reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 27 - Transfer Of Stock In Custody Of Clearing Corporations › Section 33-27-10. Definitions.

For the purposes of this chapter:
"Clearing corporation" means a corporation, all of the capital stock of which is held by or for a national securities exchange registered under the Securities Exchange Act of 1934, as amended.
"Custodian" means a national bank, or a bank or trust company organized under or subject to the banking law, acting as custodian for a clearing corporation.
HISTORY: 1962 Code Section 12-17.31; 1965 (54) 550.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 27 - Transfer Of Stock In Custody Of Clearing Corporations › Section 33-27-20. Transfer of title to stock or rights.

Notwithstanding any other provision of law, if a certificate or instrument evidencing shares of stock, or rights to purchase or subscribe to shares of stock, is in the custody of a clearing corporation or of a custodian subject to the instructions of a clearing corporation, title to any such certificate or instrument or to any interest therein and to the shares or rights evidenced by such certificate, instrument or interest may be transferred by making entries on the books of the clearing corporation reducing the account of the transferor by the number of shares or rights transferred and increasing the account of the transferee by such number of shares or rights. A transfer of title so made shall have the same effect as if the transferor had delivered to the transferee a certificate or instrument evidencing the shares or rights transferred, duly indorsed in blank.
HISTORY: 1962 Code Section 12-17.32; 1965 (54) 550.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 27 - Transfer Of Stock In Custody Of Clearing Corporations › Section 33-27-30. Pledge of stock or rights.

A valid pledge may be made of any such certificate or instrument or of any interest therein and of the shares or rights evidenced by such certificate, instrument or interest by
(a) The giving by the pledgor to the clearing corporation notice of the pledge and instructions that, until receipt by the clearing corporation of notice to the contrary from the pledgee, such certificate, instrument or interest therein and the shares or rights evidenced by such certificate, instrument or interest, shall be held by the clearing corporation (either directly or through the custodian) for the account of the pledgee, and
(b) By the making of entries on the books of the clearing corporation reducing the account of the pledgor by the number of shares or rights pledged and increasing the account of the pledgee by such number of shares or rights. A pledge so made shall for all purposes be as valid and effective as one made by transfer of actual possession of a certificate or instrument evidencing the shares or rights pledged from the pledgor to the pledgee.
HISTORY: 1962 Code Section 12-17.33; 1965 (54) 550.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 27 - Transfer Of Stock In Custody Of Clearing Corporations › Section 33-27-40. Provisions of chapter shall be controlling.

The provisions of this chapter shall be applicable although the charter or articles of incorporation or bylaws of the corporation, any shares or rights which are transferred or pledged as herein provided, and any certificate or instrument evidencing such shares or rights, in whole or in part, provide that such shares or rights, shall be transferable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent.
HISTORY: 1962 Code Section 12-17.34; 1965 (54) 550.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-101. Short title.

This chapter may be cited as the South Carolina Nonprofit Corporation Act of 1994.
HISTORY: 1994 Act No. 384, Section 1.
Editor's Note
1994 Act No. 384, Section 11, provides as follows:
"SECTION 11. The analysis lines preceding the code sections are for identification only and are not considered part of the Code sections. The Official Comments and the South Carolina Reporter's Notes which are included after each section are included for analytical and information purposes only and must not be considered part of the sections themselves."
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-102. Reservation of power to amend or repeal.

The General Assembly of South Carolina has power to amend or repeal all or any part of Chapter 31, Title 33 at any time, and all domestic and foreign corporations subject to Chapter 31 of this title are governed by the amendment or repeal.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-120. Filing requirements.

