reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-260. Amendment of charter.

The charter may be amended by the votes of the stockholders and the members of the corporation voting separately by classes. The amendments require approval by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to which the members are entitled. Provisions of the charter setting forth the classes and authorized shares of stock of the corporation may be amended by the affirmative vote of a majority of the votes to which the stockholders are entitled. If the charter so provides, the board of directors shall have the authority to set the terms of a class or series of stock as provided by Section 33-6-102. No amendment of the charter which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the Secretary of State to examine the corporation or the obligation of the corporation to make reports as provided by law may be made without amendment of this chapter. No amendment of the charter which increases the obligation of a member to make loans to the corporation, makes a change in the principal amount, interest rate, or maturity date or in the security or credit position of an outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-37-430, or affects a member's voting rights as provided in Sections 33-37-440 and 33-37-450 may be made without the consent of each member affected by the amendment.
HISTORY: 1962 Code Section 12-1126; 1958 (50) 1886; 1995 Act No. 123, Section 1; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, added the third and fourth sentences, relating to charter provisions on amendments, and made other nonsubstantive changes.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-270. Approval by Secretary of State and filing of articles of amendment.

Within thirty days after any meeting at which an amendment of the charter has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and the due adoption of the amendment, must be submitted to the Secretary of State, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval on it. Thereupon, the articles of amendment must be filed in the Office of the Secretary of State, and no such amendment shall take effect until the articles of amendment have been filed as is required above.
HISTORY: 1962 Code Section 12-1127; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, inserted commas following "adopted" and "treasurer", substituted "setting forth the amendment" for "setting forth such amendment", substituted "due adoption of the amendment, must be submitted" for "due adoption thereof, shall be submitted", substituted "approval on it" for "approval thereon", substituted "must be filed" for "shall be filed", substituted "Office of the Secretary of State" for "office of the Secretary of State", substituted "until the articles of amendment have" for "until such articles of amendment shall have", and substituted "is required above" for "aforesaid".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-280. Subsidiary business entities.

In addition to the powers conferred on the corporation by Section 33-37-250, the corporation may organize and incorporate or create pursuant to this title one or more subsidiary business entities as the board of directors may direct, and these entities shall have all those powers conferred on or permitted to them by this title or, subject to required regulatory approval, Title 34. However, these subsidiary entities are not subject to any restrictions or limitations provided for in this chapter which are applicable to the corporation, except those restrictions and limitations as may be included in the subsidiary entity's articles of incorporation or other applicable governing documents.
HISTORY: 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-410. Who may become members, stockholders or bondholders.

In addition to other persons and notwithstanding any provision of general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures:
(1) All domestic corporations organized for the purpose of carrying on business within this State, including without implied limitation, 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 bonds, securities, or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of the stock may exercise all the rights, powers, and privileges of ownership, including the right to vote on it, all without the approval of a regulatory authority of the State.
(2) All financial institutions may become members of the corporation and make loans to the corporation as provided in this chapter.
(3) A financial institution which does not become a member of the corporation may not acquire any shares of the capital stock of the corporation. In the event a nonmember financial institution becomes an owner of shares in the corporation but does not become a member, these shares shall automatically become nonvoting shares and may not be considered for the purpose of determining a quorum.
(4) Each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of bonds, securities, or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of the stock may exercise all the rights, powers, and privileges of ownership, including the right to vote on it, all without the approval of a regulatory authority of the State. The amount of the capital stock of the corporation which may be acquired by a member pursuant to the authority granted in this section may not exceed five percent of the capital and surplus of the member. The amount of capital stock of the corporation which a member may acquire pursuant to the authority granted in this section is in addition to the amount of capital stock in corporations which the member otherwise is authorized to acquire. A shareholder may acquire or hold more than ten percent of the outstanding shares of the corporation, however all shares in excess of ten percent automatically become nonvoting shares.
HISTORY: 1962 Code Section 12-1141; 1958 (50) 1886; 1995 Act No. 123, Section 2; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in (1), inserted a comma following "limitation"; in (3), added the second sentence, relating to nonmember financial institution owning of shares; and in (4), added the last sentence, relating to holding more than 10 percent of outstanding shares.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-420. Application for membership.

Any financial institution may request membership in the corporation by making application to the board of directors on that form and in that manner as the board of directors may require, and the membership becomes effective upon acceptance of the application by the board.
HISTORY: 1962 Code Section 12-1142; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, twice substituted "that" for "such", substituted "becomes effective" for "shall become", and substituted "of the application" for "of such application".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-430. Duration of membership; withdrawal.

