chapter 44 / Article 6 / Section 33-44-603
SECTION 33-44-603. Effect of member's dissociation.
Status: in_force

Upon a member's dissociation: (1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under Article 7; (2) in a term company, if the company: (a) dissolves and winds up its business on or before the expiration of its specified term, Article 8 applies to determine the dissociated member's rights to distributions; (b) does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under Article 7 on the date of the expiration of the term specified at the time of the member's dissociation; (3) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in Section 33-44-803, and the member ceases to be a member and is treated the same as a transferee of a member; (4) the member's duty of loyalty under Section 33-44-409(b)(3) terminates; and (5) the member's duty of loyalty under Section 33-44-409(b)(1) and (2) and duty of care under Section 33-44-409(c) continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 33-44-803.
S.C. Code Ann. § 33-31-1515 — SC Code / Title 33 / Chapter 31 / Article 15 / Section 33-31-1515
SECTION 33-31-1515. Notice of change of principal office.
Status: in_force

If a foreign corporation changes the location of its principal office, then within thirty days of the date of the change the corporation shall file a notice of change of principal office with the Secretary of State. The notice of change shall set forth: (1) the name of the corporation; and (2) the current street address, with zip code, of the corporation's principal office and the address of the former principal office.
S.C. Code Ann. § 33-49-40 — SC Code / Title 33 / Chapter 49 / Article 1 / Section 33-49-40
SECTION 33-49-40. Acknowledgments.
Status: in_force

No person who is authorized to take acknowledgments under the laws of this State shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party by reason of being an officer, director or member of such cooperative.
S.C. Code Ann. § 33-39-70 — SC Code / Title 33 / Chapter 39 / Article 1 / Section 33-39-70
SECTION 33-39-70. Tax credit for nondeductible losses arising from sale and other disposition of securities of corporation.
Status: in_force

Any stockholder, member or other holder of any securities, evidences of indebtedness or shares of the capital stock of the corporation who realizes a loss from the sale, redemption or other disposition of any securities, evidences of indebtedness or shares of the capital stock of the corporation, including any such loss realized on a partial or complete liquidation of the corporation, and who is not entitled to deduct such loss in computing any of such stockholder's, member's or other holder's taxes to the State shall be entitled to credit against any taxes subsequently becoming due to the State from such stockholder, member or other holder a percentage of such loss equivalent to the highest rate of tax assessed for the year in which the loss occurs upon mercantile and business corporations.
S.C. Code Ann. § 33-41-50 — SC Code / Title 33 / Chapter 41 / Article 1 / Section 33-41-50
SECTION 33-41-50. Rules for cases not provided for.
Status: in_force

In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
S.C. Code Ann. § 33-31-1432 — SC Code / Title 33 / Chapter 31 / Article 14 / Section 33-31-1432
SECTION 33-31-1432. Receivership or custodianship.
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate or one or more custodians to manage the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this State as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) the receiver may: (i) dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; however, the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (ii) sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of the corporation, its members, and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. (e) The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
S.C. Code Ann. § 33-49-830 — SC Code / Title 33 / Chapter 49 / Article 9 / Section 33-49-830
SECTION 33-49-830. Consolidation of cooperatives.
Status: in_force

Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative," may consolidate into a new 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 shall be first approved by the board of trustees 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 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 cooperative and the address of its principal office, (c) the names and addresses of the persons who shall constitute the first board of trustees 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 in respect of such converted memberships and (e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the new cooperative. (2) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall 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 shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at such meeting. (3) Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this chapter.
S.C. Code Ann. § 33-11-102 — SC Code / Title 33 / Chapter 11 / Section 33-11-102
SECTION 33-11-102. Share exchange.
Status: in_force

(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 33-11-103, approve the exchange. (b) The plan of exchange must set forth the: (1) name of the corporation whose shares will be acquired and the name of the acquiring corporation; (2) terms and conditions of the exchange; (3) manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part. (c) The plan of exchange may set forth other provisions relating to the exchange. (d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
S.C. Code Ann. § 33-6-250 — SC Code / Title 33 / Chapter 6 / Article 2 / Section 33-6-250
SECTION 33-6-250. Form and content of certificates.
Status: in_force