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.
(b) This chapter must require or permit filing the document in the office of the Secretary of State.
(c) The document must contain the information required by this chapter. It may contain other information as well.
(d) The document must be in a medium and form as permitted by the Secretary of State.
(e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:
(1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;
(2) if directors have not been selected or the corporation has not been formed by an incorporator; or
(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:
(1) the corporate seal;
(2) an attestation by the Secretary or an assistant secretary; or
(3) an acknowledgement, verification, or proof.
(h) If the Secretary of State has prescribed a mandatory form for a document under Section 33-31-121, the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, except as provided in Sections 33-31-503 and 33-31-1509, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law.
HISTORY: Former Section 33-31-120 [1962 Code Section 12-760; 1952 Code Section 12-760; 1942 Code Section 1226; 1932 Code Section 1226; Cr. C. '22 Section 114; Cr. C. '12 Section 258; Cr. C. '02 Section 198; 1900 (23) 390]; 1994 Act No. 384, Section 1; 2005 Act No. 101, Section 2, eff June 1, 2005.
Effect of Amendment
The 2005 amendment, in subsection (d), substituted "in a medium and form as permitted by the Secretary of State" for "typewritten or printed".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-121. Forms.

(a) The Secretary of State may prescribe and furnish on request forms for:
(1) an application for a certificate of existence;
(2) a foreign corporation's application for a certificate of authority to transact business in South Carolina;
(3) a foreign corporation's application for a certificate of withdrawal; and
(4) the notice of change of principal office. If the Secretary of State so requires, use of these forms is mandatory.
The Secretary of State through regulation may prescribe a mandatory form with regard to any other forms required or permitted by Chapter 31, Title 33 to be filed in his office. All mandatory forms must comply with the statutory requirements contained in Chapter 31.
(b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-122. Filing, service, and copying fees.

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing:
(1) Articles of incorporation $25.00 (2) Application for use of indistinguishable name $10.00 (3) Application for reserved name $10.00 (4) Notice of transfer of reserved name $ 3.00 (5) Application for registered name $10.00 (6) Application for renewal of registered name $10.00 (7) Corporation's statement of change of registered agent or registered office or both $10.00 (8) Agent's statement of change of registered office for each affected corporation $ 2.00 (9) Agent's statement of resignation $ 3.00 (10) Amendment of articles of incorporation $10.00 (11) Restatement of articles of incorporation with amendments $10.00 (12) Articles of merger $10.00 (13) Articles of dissolution $10.00 (14) Articles of revocation of dissolution $10.00 (15) Certificate of administrative dissolution No Fee (16) Application for reinstatement following administrative dissolution $25.00 (17) Certificate of reinstatement No Fee (18) Certificate of judicial dissolution No Fee (19) Application for certificate of authority $10.00 (20) Application for amended certificate of authority $10.00 (21) Application for certificate of withdrawal $10.00 (22) Certificate of revocation of authority to transact business No Fee (23) Notice of change of principle office $10.00 (24) Articles of correction $10.00 (25) Application for certificate of existence or authorization $10.00 (26) Notification by existing corporation $10.00 (27) Irrevocable election to be governed $25.00 (28) Any other document required or permitted to be filed by this chapter $10.00
(b) The Secretary of State shall collect a fee of ten dollars each time process is served on him under Chapter 31 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:
(1) for copying, one dollar for the first page and fifty cents for each additional page; and
(2) two dollars for the certificate.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-123. Effective date of document.

(a) Except as provided in subsection (b), a document is effective:
(1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or
(2) at the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-124. Correcting filed document.

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document:
(1) contains an incorrect statement; or
(2) was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that:
(i) describe the document, including its filing date, or attach a copy of it to the articles;
(ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(iii) correct the incorrect statement or defective execution; and
(2) by delivering the articles of correction to the Secretary of State.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-125. Filing duty of the Secretary of State.

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 33-31-120, the Secretary of State shall file it.
(b) The Secretary of State files a document by stamping or otherwise endorsing "filed", together with his name and official title and date and time of receipt, on both the original and document copy, together with a further endorsement that the document is a true copy of the original document. After filing a document, except as provided in Sections 33-31-503 and 33-31-1510, the Secretary of State shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as part of the permanent records of the corporation.
(c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.
(d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
(1) affect the validity or invalidity of the document in whole or in part;
(2) relate to the correctness or incorrectness of information contained in the document; or
(3) except as provided in Section 33-31-127, create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-126. Appeal from Secretary of State's refusal to file document.