Membership in the corporation must be for the duration of the corporation; provided, that upon written notice given to the corporation three years in advance a member may withdraw from membership in the corporation at the expiration date of the notice.
HISTORY: 1962 Code Section 12-1143; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "must be" for "shall be", and substituted "the notice" for "such notice".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-440. Powers of stockholders and members.

The stockholders and the members of the corporation shall have the following powers of the corporation:
(1) to elect directors;
(2) to make, amend, and repeal bylaws;
(3) to amend the charter; and
(4) to exercise those powers of the corporation as may be conferred on the stockholders and the members by the bylaws.
HISTORY: 1962 Code Section 12-1144; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in (1) through (4), changed "To" to lower case; in (2), inserted a comma following "amend"; and in (4), substituted "those powers" for "such other of the powers".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-450. Voting by stockholders and members.

(A) As to all matters requiring action by the members and the stockholders of the corporation, the members and the holders of each class of stock, of which there are then shares authorized and outstanding for which votes are entitled to be cast, shall vote separately on the matters by classes and, except as otherwise provided in this chapter, these matters require the affirmative vote of a majority of the votes to which the members present or represented at the meeting are entitled and the affirmative vote of a majority of the votes entitled to be cast with respect to the shares of each class of stock of which there are holders present or represented at the meeting.
(B) Unless otherwise provided in the charter of the corporation, each stockholder has one vote, in person or by proxy, for each share of capital stock held by him, and each member has one vote, in person or by proxy. However, a member having a loan limit of more than one thousand dollars has one additional vote, in person or by proxy, for each additional one thousand dollars of the member's loan limit as determined pursuant to the loan call agreement with the corporation as provided in Section 33-37-460.
HISTORY: 1962 Code Section 12-1145; 1958 (50) 1886; 1995 Act No. 123, Section 3; 2000 Act No. 234, Section 4; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-465. Short-term loans to corporation by members.

A member may make short-term loans to the corporation independently of the loan calls made pursuant to Section 33-37-460. These short-term loans are not subject to the limitations and restrictions described in Section 33-37-460. When the purpose of the short-term loan is to provide funds to the corporation for disbursement of a loan, the corporation may grant to the member funding the short-term loan a security interest in or collateral assignment of the loan on the condition that the security interest or collateral assignment is terminated upon payment of the short-term loan.
HISTORY: 2000 Act No. 234, Section 6; 2005 Act No. 157, Section 4.C, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Editor's Note
2005 Act No. 157, Section 5, as amended by 2006 Act No. 389, Section 4 provides as follows:
"(A) The General Assembly finds that many tax incentives outlive their usefulness and should exist only for a time certain. It is the intent of the General Assembly to provide for a sunset provision on each tax incentive, including credits and exemptions, enacted by this act.
"(B) Each tax incentive, including credits and exemptions, enacted by this act shall be repealed for tax years beginning after five years from the date of enactment, unless a different time frame is otherwise provided herein, but this repeal does not apply to the small business targeted jobs tax credit allowed pursuant to Section 12-6-3360(C)(2), as amended by this act."
Effect of Amendment
The 2005 amendment deleted the exception at the end of the first sentence and added the second sentence exempting the loans from the restrictions in Section 33-37-460.
2015 Act No. 60, Section 1, substituted "short-term" for "short- term".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-470. Authorization for issuance of new classes of stock.

The board of directors have the power to issue shares of capital stock of the corporation in the classes, series, and denominations set forth in the charter of the corporation, to the same extent and subject to the same restrictions as are otherwise applicable to business corporations organized under the laws of South Carolina under Chapters 1 through 20 of this title. However, the corporation may not issue shares of any series or class of stock with rights, restrictions, or other attributes which would impair or limit the rights of members under this chapter or impair or limit the rights given to stockholders generally under this chapter.
HISTORY: 1995 Act No. 123, Section 6, eff July 1, 1995; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-610. Management of corporation.

The business and affairs of the corporation must be managed and conducted by a board of directors, a president and treasurer and those other officers and agents as the corporation by its bylaws shall authorize.
HISTORY: 1962 Code Section 12-1161; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "must be managed" for "shall be managed" and "those other officers and agents" for "such other officers and such agents".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-620. Board of directors; membership; powers.

The board of directors shall consist of such number, not more than twenty-one, as must be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except those as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which must be filled as provided in Section 33-37-630. The board of directors must be elected as provided in Section 33-37-630.
HISTORY: 1962 Code Section 12-1162; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "must be determined" for "shall be determined", substituted "except those as are" for "except such as are", substituted "which must be filled" for "which shall be filled", substituted "must be elected" for "shall be elected", and twice substituted "Section" for a section symbol.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-630. Election of directors; vacancies.