(a) Shares may be represented by certificates, but need not be so represented, subject to the provisions of Section 33-6-260(a). Unless Chapters 1 through 20 of this Title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum, each share certificate must state on its face: (1) the name of the issuing corporation and that it is organized under the laws of this State; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, the certificate represents. (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. (d) Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile. (e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
S.C. Code Ann. § 33-36-1340 — SC Code / Title 33 / Chapter 36 / Article 8 / Section 33-36-1340
SECTION 33-36-1340. Election of commissioners.
Status: in_force

(A) On the first Tuesday following the first Monday in November in the year immediately following the year of the resolution, the voters shall elect commissioners for all seats on the district's governing body. Candidates must file a statement of intention of candidacy with the entity charged by law with conducting the election. Except for the initial election of commissioners as provided in subsection (B), all commissioners must be elected on an at-large basis for terms of four years with terms staggered so that a simple majority of the commissioners are elected in the next ensuing general election year, and the remaining commissioners are elected at the next following general election. The terms of office of commissioners whose seats are subject to contest in general election shall expire fourteen days following the general election. (B) For the initial election of commissioners, all seats are considered vacant. From among the commissioners elected in the initial election, a simple majority thereof shall serve terms which expire fourteen days following the general election held two years after the initial election. Those commissioners entitled to serve the initial four-year terms are those commissioners equal in number to a simple majority of the membership who received the highest number of votes cast in the initial election. The remaining commissioners shall serve terms which expire fourteen days following the general election held the year following the initial election. (C) The county election commission is charged with conducting and supervising the elections for commissioners in the manner governed by the election laws of this State, mutatis mutandis. Vacancies must be filled in the manner provided in Section 7-13-190.
S.C. Code Ann. § 33-7-260 — SC Code / Title 33 / Chapter 7 / Article 2 / Section 33-7-260
SECTION 33-7-260. Action by single and multiple voting groups.
Status: in_force

(a) If the articles of incorporation or Chapters 1 through 20 of this Title provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 33-7-250. (b) If the articles of incorporation or Chapters 1 through 20 of this Title provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 33-7-250. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
S.C. Code Ann. § 33-14-300 — SC Code / Title 33 / Chapter 14 / Article 3 / Section 33-14-300
SECTION 33-14-300. Grounds for judicial dissolution.
Status: in_force

The circuit courts may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that the corporation: (i) obtained its articles of incorporation through fraud; or (ii) has continued to exceed or abuse the authority conferred upon it by law; (2) in a proceeding by a shareholder if it is established that: (i) the directors or those in control of the corporation are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, fraudulent, oppressive, or unfairly prejudicial either to the corporation or to any shareholder (whether in his capacity as a shareholder, director, or officer of the corporation); (iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; (iv) the corporate assets are being misapplied or wasted; (v) the corporation has abandoned its business and has failed, within a reasonable time, to dissolve, to liquidate its affairs, or to distribute its remaining property among its shareholders; or (vi) the corporation's period of duration stated in its articles of incorporation has expired; (3) in a proceeding by a creditor if it is established that: (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
S.C. Code Ann. § 33-19-260 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-260
SECTION 33-19-260. Court costs and fees of experts.
Status: in_force

(a) The court in an appraisal proceeding commenced under Section 33-19-250 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. The court may assess costs against the selling shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously, or not in good faith in refusing to accept the corporation's offer. (b) The court may assess the fees and expenses of counsel and experts for the selling shareholder against the corporation and in favor of the selling shareholder if the court finds that the fair value of his shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
S.C. Code Ann. § 33-31-727 — SC Code / Title 33 / Chapter 31 / Article 7 / Section 33-31-727
SECTION 33-31-727. Corporation's acceptance of votes.
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) the member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and (4) in the case of a mutual benefit corporation: (i) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (ii) the name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. Subarticle C Voting Agreements
S.C. Code Ann. § 33-39-410 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-410
SECTION 33-39-410. Who may become members, stockholders or bondholders.
Status: in_force

