reglab/housing_qa huggingface dataset:
SC Code § 33-15-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-101. Authority to transact business required.

 (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.  (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):  (1) maintaining, defending, or settling a proceeding;  (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;  (3) maintaining bank accounts;  (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;  (5) selling through independent contractors;  (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;  (7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;  (8) securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts;  (9) owning, without more, real or personal property;  (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;  (11) transacting business in interstate commerce;  (12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State; or  (13) owning, without more, an interest in a limited liability company organized or transacting business in this State.  (c) The list of activities in subsection (b) is not exhaustive.  HISTORY: Derived from 1976 Code Section 33-23-10 [1962 Code Section 12-23.1; 1952 Code Section 12-701; 1942 Code Section 7764; 1932 Code Section 7764; Civ. C. '22 Section 4028; Civ. C. '12 Section 2664; Civ. C. '02 Section 1779; R. S. 1465; 1893 (21) 409; 1904 (24) 436; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1990 Act No. 446, Section 12004 Act No. 221, Section 21.
SC Code § 33-15-102 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-102. Consequences of transacting business without authority.

 (a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding in any court in this State until it obtains a certificate of authority.  (b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this State until the foreign corporation or its successor obtains a certificate of authority.  (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.  (d) A foreign corporation is liable for a civil penalty of ten dollars for each day but not to exceed a total of one thousand dollars for each year it transacts business in this State without a certificate of authority. The Attorney General may collect all penalties due under this subsection.  (e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State.  HISTORY: Derived from 1976 Code Section 33-23-140 [1962 Code Section 12-23.14; 1962 (52) 1996; Reenacted 1984 Act No. 494, Section 1; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-103 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-103. Application for certificate of authority.

 (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:  (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporation name that satisfies the requirements of Section 33-15-106;  (2) the name of the state or country under whose law it is incorporated;  (3) its date of incorporation and period of duration;  (4) the street address of its principal office;  (5) the address of its proposed registered office in this State and the name of its proposed registered agent at that office;  (6) the names and usual business addresses of its current directors and officers;  (7) a statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class."  (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody or corporate records in the state or country under whose law it is incorporated.  (c) The foreign corporation shall deliver with the completed application the initial annual report of the corporation as specified in Section 12-20-40.  HISTORY: Derived from 1976 Code Section 33-23-20 [1962 Code Section 12-23.2; 1952 Code Sections 12-721, 12-724; 1942 Code Sections 7765, 7766; 1932 Code Sections 7765, 7766; Civ. C. '22 Sections 4029, 4030; Civ. C. '12 Sections 2665, 2666; Civ. C '02 Sections 1780, 1781; R. S. 1466; 1893 (21) 409; 1922 (32) 1023; 1923 (33) 9; 1933 (38) 486; 1962 (52) 1996; 1963 (53) 327; 1976 Act No. 553 Section 3; 1981 Act No. 146, Section 2; 1984 Act No. 496, Section 3; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1990 Act No. 446, Section 1994 Act No. 466, Section 3; 2004 Act No. 221, Section 22.
SC Code § 33-15-104 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-104. Amended certificate of authority.

 (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:  (1) its corporate name;  (2) the period of its duration; or  (3) the state or country of its incorporation.  (b) The requirements of Section 33-15-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.  HISTORY: Derived from 1976 Code Section 33-23-80 [1962 Code Section 12-23.8; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-105 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-105. Effect of certificate of authority.

 (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject, however, to the right of the State to revoke the certificate as provided in Chapters 1 thru 20 of this title.  (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by Chapters 1 thru 20 of this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.  (c) This title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State.  (d) By obtaining a certificate of authority, the foreign corporation agrees to be subject to the jurisdiction of the Department of Revenue and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with related interest and penalties, if any. Obtaining a certificate of authority is not an admission of tax liability.  HISTORY: Derived from 1976 Code Section 33-23-10 [1962 Code Section 12-23.1; 1952 Code Section 12-701; 1942 Code Section 7764; 1932 Code Section 7764; Civ. C. '22 Section 4028; Civ. C. '12 Section 2664; Civ. C. '02 Section 1779; R. S. 1465; 1893 (21) 409; 1904 (24) 436; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-23-30 [1962 Code Section 12-23.3; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-23-40 [1962 Code Section 12-23.4; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1994 Act No. 497, Part II, Section 49B.
SC Code § 33-15-107 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-107. Registered office and registered agent of foreign corporation.

 Each foreign corporation authorized to transact business in this State must maintain continuously 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 foreign not-for-profit corporation authorized to transact business in this State whose business office is identical with the registered office.  HISTORY: Derived from 1976 Code Section 33-23-20 [1962 Code Section 12-23.2; 1952 Code Sections 12-721, 12-724; 1942 Code Sections 7765, 7766; 1932 Code Sections 7765, 7766; Civ. C. '22 Sections 4029, 4030; Civ. C. '12 Sections 2665, 2666; Civ. C. '02 Sections 1780, 1781; R. S. 1466; 1893 (21) 409; 1922 (32) 1023; 1923 (33) 9; 1933 (38) 486; 1962 (52) 1996; 1963 (53) 327; 1976 Act No. 553 Section 3; 1981 Act No. 146, Section 2; 1984 Act No. 496, Section 3; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-23-40 [1962 Code Section 12-23.4; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-108 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-108. Change of registered office or registered agent of foreign corporation.