The board of directors must be elected in the first instance by the incorporators and after that time at each annual meeting of the corporation or, if no annual meeting is held in any year, at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect two-thirds of the board of directors, and the stockholders shall elect the remaining directors in the manner prescribed in the charter of the corporation. The directors must hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. A vacancy in the office of a director elected by the members must be filled by the directors elected by the members, and a vacancy in the office of a director elected by the stockholders must be filled by the directors elected by the stockholders.
HISTORY: 1962 Code Section 12-1163; 1958 (50) 1886; 1995 Act No. 123, Section 5; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "two-thirds" for "two thirds".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-640. Liability for losses.

Directors and officers are not responsible for losses unless the losses have been occasioned by the wilful misconduct of those directors and officers.
HISTORY: 1962 Code Section 12-1164; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "are not responsible" for "shall not be responsible" and "those directors" for "such directors".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-910. Applicability of the Business Corporation Act.

Chapters 1 through 20 of this title apply to every corporation organized pursuant to this chapter, except as otherwise provided in Chapters 1 through 20 of this title or by this chapter. If there is a conflict between the provisions of Chapters 1 through 20 of this title and Chapter 37 with respect to a corporation organized under this chapter, this chapter controls.
HISTORY: 1995 Act No. 123, Section 7; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1010. Definitions.

For purposes of this article:
(1) "CAP" means the Capital Access Program created in this article.
(2) "BDC" means Business Development Corporation of South Carolina.
(3) "Financial institution" means a bank, trust company, savings bank, savings and loan association, or cooperative bank chartered by the State or a national banking association, federal savings and loan association, or federal savings bank, if that financial institution has offices located in South Carolina.
(4) "Participating financial institution" means a financial institution participating in the Capital Access Program.
(5) "Small business" means:
(a) a retail or service business with annual sales not exceeding two million dollars;
(b) a wholesale business with annual sales not exceeding five million dollars;
(c) a manufacturing business with no more than fifty employees; or
(d) another business with annual revenue not exceeding two million dollars.
(6) "State fund" and "state fund account" means the funds appropriated by the General Assembly of South Carolina for the CAP, provided to BDC as custodian for the State of South Carolina, and deposited by BDC into one or more interest-bearing trust accounts maintained by it as custodian for the State of South Carolina.
(7) "Loss reserve account" means one or more interest-bearing trust accounts maintained by BDC for holding and administering the loan loss reserve pursuant to this article.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in (1) and (4), substituted "Capital Access Program" for "capital access program", and in (7), substituted "interest-bearing" for "interest- bearing".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1020. Establishment of program; loan loss reserve.

(A) Upon appropriation of funds by the General Assembly for the CAP in the minimum initial sum of two million five hundred thousand dollars, those funds and funds resulting from later appropriations to the state fund must be provided to BDC for deposit in the state fund account.
(B) BDC shall establish the CAP to provide a loan loss reserve from the state fund to assist participating financial institutions making loans to small businesses located in South Carolina that otherwise find it difficult to obtain regular bank financing.
(C) The assistance must be provided by BDC through transfers by it from a state fund account into a loss reserve account maintained by, in the name of, and controlled by BDC as custodian to provide loan loss reserves for loans made to those small businesses.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1030. Participating financial institution; execution of agreement.

A financial institution desiring to become a participating financial institution shall execute an agreement in a form BDC prescribes, containing the terms and provisions provided in Section 33-37-1040 and other terms and provisions BDC considers necessary or appropriate.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1040. Participating financial institutions; functions and duties.

A participating financial institution originating a loan to a small business pursuant to this article shall:
(1) use its existing business and banking network to market and perpetuate the CAP so as to promote economic development among small businesses in South Carolina;
(2) provide financing to small businesses for their business purposes including, without limitation, expansion, start-up, purchase of fixed assets or inventory, facility or technology upgrading, and working capital;
(3) limit loans outstanding to one small business borrower pursuant to this article and the CAP to an aggregate balance outstanding of two hundred fifty thousand dollars or a lesser amount the BDC determines, in the exercise of its discretion for the benefit of the CAP and the small business community at large in this State;
(4) limit loans made pursuant to this article and under the CAP to those that are not guaranteed or otherwise assisted by another governmental entity or program;
(5) set aside an amount of at least one and one-half percent but no more than three and one-half percent of the principal amount of the loan, into the loss reserve account;
(6) obtain from the small business an amount equal to the reserve contribution made by the participating financial institution with respect to the loan;
(7) forward the funds collected and determined pursuant to items (5) and (6) to BDC for deposit into the loss reserve account together with a written report in the form and with the content BDC prescribes; and
(8) report annually to BDC, in the manner and with the supporting information BDC prescribes, the outstanding balance of loans made by it pursuant to the CAP, and a projection and estimate of loans it anticipates making pursuant to the program in the succeeding year.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in (7), deleted "of this section" following "items (5) and (6)".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1050. Business Development Corporation; transfers to loss reserve account; reports.