Notwithstanding any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures, (a) all domestic corporations organized for the purpose of carrying on business within this State, including without implied limitation any public utility companies and insurance and casualty companies, foreign corporations licensed to do business in the State and all trusts may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of such stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the State; (b) all financial institutions may become members of the corporation and make loans to the corporation as provided in this chapter; (c) a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation; and (d) each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of such stock to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the State; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten per cent of the loan limit of such member. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
S.C. Code Ann. § 33-1-220 — SC Code / Title 33 / Chapter 1 / Article 2 / Section 33-1-220
SECTION 33-1-220. 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 to him for filing: (b) The Secretary of State shall collect a fee of ten dollars each time process is served on him under Chapters 1 through 20 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. (d) Before filing any of the following documents, the Secretary of State shall collect the following taxes that must be remitted to the State Treasurer for use of the State: (1) articles of incorporation, one hundred dollars plus the minimum license fee imposed pursuant to Chapter 19 of Title 12; (2) amendment to articles of incorporation, one hundred dollars; (3) articles of merger or share exchange, one hundred dollars; (4) application by a foreign corporation for a certificate of authority to do business in South Carolina, one hundred dollars plus the minimum license fee imposed pursuant to Chapter 19 of Title 12; (5) amendment by a foreign corporation of its certificate of authority, one hundred dollars; (6) articles of conversion pursuant to either Section 33-11-111 or Section 33-11-113, one hundred dollars; (7) articles of domestication pursuant to Section 33-9-100, one hundred dollars.
S.C. Code Ann. § 33-56-40 — SC Code / Title 33 / Chapter 56 / Section 33-56-40
SECTION 33-56-40. Children's Trust Fund of South Carolina exempt from fee.
Status: in_force

The Children's Trust Fund of South Carolina as established by Section 63-11-910 is required to register with the Secretary of State but is not required to pay the annual registration fee provided for in Section 33-56-30. Code Commissioner's Note At the direction of the Code Commissioner, the reference to SECTION 20-7-5010 was changed to SECTION 63-11-910 in accordance with 2008 Act No. 361 (Children's Code).
S.C. Code Ann. § 33-57-140 — SC Code / Title 33 / Chapter 57 / Section 33-57-140
SECTION 33-57-140. Standards for raffles.
Status: repealed