(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the court of common pleas for Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file.
(b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-127. Evidentiary effect of copy of filed document.

A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature, which may be in facsimile, and the seal of this State, is conclusive evidence that the original document is on file with the Secretary of State and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-128. Certificate of existence.

(a) A person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or certificate of authorization for a foreign corporation.
(b) The certificate of existence or authorization sets forth:
(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State;
(2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this State;
(3) that all fees, taxes, and penalties owed to the Secretary of State have been paid;
(4) that the Secretary of State has not mailed notice to the corporation pursuant to either Section 33-31-1421 or 33-31-1531 that the corporation is subject to being dissolved or its authority revoked;
(5) that articles of dissolution have not been filed; and
(6) other facts of record in the office of the Secretary of State that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-129. Penalty for signing false document.

(a) A person commits an offense if he signs a document he knows is false in any material respect, including an omission of a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading, with intent that the document be delivered to the Secretary of State for filing.
(b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars.
(c) A person who violates subsection (a) is liable to any person who is damaged by the violation.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-130. Powers.

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State's office by this chapter.
HISTORY: Former Section 33-31-130 [1962 Code Section 12-761; 1952 Code Section 12-761; 1942 Code Section 8164; 1932 Code Section 8164; Civ. C. '22 Section 4350; Civ. C. '12 Section 2868; Civ. C. '02 Section 1908; 1900 (23) 390; 1924 (33) 983]; 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-141. Notice.

(a) Notice may be oral or written.
(b) Notice may be communicated in person; by telephone, telegraph, teletype, facsimile transmission (FAX), or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communications.
(c) Oral notice is permissible if reasonable under the circumstances and is effective when communicated if communicated in a comprehensible manner. Oral notice also includes notice through broadcast transmission.
(d) Written notice, if in a comprehensible form, is effective at the earliest or the following:
(1) when received;
(2) five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
(4) fifteen days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.
(e) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members.
(f) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
(g) Written notice is correctly addressed to a domestic or foreign corporation, authorized to transact business in this State, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent Notice of Change of Principal Office and if none has been filed, in its articles of incorporation or application for certificate of authority.
(h) If Section 33-31-705(b) or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-150. Private foundations.

Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in Section 509(a) of the Internal Revenue Code:
(a) shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under Section 4942 of the Internal Revenue Code;
(b) may not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
(c) may not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code;
(d) may not make any taxable expenditures as defined in Section 4944 of the Internal Revenue Code;
(e) may not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
HISTORY: 1994 Act No. 384, Section 1, eff May 10, 1994; Former Section 33-31-150 [1962 Code Section 12-763; 1952 Code Section 12-763; 1942 Code Section 8163; 1932 Code Section 8163; Civ. C. '22 Section 4349; Civ. C. '12 Section 2867; Civ. C. '02 Section 1907; 1900 (23) 390] Repealed by 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-151. Express amendment excluding application of Section 33-31-150.

A corporation may amend its articles of incorporation expressly to include the application of Section 33-31-150, or any portion of that section.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-152. Rights of State are not impaired.

Nothing in Sections 33-31-150, 33-31-151, 62-7-405(f), and 62-7-405(g) impairs the rights and powers of the courts or the Attorney General of this State with respect to a corporation.
HISTORY: 1994 Act No. 384, Section 1; 2005 Act No. 66, Section 3, eff January 1, 2006.
Effect of Amendment
The 2005 amendment substituted "62-7-405(f), and 62-7-405(g)" for "62-7-506, and 62-7-507".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-155. Authority to dispose of assets from a dissolved nonprofit corporation or eleemosynary organization.

