reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-10. Definitions.

As used in this chapter the following words and phrases, unless differently defined or described, shall have meanings and references as follows:
(1) "Corporation" means a county business development corporation created under this chapter;
(2) "Financial institution" means any banking corporation or trust company, building and loan association, insurance company or related corporation, partnership, foundation or other institution engaged primarily in lending or investing funds;
(3) "Member" means any financial institution authorized to do business within this State which shall undertake to lend money to a corporation created under this chapter, upon its call, and in accordance with the provisions of this chapter;
(4) "Board of directors" means the board of directors of the corporation created under this chapter; and
(5) "Loan limit" means, for any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation as determined under the provisions of this chapter.
HISTORY: 1962 Code Section 12-1201; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-20. Deposit of funds.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
HISTORY: 1962 Code Section 12-1202; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-40. Establishment and maintenance of surplus.

Each year the corporation shall set apart as earned surplus not less than ten per cent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable, and the directors' determination made in good faith shall be conclusive on all persons.
HISTORY: 1962 Code Section 12-1204; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-60. Corporation and its securities exempt from taxes.

The corporation shall not be subject to any taxes based upon or measured by income which are now or may be hereafter levied by the State; and the securities, evidences of indebtedness and shares of the capital stock issued by the corporation established under the provisions of this chapter, their transfer, income therefrom and deposits of financial institutions invested therein shall at all times be free from taxation within the State.
HISTORY: 1962 Code Section 12-1206; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-70. Tax credit for nondeductible losses arising from sale and other disposition of securities of corporation.

Any stockholder, member or other holder of any securities, evidences of indebtedness or shares of the capital stock of the corporation who realizes a loss from the sale, redemption or other disposition of any securities, evidences of indebtedness or shares of the capital stock of the corporation, including any such loss realized on a partial or complete liquidation of the corporation, and who is not entitled to deduct such loss in computing any of such stockholder's, member's or other holder's taxes to the State shall be entitled to credit against any taxes subsequently becoming due to the State from such stockholder, member or other holder a percentage of such loss equivalent to the highest rate of tax assessed for the year in which the loss occurs upon mercantile and business corporations.
HISTORY: 1962 Code Section 12-1207; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-210. Filing declaration of charter; contents.

Ten or more persons, a majority of whom shall be residents of the same county of the State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the county and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State, under their hands and seals, set forth:
(1) The name of the corporation, which shall include the words "Business Development Corporation of __________ County";
(2) The location of the principal office of the corporation within the county; and
(3) The purposes for which the corporation is founded, which shall include the following: To promote, stimulate, develop and advance the business prosperity and economic welfare of the county in which formed and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in the county and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the county, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of the county; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in the county; and to provide financing for the promotion, development and conduct of all kinds of business activity in the county.
HISTORY: 1962 Code Section 12-1221; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-220. Additional contents of declaration of charter.

The declaration of charter shall set forth (a) the amount of total authorized capital stock and the number of shares in which it is divided, (b) the par value of each share, (c) the amount of capital stock with which the corporation will commence business, (d) if there is more than one class of stock, a description of the different classes and (e) the names and post-office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the amount of capital with which the corporation will commence business. The declaration of charter may also contain any provision consistent with the laws of this State for the regulation of the affairs of the corporation or creating, defining, limiting and regulating its powers. The declaration of charter shall be in accordance with the provisions of Section 33-2-102.
HISTORY: 1962 Code Section 12-1222; 1960 (51) 1907.
Code Commissioner's Note
The reference in subsection (e) to Section 33-37-30 was changed to Section 33-2-102 at the direction of the Code Commissioner to reflect the recodification by 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-230. Charter shall be void unless business begun within three years.

If a corporation organized pursuant to this chapter shall fail to begin business within three years from the effective date of its charter, then the charter shall become null and void.
HISTORY: 1962 Code Section 12-1223; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-240. Calling first meeting; organization; quorum.

The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of such unanimous agreement of the incorporators.
At such first meeting the incorporators shall organize by the choice of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Six of the incorporators shall be a quorum for the transaction of business.
HISTORY: 1962 Code Section 12-1224; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-260. Amendment of charter.

The charter may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed in this chapter, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the Secretary of State to examine the corporation or the obligation of the corporation to make reports as provided by law shall be made without amendment of this chapter; and provided, further, that no amendment of the charter which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate or maturity date or in the security or credit position of any outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-39-430 or affects a member's voting rights as provided in Sections 33-39-440 and 33-39-450 shall be made without the consent of each member affected by such amendment.
HISTORY: 1962 Code Section 12-1226; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-270. Approval by Secretary of State and filing of articles of amendment.

Within thirty days after any meeting at which amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.
HISTORY: 1962 Code Section 12-1227; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-410. Who may become members, stockholders or bondholders.

Notwithstanding any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures, (a) all domestic corporations organized for the purpose of carrying on business within this State, including without implied limitation any public utility companies and insurance and casualty companies, foreign corporations licensed to do business in the State and all trusts may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of such stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the State; (b) all financial institutions may become members of the corporation and make loans to the corporation as provided in this chapter; (c) a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation; and (d) each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by or the shares of the capital stock of the corporation and while owners of such stock to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the State; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten per cent of the loan limit of such member. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
HISTORY: 1962 Code Section 12-1241; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-420. Application for membership.

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as the board of directors may require, and the membership shall become effective upon acceptance of such application by the board.
HISTORY: 1962 Code Section 12-1242; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-430. Duration of membership; withdrawal.

Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation three years in advance a member may withdraw from membership in the corporation at the expiration date of such notice.
HISTORY: 1962 Code Section 12-1243; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-440. Powers of stockholders and members.