(A) Except for fifty-fifty raffles, no less than ninety percent of the net receipts of a raffle authorized pursuant to this chapter must be used for the charitable purpose of the nonprofit organization. (B) No receipts of a raffle shall be used for any expenditure or activity which would subject an organization exempt from taxation under Internal Revenue Code Section 501(c)(3) or its managers to revocation of its tax-exempt status or excise taxes under the Internal Revenue Code, including directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office or engaging in an excess benefit transaction with a person who would be a disqualified person if the nonprofit organization were exempt from taxation under Internal Revenue Code Section 501(c)(3). (C) A nonprofit organization shall not enter into a contract with any person to have that person operate raffles on behalf of the nonprofit organization. (D)(1) A nonprofit organization shall not lend its name nor allow its identity to be used by any person in the operating or advertising of a raffle in which the nonprofit organization is not directly and solely operating the raffle. (2) No person shall purchase or lease the name of a nonprofit organization for the purpose of conducting a raffle. (3) Nothing in this section, however, shall prohibit two or more qualified nonprofit organizations from participating together to conduct a raffle. (E) A nonprofit organization conducting a raffle may advertise the event. An advertisement, in whatever form, for a raffle must name, within the advertisement, the nonprofit organization sponsoring the event, the charitable purposes for which the net receipts shall be used, and a statement of the proportion of the gross receipts of all raffles conducted by the nonprofit organization in the most recent two years in which the nonprofit organization conducted raffles which were not applied to charitable purposes. (F)(1) A raffle shall be conducted only by a qualified and authorized nonprofit organization through its directors, bona fide employees, and unpaid volunteers none of whom shall receive compensation for their services in conducting the raffle, except that bona fide employees of a nonprofit organization may receive their regular and ordinary compensation. (2) Except as otherwise provided in this chapter, no member, director, officer, employee, or agent of a nonprofit organization, a member of the family of any of those persons, or an entity in which a person described in the previous two categories holds a thirty-five percent ownership interest is allowed to receive any direct or indirect economic benefit from the operation of the raffle other than being able to participate in the raffle on a basis equal to all other participants, except that bona fide employees may receive reasonable compensation for services rendered in furthering the charitable purposes of the nonprofit organization from raffle proceeds. (3) Food and beverages served to and consumed by volunteers or staff of the sponsoring organization during a raffle are not compensation. (4) Bona fide employees, for purposes of this section, do not include an employee whose compensation is based, in whole or in part, on the amount raised in gross or net receipts from a raffle operated by the nonprofit organization or whose job duties are significantly related to the conduct of raffles. (G) A nonprofit organization shall not conduct raffles through any agent or third party, and shall not pay anything of value to any person for any services performed in relation to operating or conducting a nonprofit raffle except the usual and regular compensation of bona fide employees. Rental of raffle equipment from a third party and the hiring of a person to operate equipment, so long as the expense is reasonable, are not considered conducting a raffle by a third party. (H) Noncash prizes shall not be redeemed for money from the nonprofit organization or from any other entity that redeems noncash prizes awarded by raffles for money in the ordinary course of business. (I) No raffle drawing event shall be held on Christmas Day. (J) Raffle drawings must be conducted in accordance with local building and fire code regulations. (K) The provisions of this chapter are not intended and shall not be construed to allow the operation or play of raffles through electronic gambling devices, or machines, slot machines, video poker or similar electronic play devices and do not amend or alter in any manner the prohibitions on video poker or similar electronic play devices in Chapter 21, Title 12 or Chapter 19, Title 16. (L) An individual prize awarded to each winner in a raffle shall not exceed a maximum fair market value of eighty thousand dollars. No real property shall be offered as a prize in a raffle. For each raffle event, the total fair market value of all prizes offered by any nonprofit organization shall not exceed three hundred thousand dollars. (M) The purchase price for a raffle ticket may not exceed three hundred dollars. Editor's Note 2013 Act No. 11, SECTION 5, provides as follows: "SECTION 5. The provisions of this act become effective thirty days after ratification of an amendment to Section 7, Article XVII of the Constitution of this State allowing its terms as proposed to the qualified electors of this State at the 2014 General Election." 2015 Act No. 3, SECTION 1, eff March 5, 2015, provides in part as follows: "SECTION 1. The amendment to Article XVII of the Constitution of South Carolina, 1895, prepared under the terms of Joint Resolution 102 of 2013, having been submitted to the qualified electors at the General Election of 2014 as prescribed in Section 1, Article XVI of the Constitution of South Carolina, 1895, and a favorable vote having been received on the amendment, is ratified and declared to be a part of the Constitution so that Section 7 of Article XVII is amended to read: [text of amendment follows]." 2020 Act No. 148, SECTION 3.B., provides as follows: "[SECTION 3.]B. This SECTION takes effect upon approval by the Governor [September 28, 2020]. The provisions of Chapter 57, Title 33 of the 1976 Code, as they existed on June 30, 2020, are reenacted. The reenactment discharges, releases, and extinguishes any penalty, forfeiture, or liability incurred after July 1, 2020, but before the effective date of this SECTION. This SECTION shall continue to apply until such time as Chapter 57, Title 33, or parts thereof, are otherwise repealed, mutatis mutandis." Effect of Amendment 2018 Act No. 192, SECTION 2, in (M), substituted "three hundred dollars" for "one hundred dollars". 2020 Act No. 148, SECTION 1, in (L), in the first sentence, substituted "eighty thousand dollars" for "forty thousand dollars", and in the third sentence, substituted "three hundred thousand dollars" for "two hundred fifty thousand dollars".
S.C. Code Ann. § 33-44-1104 — SC Code / Title 33 / Chapter 44 / Article 11 / Section 33-44-1104
SECTION 33-44-1104. Expenses.
Status: in_force

