reglab/housing_qa huggingface dataset:
SC Code § 33-31-1106 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1106. Merger with foreign corporation.

 (a) Except as provided in Section 33-31-1102, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:  (1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;  (2) the foreign corporation complies with Section 33-31-1104 if it is the surviving corporation of the merger; and  (3) each domestic nonprofit corporation complies with the applicable provisions of Sections 33-31-1101 through 33-31-1103 and, if it is the surviving corporation of the merger, with Section 33-31-1104.  (b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1107 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1107. Bequests, devises, and gifts not affected by merger.

 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1201 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1201. Sale of assets in regular course of activities and mortgage of assets.

 (a) A corporation, on the terms and conditions and for the consideration determined by the board of directors, may:  (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or  (2) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.  (b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) is not required.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1301 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1301. Prohibited distributions.

 Except as authorized by Section 33-31-1302, a corporation may not make any distributions.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1302 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1302. Authorized distributions.

 (a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:  (1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and  (2) the corporation's total assets would at least equal the sum of its total liabilities.  (b) Corporations may make distributions upon dissolution in conformity with Sections 33-31-1401 through 33-31-1440 of this chapter.  (c) The board of directors may base a determination that a distribution is not prohibited under subsection (a) either on financial statements prepared on the basis of accounting practices and principals that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1401 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1401. Dissolution by incorporators.

 (a) The incorporators of a corporation that has no members and that does not yet have initial directors, upon written consents signed by a majority of the incorporators, or through a vote of a majority of the incorporators at a meeting of the incorporators, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the Secretary of State articles of dissolution.  (b) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1402 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1402. Dissolution by directors, members, and third persons.

 (a) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, dissolution is authorized if it is approved:  (1) by the board;  (2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and  (3) in writing by any person whose approval is required by a provision of the articles authorized by Section 33-31-1030 for an amendment to the articles or bylaws.  (b) If the corporation does not have members or has no members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which approval is to be obtained in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  (c) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 33-31-705. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  (d) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.  (e) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.  (f) Before the Secretary of State may accept for filing articles of dissolution of an existing nonprofit organization executed by a person authorized by this section to take such action either in his own right under appropriate authority or on behalf of the board or other entity or group, the Secretary of State shall require this person to attach an affidavit to the filing when the person under oath subject to a penalty of perjury certifies that he holds the requisite authority to take such action.  HISTORY: 1994 Act No. 384, Section 1; 2010 Act No. 220, Section 1, eff June 8, 2010.  Effect of Amendment  The 2010 amendment added subsection (f) relating to an affidavit of authority to file articles of dissolution.
SC Code § 33-31-1403 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1403. Notices to the Attorney General.

 (a) A nonprofit organization shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. The nonprofit organization shall submit to the Secretary of State copies of all documents provided to the Attorney General at the time of the filing of the articles of dissolution.  (b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier.  (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.  HISTORY: 1994 Act No. 384, Section 1; 2010 Act No. 220, Section 2, eff June 8, 2010.  Effect of Amendment  The 2010 amendment rewrote subsection (a).
SC Code § 33-31-1404 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1404. Articles of dissolution.

 (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:  (1) the name of the corporation;  (2) the date dissolution was authorized;  (3) a statement that dissolution was approved by a sufficient vote of the board, or incorporators if dissolution is pursuant to Section 33-31-1401;  (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;  (5) if approval by members was required:  (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and  (ii) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;  (6) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1402(a)(3), a statement that the approval was obtained; and  (7) if the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by Section 33-31-1403(a) has been given.  (b) A corporation is dissolved upon the effective date of its articles of dissolution.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1405 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1405. Revocation of dissolution.

 (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.  (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.  (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) the name of the corporation;  (2) the effective date of the dissolution that was revoked;  (3) the date that the revocation of dissolution was authorized;  (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;  (5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) if member or third person action was required to revoke the dissolution, the information required by Section 33-31-1404(a)(5) and (6).  (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1406 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1406. Effect of dissolution.

 (a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:  (1) preserving and protecting its assets and minimizing its liabilities;  (2) discharging or making provision for discharging its liabilities and obligations;  (3) disposing of its properties that will not be distributed in kind;  (4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;  (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;  (6) if the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:  (i) to one or more entities described in Section 501(c)(3) of the Internal Revenue Code, to the United States, to a state, or to a political subdivision of the United States or a state, for a public purpose, or pursuant to court order to another organization to be used in such manner as in the judgment of the court will accomplish the general purposes for which the dissolved corporation was organized, for one or more exempt purposes; or  (ii) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations or to one or more of the entities described in (i) above;  (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and  (8) doing every other act necessary to wind up and liquidate its assets and affairs.  (b) Dissolution of a corporation does not:  (1) transfer title to the corporation's property;  (2) subject its directors or officers to standards of conduct different from those prescribed in Sections 33-31-801 through 33-31-858;  (3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (4) prevent commencement of a proceeding by or against the corporation in its corporate name;  (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (6) terminate the authority of the registered agent.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1407 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1407. Known claims against dissolved corporation.

 (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.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1408 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1408. Unknown claims against dissolved corporation.

 (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.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1420 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1420. Grounds for administrative dissolution.

 The Secretary of State may commence a proceeding under Section 33-31-1421 to administratively dissolve a corporation if the:  (1) corporation does not deliver a report of change of principal office when due;  (2) corporation is without a registered agent or registered office in this State;  (3) corporation does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;  (4) corporation's period of duration, if any, stated in its articles of incorporation expires; or  (5) corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1421 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1421. Procedure for and effect of administrative dissolution.

 (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.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1422 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1422. Reinstatement following administrative dissolution.

 (a) A corporation administratively dissolved under Section 33-31-1421 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:  (1) recite the name of the corporation and the effective date of its administrative dissolution;  (2) state that the ground or grounds for dissolution either did not exist or have been eliminated;  (3) state that the corporation's name satisfies the requirements of Section 33-31-401.  (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Section 33-31-504.  (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.  HISTORY: 1994 Act No. 384, Section 1.