After receipt of the funds and report provided in Section 33-37-1040(7), BDC shall transfer from the state fund account to the loss reserve account an amount equal to one hundred fifty percent of the total of the contributions of the participating financial institution and the small business. BDC shall maintain accurate records to determine the allocation and allocable share of each participating financial institution in and to the loan loss reserves in the loss reserve account and shall provide a report of the allocation to each participating financial institution annually. BDC also shall provide the report to a participating financial institution upon its written request during the year, but not more often than quarterly, and to the South Carolina Department of Commerce quarterly. In addition, the BDC shall provide an internal quarterly report on the project job creation and capital investment associated with each loan.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, deleted "of this article" following "33-37-1040(7)".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1060. Release of funds to cover losses by participating financial institutions.

If the participating financial institution suffers a loss on a loan made pursuant to the CAP and this article, it may request that all or a portion of its allocated loan reserve in the loss reserve account be applied to the loan. Upon receipt by BDC of a certification of loss by the participating financial institution, BDC shall release the funds in the account to repay the loan in whole or in part, in an amount not to exceed the actual loss incurred by the participating financial institution. BDC shall prescribe the form and content of the certification report.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1070. Disposition of earnings and interest on state fund account and loss reserve account.

Earnings or interest from the principal of the state fund account and the loss reserve account must be paid monthly to BDC. In the event the interest paid to the BDC amounts to less than fifty thousand dollars in any year, the difference between the amount paid from interest and fifty thousand dollars must be paid to the BDC from the state fund account, if available, in January of the following year:
(1) as compensation for its administration and management of the CAP and the accounts; and
(2) for economic development in South Carolina for the purposes and within the meanings set forth in this chapter and in the corporate charter of BDC.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, added the second sentence in the first paragraph, relating to interest amounts to less than fifty thousand dollars.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1080. Discontinuance of participation by participating financial institution.

If a participating financial institution that elects to discontinue its participation in the CAP has funds on deposit in the loss reserve account, the funds must be forfeited by the institution to the state fund and used in the CAP as loss reserves as provided in this article.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1090. Audits and annual reports.

An independent certified public accountant, as elected annually by the Board of Directors of the BDC, shall conduct an annual certified audit of its management, administration, and recordkeeping in connection with the CAP and provide the audit to the South Carolina Board of Financial Institutions upon its request, the General Assembly upon its request, and the South Carolina Department of Commerce. Annual reports to the South Carolina Department of Commerce and the General Assembly also must include projected capital investment and job creation associated with each CAP loan provided.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-1100. Dissolution of loss reserve fund.

If a loan is not made by participating financial institutions for three consecutive years and the General Assembly does not appropriate additional funds for the program for those three consecutive years, BDC may pay over to the participating financial institutions their allocable shares of funds in the loss reserve account and pay over to the State of South Carolina, as directed by the South Carolina Board of Financial Institutions, funds held in the state fund account.
HISTORY: 2005 Act No. 157, Section 4.A, eff June 10, 2005, applicable for taxable years beginning January 1, 2006; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-120. Application of chapter; exemptions.

(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.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-140. No entitlement to property tax exemptions.

A benefit corporation is not entitled to claim an exemption from any property tax imposed by law.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-200. Incorporation as a benefit corporation.

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.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-210. Effective date for incorporation as a benefit corporation; merger when surviving corporation is a benefit corporation.

(A) An existing domestic corporation shall become a benefit corporation on the effective date of the amendment to its articles of incorporation to include a provision providing that the corporation is a benefit corporation governed by this chapter. As amended, the articles of incorporation also must include an identification of any specific public benefit purpose as required by Section 33-38-300. An amendment under this section must be approved in the manner required by Section 33-38-230.
(B) If a corporation or other entity that is not a benefit corporation is a party to a merger, conversion, or share exchange, and the surviving or resulting entity in the merger, conversion, or share exchange is, or is to be as a result of such transaction, a benefit corporation, the plan of merger, conversion, or share exchange must be approved in the manner required by Section 33-38-230. Upon the completion of the transaction, in order for the surviving or resulting entity to be a benefit corporation it must include a provision in its articles of incorporation providing that the corporation is a benefit corporation governed by this chapter and identify any specific public benefit purpose as required by Section 33-38-300.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-220. Termination of status as benefit corporation.