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received.
S.C. Code Ann. § 33-31-126 — SC Code / Title 33 / Chapter 31 / Article 1 / Section 33-31-126
SECTION 33-31-126. Appeal from Secretary of State's refusal to file document.
Status: in_force

(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the court of common pleas for Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings.
S.C. Code Ann. § 33-31-303 — SC Code / Title 33 / Chapter 31 / Article 3 / Section 33-31-303
SECTION 33-31-303. Emergency powers.
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so. (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (e) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee, or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.
S.C. Code Ann. § 33-19-600 — SC Code / Title 33 / Chapter 19 / Article 7 / Section 33-19-600
SECTION 33-19-600. Annual report.
Status: in_force

The annual report required by Section 33-16-220 for each domestic professional corporation and for each foreign professional corporation authorized to transact business in this State must include a statement that all of its shareholders, not less than one-half of its directors, and all of its officers other than its secretary and treasurer, if any, are qualified persons with respect to the corporation.
S.C. Code Ann. § 33-13-250 — SC Code / Title 33 / Chapter 13 / Article 2 / Section 33-13-250
SECTION 33-13-250. Payment.
Status: in_force

(a) Except as provided in Section 33-13-270, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who substantially complied with Section 33-13-230 the amount the corporation estimates to be the fair value of his shares, plus accrued interest. (b) The payment must be accompanied by: (1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) a statement of the corporation's estimate of the fair value of the shares and an explanation of how the fair value was calculated; (3) an explanation of how the interest was calculated; (4) a statement of the dissenter's right to demand additional payment under Section 33-13-280; and (5) a copy of this chapter.
S.C. Code Ann. § 33-19-140 — SC Code / Title 33 / Chapter 19 / Article 2 / Section 33-19-140
SECTION 33-19-140. Prohibited activities.
Status: in_force

(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation. (b) Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment.
S.C. Code Ann. § 33-31-601 — SC Code / Title 33 / Chapter 31 / Article 6 / Section 33-31-601
SECTION 33-31-601. Admission.
Status: in_force

(a) The articles or bylaws may establish criteria or procedures for the admission of members. (b) No person may be admitted as a member without his consent.
S.C. Code Ann. § 33-39-460 — SC Code / Title 33 / Chapter 39 / Article 5 / Section 33-39-460
SECTION 33-39-460. Loans to corporation by members.
Status: in_force

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions: (1) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section. (2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed ten times the amount then paid in on the outstanding capital stock of the corporation. (3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in capital stock of the corporation then held by such member, shall not exceed (a) twenty per cent of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding amounts validly called for loan but not yet loaned, or (b) the following limits, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or, in the case of an insurance company, its last annual statement to the director of the Department of Insurance or his designee: (i) two per cent of the capital and surplus of commercial banks and trust companies, (ii) one per cent of the total outstanding loans made by a building and loan association, provided, however, that any business development corporation created pursuant to this chapter may in its charter or by appropriate amendment thereto provide that the loan limit of a building and loan association member shall be only one half of one per cent of the total outstanding loans made by such building and loan association member, (iii) one per cent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies, (iv) one per cent of the unassigned surplus of mutual insurance companies, except fire insurance companies, (v) one tenth of one per cent of the assets of fire insurance companies and (vi) such limits as may be approved by the board of directors of the corporation for other financial institutions. (4) Subject to item (3) (a) of this section, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call. (5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes or other evidences of indebtedness of the corporation which shall be freely transferable at all times and which shall bear interest at a rate of not less than one quarter of one per cent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans. (6) A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to the withdrawal of the member.
S.C. Code Ann. § 33-45-200 — SC Code / Title 33 / Chapter 45 / Section 33-45-200
SECTION 33-45-200. Other associations may accept benefits of chapter.
Status: in_force