(A) Persons serving as directors or trustees at the time of dissolution of a nonprofit corporation or eleemosynary organization created pursuant to Section 33-31-10 and located in Florence County for the public good other than religious purposes are invested with the authority to dispose of any remaining assets of the corporation by resolution pursuant to the requirements of this section.
(B) The corporation's charter does not have to be reinstated for the disposition of such assets.
(C) The directors or trustees must call a special meeting for the limited purpose of disposing of the corporate assets remaining after dissolution. Notwithstanding any other provision of law, a quorum shall not be required for the conducting of the special meeting. Notice of such meeting must be published in a newspaper of general circulation, in the county in which the organization was perfected, for a period of one week prior to the meeting date.
(D) The assets may only be disposed of if a majority of the directors or trustees present and voting cast a favorable majority for such disposition. The assets must be distributed in such a manner to ensure their continued use for public and civic purposes.
(E) If persons serving as directors or trustees at the time of dissolution are deceased or have not taken action to dispose of assets of a dissolved nonprofit eleemosynary organization within five years of dissolution, any remaining assets escheat to the general fund of the State.
HISTORY: 1995 Act No. 14, Section 1.
Editor's Note
Section 33-31-10 referenced in (A) is a statute that no longer exists.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-160. Judicial relief.

(a) If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the Attorney General, the court of common pleas for the county in which the principal office designated on the last filed notice of change of principal office, articles, or application for authority to transact business is located, or if none within South Carolina, then the Richland County Court of Common Pleas, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authored, in such a manner as the court finds fair and equitable under the circumstances.
(b) The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.
(d) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section. However, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
(e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section and that complies with all the provisions of such order, is a valid meeting or vote, as the case may be, and has the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-170. Attorney General.

(a) The Attorney General must be given notice of the commencement of any proceeding that this chapter authorizes the Attorney General to bring but that has been commenced by another person.
(b) Whenever a provision of this chapter requires that notice be given to the Attorney General before or after commencing a proceeding or permits the Attorney General to commence a proceeding:
(1) if no proceeding has been commenced, the Attorney General may take appropriate action including, but not limited to, seeking injunctive relief;
(2) if a proceeding has been commenced by a person other than the Attorney General, the Attorney General, as of right, may intervene in the proceeding.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-171. Investigation by Attorney General authorized.

The Attorney General, or any of his assistants or representatives when authorized by the Attorney General, may make investigations into the organization, conduct, and management of a nonprofit corporation, domestic or foreign, operating in this State. Every such corporation shall permit the Attorney General or any of his authorized assistants or representatives to examine and take copies of all its books, accounts, records, minutes, letters, memoranda, documents, checks, vouchers, telegrams, articles, bylaws, and any and all other records of any such corporation as often as the Attorney General may deem it necessary to show or tend to show that the corporation has been, or is, engaged in acts or conduct in violation of its charter rights and privileges or in violation of any law of this State.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-172. Requesting permission to make examinations.

A written request must be made to the president or another officer of the nonprofit corporation at the time the Attorney General or his assistants or representatives desire to examine the affairs of the corporation, and it is the duty of the officer or his agent to immediately permit the Attorney General, or his authorized assistants or representatives, to inspect and examine any of the documents of the corporation.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-173. Use of information is restricted.

The Attorney General, or his authorized assistants or representatives, may not make public or use any document, copy, or other information derived in the course of an examination authorized by Sections 33-31-170 through 33-31-175, except in a judicial proceeding to which the State is a party or in a suit by the State to revoke the certificate of authority or cause the articles of the corporation to be forfeited or to collect penalties for a violation of the laws of this State or for the information of any officer of this State charged with the enforcement of its laws.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-174. Forfeiture of right to operate for refusing examination.

A foreign nonprofit corporation operating in this State under certificate of authority granted under the laws of this State, or any officer or agent thereof, or any domestic nonprofit corporation which fails or refuses to permit the Attorney General or his authorized assistants or representatives to examine or take copies of any of its documents as provided in Sections 33-31-170 through 33-31-175, whether they be situated within or without this State, shall forfeit its right to operate in this State and its articles of incorporation or certificate of authority shall be canceled or forfeited.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-175. Provisions are cumulative.