(A) A benefit corporation may terminate its status and cease to be subject to this chapter by amending its articles of incorporation to remove the provision that the corporation is a benefit corporation governed by this chapter. The amendment must be approved in the manner required by Section 33-38-230. Any sale, lease, exchange, or other disposition of all, or substantially all, of the property of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless it is approved in the manner required by Section 33-38-230.
(B) If a plan of merger, conversion, or share exchange would have the effect of terminating the status of a benefit corporation as a benefit corporation, the plan must be approved in the manner required by Section 33-38-230.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
Code Commissioner's Note
At the direction of the Code Commissioner, the reference in subsection (A) to "Section 33-38-20" was changed to "Section 33-38-230" to correct a typographical error.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-230. Approval of corporate matters.

In addition to any other requirements of applicable law, where specified in this chapter that approval of a matter must be in the manner required by this section, the following requirements apply:
(1) With respect to a corporation, including a benefit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the outstanding shares of each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series.
(2) With respect to any entity incorporated as a nonprofit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the votes cast by the members entitled to vote.
(3) With respect to an entity organized as a limited liability corporation or partnership, the matter must be approved in the same manner as would be required for the approval of a merger of the entity, unless otherwise provided in the entity's organizational documents, operating agreement, or partnership agreement of the entity.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-300. Corporate purposes for benefit corporations.

(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.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-400. Accountability for benefit corporation.

(A) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors, and individual directors of a benefit corporation, shall consider the effects of any action or decision not to act upon the following:
(1) the shareholders of the benefit corporation;
(2) the employees and workforce of the benefit corporation, its subsidiaries, and suppliers;
(3) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation;
(4) community and societal factors, including the interests of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located;
(5) the local and global environment;
(6) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(7) the ability of the benefit corporation to accomplish its general and any specific public benefit purpose.
(B) In addition to the required considerations in subsection (A), a director of a benefit corporation may consider the following:
(1) the resources, intent, and past, stated, and potential conduct of any person seeking to acquire control of the benefit corporation; and
(2) other pertinent factors or the interests of any other group that the director in good faith considers to be appropriate.
(C) A director of a benefit corporation need not give priority to the interests of a particular person or group referred to in subsections (A) and (B) of this section over the interests of any other person or group unless the benefit corporation's articles of incorporation explicitly specify its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose.
(D) The consideration of interests and factors in the manner required by this section is not considered to be inconsistent with the requirements of Section 33-38-300.
(E) A director is not personally liable for monetary damages for:
(1) any act taken as a director, or any omission to act as a director, if the director performed the duties of office in compliance with Sections 33-8-300, 33-8-310, 33-8-320, or 33-8-330; or
(2) the failure of the benefit corporation to pursue or create a general or specific public benefit.
(F) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-420. Officer liability for benefit corporation.

(A) Each officer of a benefit corporation shall consider the interests and factors described in Section 33-38-400 in the manner provided in that section if:
(1) the officer has discretion to act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the public benefit corporation's articles of incorporation.
(B) The consideration of interests and factors in the manner described in subsection (A) shall not constitute a violation of Section 33-8-420.
(C) An officer is not personally liable for monetary damages for:
(1) any act taken as an officer, or any omission to act as an officer, if the officer performed the duties of office in compliance with Section 33-8-410; or
(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(D) An officer does not have a duty to any specific person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a public benefit corporation arising from the status of the person as a beneficiary.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-430. Duties of benefit officer.

(A) A benefit corporation may have an officer designated as the benefit officer.
(B) The duties of the benefit officer include the following:
(1) monitoring the benefit corporation's pursuit of the general and any specific public benefits purpose of the benefit corporation and the general and any specific public benefit created by the benefit corporation;
(2) performing such other duties to the extent provided in either the bylaws of the benefit corporation or a resolution adopted by the board of directors of the benefit corporation that is not in conflict with the bylaws; and
(3) preparing the annual benefit report required by Section 33-38-500.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-440. Benefit enforcement proceedings.

(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.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 38 - South Carolina Benefit Corporation Act › Section 33-38-600. Shareholder dissent and payment for shares.

In addition to any other rights granted by law, a shareholder is entitled to dissent from and obtain payment of the fair value of his shares in the event of the consummation of a designation of a corporation as a benefit corporation pursuant to Section 33-38-210(A).
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.