All cooperative corporations, associations or companies which were organized and doing business under the corporation statutes of this State or had attempted so to organize and so to do business prior to March 21, 1915 shall have the benefit of all the provisions of this chapter and shall be bound thereby on filing with the Secretary of State a written declaration signed and sworn to by the president and secretary to the effect that such cooperative company or association has, by a majority vote of its stockholders, decided to accept the benefits of, and to be bound by, the provisions of this chapter. No association organized under this chapter shall be required to do or to perform anything not specially required herein in order to become a corporation or to continue its business as such.
S.C. Code Ann. § 33-19-250 — SC Code / Title 33 / Chapter 19 / Article 3 / Section 33-19-250
SECTION 33-19-250. Court action to appraise shares.
Status: in_force

(a) If the selling shareholder does not accept the professional corporation's offer under Section 33-19-240(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of his shares. (b) The corporation or selling shareholder shall commence the proceeding in the circuit court of the county where the corporation's principal office or, if none in this State, its registered office is located. The corporation shall make the selling shareholder a party to the proceeding as in an action against his shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. (c) The court may appoint appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the power described in the order appointing them or in any amendment to it. (d) The selling shareholder is entitled to judgment for the fair value of his shares determined by the court as of the date of death, disqualification, or transfer or termination together with interest from that date at a rate found by the court to be fair and equitable. (e) The court may specify the terms of the purchase in the order of judgment 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, a covenant not to compete or other restriction on the selling shareholder, and release or indemnification from any guarantees of obligations of the professional corporation made by the selling shareholder or his predecessor in interest. (f) The court shall require the selling shareholder to deliver all his shares to the purchaser upon receipt of the purchase price or, if an installment purchase is ordered, upon receipt of the first installment of the purchase price. (g) 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 professional corporation or other purchases to complete the purchase justify a modification.
S.C. Code Ann. § 33-12-102 — SC Code / Title 33 / Chapter 12 / Section 33-12-102
SECTION 33-12-102. Sale of assets other than in regular course of business.
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized, the: (1) board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) shareholders entitled to vote must approve the transaction. (c) The board of directors may condition its submission of the proposed transaction on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction. (e) Unless the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote than that specified by this subsection or the articles of incorporation or a vote by voting groups, the transaction to be authorized must be approved by two-thirds of all the votes entitled to be cast on the transaction. (f) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (e) and may require a vote by voting groups, but the required vote must be at least a majority of all the votes entitled to be cast on the transaction. (g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action. (h) A transaction that constitutes a distribution is governed by Section 33-6-400 and not by this section.
S.C. Code Ann. § 33-44-108 — SC Code / Title 33 / Chapter 44 / Article 1 / Section 33-44-108
SECTION 33-44-108. Designated office and agent for service of process.
Status: in_force

(a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain in this State: (1) an office, which need not be a place of business in this State; and (2) an agent and street address of the agent for service of process on the company. (b) An agent must be an individual resident of this State, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in this State.
S.C. Code Ann. § 33-15-106 — SC Code / Title 33 / Chapter 15 / Article 1 / Section 33-15-106
SECTION 33-15-106. Corporate name of foreign corporation.
Status: reserved

(a) Except as authorized by subsection (f), if the corporate name of a foreign corporation does not satisfy the requirements of Section 33-4-101, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may: (1) add "corporation", "incorporated", "company", or "limited" or the abbreviation "corp.", "inc.", "co.", or "ltd." to its corporate name for use in this State; or (2) use a fictitious name 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 board of directors, certified by its secretary, adopting the fictitious name which includes one or more of the words or abbreviations in item (1) of this subsection. (b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from: (1) the corporate name of a corporation incorporated or authorized to transact business in this State; (2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103; (3) the fictitious name of another foreign corporation authorized to transact business in this State; and (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. (d) A foreign corporation may use in this State the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation has: (1) merged with the other corporation; (2) been formed by reorganization of the other corporation; or (3) acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of Section 33-4-101, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of Section 33-4-101 and obtains an amended certificate of authority under Section 33-15-104. (f) If any foreign corporation authorized to transact business in South Carolina had filed, prior to the effective date of Chapters 1 thru 20 of this title, a certificate with the Secretary of State adopting an assumed name pursuant to Section 33-5-35 in Section 2 of Act 146 of 1981 which does not meet the requirements of either Section 33-4-101(a) and (b) or Section 33-15-106(a) through (e) of Chapters 1 thru 20 of this title, it may continue to use the assumed name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of Chapters 1 thru 20 of this title and, if necessary to meet them, must be adopted by an amended certificate of authority under Section 33-15-104. If any filed assumed name does not meet the requirements of Section 33-4-101(a) and (b), but does meet the requirements of this section, the corporation may continue to use the name in this State as its name and is not required to file the certificate mentioned in item (2) of subsection (a) of this section.
S.C. Code Ann. § 33-14-220 — SC Code / Title 33 / Chapter 14 / Article 2 / Section 33-14-220
SECTION 33-14-220. Reinstatement following administrative dissolution.
Status: in_force