 (a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:  (1) its name;  (2) the street address of its current registered office;  (3) if the current registered office is to be changed, the street address of its new registered office;  (4) the name of its current registered agent;  (5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent to the appointment either on the statement or attached to it; and  (6) that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.  (b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.  HISTORY: Derived from 1976 Code Section 33-5-50 [1962 Code Section 12-13.5; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-23-50 [1962 Code Section 12-23.5; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-109 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-109. Resignation of registered agent of foreign corporation.

 (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is discontinued also.  (b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.  (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.  HISTORY: Derived from 1976 Code Section 33-5-50 [1962 Code Section 12-13.5; 1962 (52) 1966; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-23-50 [1962 Code Section 12-23.5; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-110 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-110. Service on foreign corporation.

 Service of process on foreign corporations must be in accord with the applicable provision of Title 15.  HISTORY: Derived from 1976 Code Section 33-23-130 [1962 Code Section 12-23.13; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-23-140 [1962 Code Section 12-23.14; 1962 (52) 1996; Reenacted, 1984 Act No. 494 Section 1; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-200 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-200. Withdrawal of foreign corporation.

 (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.  (b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:  (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;  (2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;  (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State;  (4) a mailing address to which the Secretary of State may mail a copy of any process served on him under item (3); and  (5) a commitment to notify the Secretary of State in the future of any change in its mailing address.  (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).  HISTORY: Derived from 1976 Code Section 33-23-90 [1962 Code Section 12-23.9; 1952 Code Section 12-725; 1942 Code Section 2690; 1932 Code Section 2690; 1922 (32) 947; 1953 (48) 301; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 3; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-23-100 [1962 Code Section 12-23.10; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-15-300 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-300. Grounds for revocation.

 (a) The Secretary of State shall commence a proceeding under Section 33-15-310 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:  (1) the foreign corporation does not deliver its annual report to the Department of Revenue when due;  (2) the foreign corporation does not pay, when they are due, any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by this act or other law;  (3) the foreign corporation is without a registered agent or registered office in this State;  (4) the foreign corporation does not inform the Secretary of State under Section 33-15-108 or 33-15-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued;  (5) an incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;  (6) the Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.  (b) The Secretary of State shall proceed pursuant to Section 33-15-310(c) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if he is notified by the Department of Revenue that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-6-5520.  HISTORY: Derived from 1976 Code Section 33-23-100 [1962 Code Section 12-23.10; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-23-110 [1962 Code Section 12-23.11; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1988 Act No. 659, Section 27; 1992 Act No. 361, Section 31; 1993 Act No. 181, Section 516; 2004 Act No. 221, Section 23.
SC Code § 33-15-320 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-320. Appeal from revocation.

 (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.  HISTORY: 1988 Act No. 444, Section 2; 1988 Act No. 659, Section 29.
SC Code § 33-15-330 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 15 - Foreign Corporations|Section 33-15-330. Reinstatement.

 (A) A foreign corporation whose certificate of authority has been revoked administratively under Section 33-15-310 may apply to the Secretary of State for reinstatement at any time after the effective date of revocation. The application must:  (1) recite the name of the foreign corporation and the effective date of its administrative revocation;  (2) state that the grounds for revocation either did not exist or have been eliminated;  (3) state that the foreign corporation's name satisfies the requirements of Section 33-4-101;  (4) contain a certificate from the South Carolina Department of Revenue stating 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 revocation 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 foreign corporation.  (C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the foreign corporation may resume carrying on its business as if the administrative revocation had never occurred.  HISTORY: 1991 Act No. 109, Section 7; 1993 Act No. 181, Section 518.
SC Code § 33-16-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 16 - Records And Reports|Section 33-16-101. Corporate records.

 (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.  (b) A corporation shall maintain appropriate accounting records.  (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.  (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.  (e) A corporation shall keep a copy of the following records at its principal office:  (1) its articles or restated articles of incorporation and all amendments to them currently in effect;  (2) its bylaws or restated bylaws and all amendments to them currently in effect;  (3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;  (4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past ten years;  (5) all written communications to shareholders as a group within the past three years, including the financial statements furnished for the past three years under Section 33-16-200;  (6) a list of the names and business addresses of its current directors and officers;  (7) its most recent annual report delivered to the Department of Revenue under Section 12-19-20;  (8) its federal and state income tax returns for the last ten years.  HISTORY: Derived from 1976 Code Section 33-11-250 [1962 Code Section 12-16.25; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 1993 Act No. 181, Section 519.