reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-103. Articles of dissolution.

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
(1) the name of the corporation;
(2) the names and addresses of its directors;
(3) the names and addresses of its officers;
(4) the date dissolution was authorized;
(5) if dissolution was approved by the shareholders:
(i) the number of votes entitled to be cast on the proposal to dissolve; and
(ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(6) If voting by voting groups was required, the information required by item (5) must be provided separately for each voting group entitled to vote separately on the plan to dissolve.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
HISTORY: Derived from 1976 Code Section 33-21-20 [1962 Code Section 12-22.2; 1952 Code Sections 12-641 to 12-643; 1942 Code Sections 7707, 7708; 1932 Code Sections 7707, 7708; Civ. C. '22 Sections 4279, 4280; Civ. C. '12 Sections 2812, 2813; 1902(23) 1036; 1919 (31) 56, 1925 (34) 244; 1960 (51) 1752; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-100 [1962 Code Section 12-22.10; 1962 (52) 1996; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-104. 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 shareholder action.
(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 shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) if shareholder action was required to revoke the dissolution:
(i) the number of votes entitled to be case on the proposal to revoke the dissolution; and
(ii) either the total number of votes cast for and against revocation or the total number of undisputed votes cast for revocation and a statement that the number cast for revocation was sufficient for approval.
(7) If voting by voting groups was required, the information required by item (6) must be separately provided for each voting group entitled to vote separately on the proposal to revoke the dissolution.
(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 business as if dissolution had never occurred.
HISTORY: Derived from 1976 Code Section 33-21-70 [1962 Code Section 12-22.7; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-80 [1962 Code Section 12-22.8; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-90 [1962 Code Section 12-22.9; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-105. Effect of dissolution.

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to its shareholders;
(3) discharging or making provision for discharging its liabilities;
(4) distributing its remaining property among its shareholders according to their interests; and
(5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) A dissolved corporation shall wind up and liquidate its business and affairs as expeditiously as practicable.
(c) Dissolution of a corporation does not:
(1) transfer title to the corporation's property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) subject its directors or officers to standards of conduct different from those prescribed in Chapter 8;
(4) change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) terminate the authority of the registered agent of the corporation.
HISTORY: Derived from 1976 Code Section 33-21-50 [1962 Code Section 12-22.5; 1952 Code Section 12-601; 1942 Code Section 7709; 1932 Code Section 7709; Civ. C. '22 Section 4281; Civ. C. '12 Section 2814; Civ. C. '02 Section 1866; 1898 (22) 774; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-60 [1962 Code Section 12-22.6; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-100 [1962 Code Section 12-22.10; 1972 (52) 1996; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-180 [1962 Code Section 12-22.18; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-220 [1962 Code Section 12-22.22; 1952 Code Section 12-602; 1942 Code Section 7710; 1932 Code Section 7710; Civ. C. '22 Section 4282; Civ. C. '12 Section 2815; Civ. C. '02 Section 1867; 1898 (22) 774; 1944 (43) 1224; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-106. 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 proceedings 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: Derived from 1976 Code Section 33-21-60 [1962 Code Section 12-22.6; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; and Section 33-21-180 [1962 Section 12-22.18; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-107. Unknown claims against dissolved corporation.

(a) A dissolved corporation 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 once 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 is barred unless a proceeding to enforce the claim is commenced within five years after the 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 ten years after the publication date of the newspaper notice:
(1) a claimant who did not receive written notice pursuant to Section 33-14-106;
(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 the 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 a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
HISTORY: Derived from 1976 Code Section 33-21-60 [1962 Code Section 12-22.6; 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; 2004 Act No. 221, Section 18.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-200. Grounds for administrative dissolution.

(a) The Secretary of State shall commence a proceeding under Section 33-14-210(a) to dissolve a corporation administratively if:
(1) the corporation does not pay when they are due any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by law;
(2) the corporation does not deliver its annual report to the Department of Revenue when it is due;
(3) the corporation is without a registered agent or registered office in this State;
(4) the 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; or
(5) the corporation's period of duration stated in its articles of incorporation expires.
(b) The Secretary of State shall dissolve a corporation pursuant to Section 33-14-210(c) 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 33-21-40 [1962 Code Section 12-22.4; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)] and Section 33-21-110 [1962 Code Section 12-22.11; 1952 Code Sections 12-621, 12-622; 1942 Code Section 7704; 1932 Code Section 7704; Civ. C. '22 Section 4278; Civ. C. '12 Section 2811; Civ. C. '02 Section 1865; 1893 (21) 396; 1926 (34) 1727; 1962 (52) 1996; 1980 Act No. 486; 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 23; 1993 Act No. 181, Section 2004 Act No. 221, Section 19.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-210. Procedure for and effect of administrative dissolution.

(a) If the Secretary of State determines that grounds exist under Section 33-14-200(a) for dissolving a corporation, he shall mail written notice of his determination to the corporation.
(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 sixty days after the notice required by subsection (a) was mailed, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.
(c) If the Secretary of State 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, the Secretary of State shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.
(d) A corporation dissolved administratively continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 33-14-105 and notify claimants under Sections 33-14-106 and 33-14-107.
(e) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
HISTORY: Derived from 1976 Code Section 33-21-110 [1962 Code Section 12-22.11; 1952 Code Sections 12-621, 12-622; 1942 Code Section 7704; 1932 Code Section 7704; Civ. C. '22 Section 4278; Civ. C. '12 Section 2811; Civ. C. '02 Section 1865; 1893 (21) 396; 1926 (34) 1727; 1962 (52) 1996; 1980 Act No. 486; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)] and Section 33-21-130 [1962 Code Section 12-22.13; 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 24; 2004 Act No. 221, Section 20.
Code Commissioner's Note
At the direction of the Code Commissioner, "Department of Revenue" was substituted for "Tax Commission" in subsection (c).
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-220. Reinstatement following administrative dissolution.