(a) A corporation dissolved administratively under Section 33-14-210 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must: (1) recite the name of the corporation and the effective date of its administrative dissolution; (2) state that the grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of Section 33-4-101; and (4) contain a certificate from the South Carolina Department of Revenue reciting that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the corporation. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
S.C. Code Ann. § 33-31-841 — SC Code / Title 33 / Chapter 31 / Article 8 / Section 33-31-841
SECTION 33-31-841. Duties and authority of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
S.C. Code Ann. § 33-18-150 — SC Code / Title 33 / Chapter 18 / Article 2 / Section 33-18-150
SECTION 33-18-150. Exercise of compulsory purchase right.
Status: in_force

(a) A person entitled and desiring to exercise the compulsory purchase right described in Section 33-18-140 must deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares. (b) Within twenty days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than forty days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice. (c) The corporation must deliver a purchase offer to the person requesting it within seventy-five days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person must accept the purchase offer in writing within fifteen days after receiving it or the offer is rejected. (d) A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one class or series of shares, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase. (e) If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the buyer is entitled to commence a proceeding for dissolution under Section 33-18-160.
S.C. Code Ann. § 33-44-402 — SC Code / Title 33 / Chapter 44 / Article 4 / Section 33-44-402
SECTION 33-44-402. Member's liability for contributions.
Status: in_force

(a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a member does not make the required contribution of property or services, the member is obligated at the option of the company to contribute money equal to the value of that portion of the stated contribution which has not been made. (b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a), and without notice of any compromise under Section 33-44-404(c)(5), may enforce the original obligation.
S.C. Code Ann. § 33-39-610 — SC Code / Title 33 / Chapter 39 / Article 7 / Section 33-39-610
SECTION 33-39-610. Management of corporation.
Status: in_force

The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer and such other officers and such agents as the corporation by its bylaws shall authorize.
S.C. Code Ann. § 33-36-1060 — SC Code / Title 33 / Chapter 36 / Article 6 / Section 33-36-1060
SECTION 33-36-1060. Notice of winding up proceedings.
Status: in_force

Upon the filing of the certificate of dissolution by the Secretary of State, the board immediately shall cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the corporation is located.
S.C. Code Ann. § 33-45-190 — SC Code / Title 33 / Chapter 45 / Section 33-45-190
SECTION 33-45-190. Annual report to Commissioner of Agriculture.
Status: in_force

Every association organized under the terms of this chapter shall, annually on or before the first day of January each year, make a report to the Commissioner of Agriculture. Such report shall contain: (1) The name of the association; (2) Its principal place of business; and (3) Generally a statement as to its business showing (a) total amount of business transacted, (b) amount of capital stock subscribed for and paid in, (c) number and names of stockholders, (d) total expenses of operation, (e) amount of indebtedness or liabilities and (f) its profits and losses. This annual report to the Commissioner of Agriculture shall be for his confidential information.
S.C. Code Ann. § 33-36-290 — SC Code / Title 33 / Chapter 36 / Article 2 / Section 33-36-290
SECTION 33-36-290. Effect of irregularity in complying with provisions of chapter.
Status: in_force

An irregularity in complying with the provisions of this chapter does not vitiate the incorporation until a direct proceeding to set aside and annul the charter is instituted by the proper authorities of the State. All acts done and contracts entered into have the same force and effect as if no irregularity had existed.