The provisions of Sections 33-31-170 through 33-31-175 are cumulative of all other laws now in force in this State and may not be construed as repealing any other means afforded by law for securing testimony or inquiring into the affairs of domestic or foreign nonprofit corporations.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-180. Religious corporations; Constitutional protections.

If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine controls to the extent required by the Constitution of the United States or the Constitution of South Carolina, or both.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-202. Articles of incorporation.

(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of Section 33-31-401;
(2) one of the following statements:
(i) This corporation is a public benefit corporation.
(ii) This corporation is a mutual benefit corporation.
(iii) This corporation is a religious corporation;
(3) the street address of the corporation's initial registered office with zip code and the name of its initial registered agent at that office;
(4) the name, address, and zip code of each incorporator;
(5) whether or not the corporation will have members;
(6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and
(7) the address, including zip code, of the proposed principal office for the corporation which may be either within or outside South Carolina.
(b) Unless the articles provide otherwise, no director of the corporation is personally liable for monetary damages for breach of any duty to the corporation or members. However, this provision shall not eliminate or limit the liability of a director:
(1) for any breach of the director's duty of loyalty to the corporation or its members;
(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(3) for any transaction from which a director derived an improper personal benefit; or
(4) under Sections 33-31-831 through 33-31-833.
This provision shall not eliminate or limit the liability of a director for an act or omission occurring before the date when the provision becomes effective.
(c) The articles of incorporation may set forth:
(1) the purpose for which the corporation is organized which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2) the names, addresses, and zip codes of the individuals who are to serve as the initial directors;
(3) provisions not inconsistent with law regarding:
(i) managing and regulating the affairs of the corporation;
(ii) defining, limiting, and regulating the powers of the corporation, its board of directors, and members, or any class of members; and
(iii) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(4) any provision that under this chapter is required or permitted to be set forth in the bylaws.
(d) Each incorporator and director named in the articles must sign the articles.
(e) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-203. Incorporation.

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-204. Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who knew or reasonably should have known that there was no incorporation.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-205. Organization of corporation.

(a) After incorporation:
(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at a call of a majority of the incorporators:
(i) to elect directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this State in accordance with Section 33-31-821.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-206. Bylaws.

(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-207. Emergency bylaws and powers.

(a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(1) how to call a meeting of the board;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(e) A corporate director, officer, employee, or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-301. Purposes.

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject to regulation under another statute of this State may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation is subject to all limitations of the other statute.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-303. Emergency powers.

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(e) Corporate action taken in good faith under this section to further the affairs of the corporation during an emergency binds the corporation. A corporate director, officer, employee, or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency powers provided in this chapter.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-304. Ultra vires.

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.
(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the Attorney General.
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-305. Powers of corporations created by legislative authority before 1900.

All charitable, social, and religious corporations validly created by legislative authority before 1900, or validly created before 1900 by the act of a city, county government, or other political subdivision, in addition to the powers theretofore granted them, have all the powers enumerated in Section 33-31-302, "Powers of Corporation".
HISTORY: 1994 Act No. 384, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 31 - South Carolina Nonprofit Corporation Act › Section 33-31-401. Corporate name.

(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-31-301 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from the name appearing upon the records of the Secretary of State of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in South Carolina, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if:
(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to do business in this State and the proposed user corporation has:
(1) merged with the other corporation;
(2) been formed by reorganization of the other corporation; or
(3) acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) Except for allowing foreign corporations to file for a certificate of authority under a fictitious name as provided in Section 33-31-1506, this chapter does not control the use of fictitious names.
(f) A corporation that converts to a nonprofit corporation pursuant to Section 33-10-110 may continue to use the same name that it used prior to the conversion.
HISTORY: 1994 Act No. 384, Section 1; 2004 Act No. 221, Section 42.