(a) A corporation dissolved administratively under Section 33-14-210 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:
(1) recite the name of the corporation and the effective date of its administrative dissolution;
(2) state that the grounds for dissolution either did not exist or have been eliminated;
(3) state that the corporation's name satisfies the requirements of Section 33-4-101; and
(4) contain a certificate from the South Carolina Department of Revenue reciting that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the corporation.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
HISTORY: Derived from 1976 Code Section 33-21-120 [1962 Code Section 12-22.12; 1962 (52) 1996; 1973 (58) 735; 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 25; 1991 Act No. 3, Section 1; 1991 Act No. 109, Section 6; 1993 Act No. 181, Section 514.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-230. Appeal from denial of reinstatement.

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.
(b) The corporation may appeal the denial of reinstatement to the circuit court for Richland County within thirty days after the notice of denial was received. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) 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 26.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-300. Grounds for judicial dissolution.

The circuit courts may dissolve a corporation:
(1) in a proceeding by the Attorney General if it is established that the corporation:
(i) obtained its articles of incorporation through fraud; or
(ii) has continued to exceed or abuse the authority conferred upon it by law;
(2) in a proceeding by a shareholder if it is established that:
(i) the directors or those in control of the corporation are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, fraudulent, oppressive, or unfairly prejudicial either to the corporation or to any shareholder (whether in his capacity as a shareholder, director, or officer of the corporation);
(iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;
(iv) the corporate assets are being misapplied or wasted;
(v) the corporation has abandoned its business and has failed, within a reasonable time, to dissolve, to liquidate its affairs, or to distribute its remaining property among its shareholders; or
(vi) the corporation's period of duration stated in its articles of incorporation has expired;
(3) in a proceeding by a creditor if it is established that:
(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
HISTORY: Derived from 1976 Code Section 33-21-140 [1962 Code Section 12-22.14; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-310. Procedure for judicial dissolution.

(a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office (or, if none in this State, its registered office) is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) In any action filed by a shareholder to dissolve the corporation on the grounds enumerated in Section 33-14-300, the court may make such order or grant such relief, other than dissolution, as in its discretion is appropriate, including, without limitation, an order:
(1) canceling or altering any provision contained in the articles of incorporation, or any amendment to the articles, or in the bylaws of the corporation;
(2) canceling, altering, or enjoining any act or resolution of the corporation;
(3) directing or prohibiting any act of the corporation or of shareholders, directors, officers, or other persons party to the action; or
(4) providing for the purchase at their fair value of shares of any shareholder, either by the corporation or by other shareholders.
(e) The relief authorized in subsection (d) may be granted as an alternative to a decree of dissolution or may be granted whenever the circumstances of the case are such that the relief, but not dissolution, is appropriate.
HISTORY: Derived from 1976 Code Section 33-21-155 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-160 [1962 Code Section 12-22.16; 1952 Code Sections 12-651, 12-652; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-190 [1962 Code Section 12-22.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-230 [1962 Code Section 12-22.23; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-320. Receivership or custodianship.

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint receivers to wind up and liquidate, or custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:
(1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this State;
(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
(e) The court during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
HISTORY: Derived from 1976 Code Section 33-21-170 [1962 Code Section 12-22.17; 1952 Code Section 12-653; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-330. Decree of dissolution.

(a) If after a hearing the court determines that grounds for judicial dissolution described in Section 33-14-300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of court shall deliver a certified copy of the decree to the Secretary of State, who shall file it without charging any fee.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 33-14-105 and the notification of claimants in accordance with Sections 33-14-106 and 33-14-107.
HISTORY: Derived from 1976 Code Section 33-21-200 [1962 Code Section 12-22.20; 1952 Code Section 12-655, 1942 Code Section 7716; 1932 Code Section 7716, Civ. C. '22 Section 4288, Civ. C. '12 Section 2821; Civ. C. '02 Section 1873, 1898 (22) 774, 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-400. Deposit with Department of Revenue.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them, must be reduced to cash and deposited with the Department of Revenue or other appropriate state official for safekeeping in accordance with the Uniform Disposition of Unclaimed Property Act. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Department of Revenue or other appropriate state official shall pay him or his representative that amount.
HISTORY: Derived from 1976 Code Section 33-21-210 [1962 Code Section 12-22.21; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2; 1993 Act No. 181, Section 515.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 14 - Dissolution › Section 33-14-420. Claims against former shareholder of dissolved corporation.

Notwithstanding another provision of this title, a claimant may not commence a suit or other proceeding against a former shareholder of a dissolved corporation for any known or unknown claim arising from the liabilities of the corporation, acts or omissions of the corporation, or acts committed in its name if the corporation filed its articles of dissolution with the Secretary of State before January 1, 1989, or was otherwise judicially or administratively dissolved before January 1, 1989. Further, a claimant may not satisfy a judgment rendered against a dissolved corporation by proceeding against or joining an individual shareholder if the corporation filed its articles of dissolution with the Secretary of State before January 1, 1989, or was otherwise judicially or administratively dissolved before January 1, 1989.
HISTORY: 2005 Act No. 145, Section 41.A, eff June 7, 2005.
Editor's Note
2005 Act No. 145, Section 41.B, provides as follows:
"This section takes effect upon approval by the Governor, and applies to corporations dissolved before, on, or after the effective date of this section."
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.