The stockholders and the members of the corporation shall have the following powers of the corporation:
(1) To elect directors;
(2) To make, amend and repeal bylaws;
(3) To amend the charter; and
(4) To exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws.
HISTORY: 1962 Code Section 12-1244; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-450. Voting by stockholders and members.

As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and the members shall vote separately thereon by classes, and, except as otherwise provided in this chapter, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.
Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than one thousand dollars shall have one additional vote, in person or by proxy, for each additional one thousand dollars which such member is authorized to have outstanding on loans to the corporation at any one time as determined under item (3) (b) of Section 33-39-460.
HISTORY: 1962 Code Section 12-1245; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-610. Management of corporation.

The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer and such other officers and such agents as the corporation by its bylaws shall authorize.
HISTORY: 1962 Code Section 12-1261; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-620. Board of directors; membership; powers.

The board of directors shall consist of such number, not more than seven, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which shall be filled as provided in Section 33-39-630.
HISTORY: 1962 Code Section 12-1262; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-630. Election of directors; vacancies.

The board of directors shall be elected initially by the incorporators and thereafter at each annual meeting of the corporation or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. At each annual meeting, or at each special meeting held in lieu of the annual meeting, the members of the corporation shall elect four directors and the stockholders shall elect the remaining three. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election and until their successors are elected and qualify, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
HISTORY: 1962 Code Section 12-1263; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 39 - County Business Development Corporations › Section 33-39-640. Liability for losses.

Directors and officers shall not be responsible for losses unless the losses shall have been occasioned by the wilful misconduct of such directors and officers.
HISTORY: 1962 Code Section 12-1264; 1960 (51) 1907.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-20. Definitions.

As used in this chapter:
(1) "Court" includes every court and judge having jurisdiction in the case;
(2) "Business" includes every trade, occupation, or profession;
(3) "Bankrupt" includes a bankrupt under the Federal Bankruptcy Act or an insolvent under any state insolvent act;
(4) "Conveyance" includes every assignment, lease, mortgage, or encumbrance;
(5) "Real property" includes land and any interest or estate in land; and
(6) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this State, registered under Section 33-41-1110 and complying with Sections 33-41-1120 and 33-41-1130.
HISTORY: 1962 Code Section 52-2; 1952 Code Section 52-2; 1950 (46) 1841; 1994 Act No. 448, Section 3.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-30. What constitutes "knowledge" or "notice" of a fact.

(1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
(2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice
(a) states the fact to such person or
(b) delivers through the mail or by other means of communication a written statement of the fact to such person or to a proper person at his place of business or residence.
HISTORY: 1962 Code Section 52-3; 1952 Code Section 52-3; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-40. Rules of construction; applicable rules of law; existing rights are not affected.

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(2) The law of estoppel shall apply under this chapter.
(3) The law of agency shall apply under this chapter.
(4) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact substantially identical legislation.
(5) This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this chapter takes effect.
HISTORY: 1962 Code Section 52-4; 1952 Code Section 52-4; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-50. Rules for cases not provided for.

In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
HISTORY: 1962 Code Section 52-5; 1952 Code Section 52-5; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-210. "Partnership" defined; application to limited partnerships.

A "partnership" is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this State, a registered limited liability partnership. However, any association formed under any other statute of this State or any statute adopted by authority, other than the authority of this State, is not a partnership under this chapter unless the association would have been a partnership in this State before the adoption of this chapter on February 13, 1950.
This chapter shall apply to limited partnerships except insofar as the statutes relating to the partnerships are inconsistent with the provisions of this chapter.
HISTORY: 1962 Code Section 52-11; 1952 Code Section 52-11; 1950 (46) 1841; 1994 Act No. 448, Section 4.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-220. Determining existence of partnership.

In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by Section 33-41-380 persons who are not partners as to each other are not partners as to third persons;
(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profit made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived; and
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment
(a) as a debt by installments or otherwise,
(b) as wages of an employee or rent to a landlord,
(c) as an annuity to a widow or representative of a deceased partner,
(d) as interest on a loan, though the amount of payment vary with the profits of the business or
(e) as the consideration for the sale of the good will of a business or other property by installments or otherwise.
HISTORY: 1962 Code Section 52-12; 1952 Code Section 52-12; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-230. Partnership property; acquisition and conveyance.

(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
(2) Unless the contrary intention appears property acquired with partnership funds is partnership property.
(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
HISTORY: 1962 Code Section 52-13; 1952 Code Section 52-13; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-310. Partner's acts and agency; limitation of authority.

(1) Every partner is an agent of the partnership for the purpose of its business and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom he is dealing has knowledge of the fact that he has no such authority.
(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to
(a) assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,
(b) dispose of the good will of the business,
(c) do any other act which would make it impossible to carry on the ordinary business of a partnership,
(d) confess a judgment or
(e) submit a partnership claim or liability to arbitration or reference.
(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
HISTORY: 1962 Code Section 52-21; 1952 Code Section 52-21; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-320. Conveyances of real property of partnership.

(1) When title to real property is in the partnership name any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of paragraph (1) of Section 33-41-310 or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
(2) When title to real property is in the name of the partnership a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of Section 33-41-310.
(3) When title to real property is in the name of one or more but not all the partners and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of paragraph (1) of Section 33-41-310, unless the purchaser or his assignee is a holder for value without knowledge.
(4) When the title to real property is in the name of one or more or all the partners or in a third person in trust for the partnership a conveyance executed by a partner in the partnership name or in his own name passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of Section 33-41-310.
(5) When the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
HISTORY: 1962 Code Section 52-22; 1952 Code Section 52-22; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-330. Admission or representation by partner as evidence.

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
HISTORY: 1962 Code Section 52-23; 1952 Code Section 52-23; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-340. Notice to or knowledge of partner.

Notice to any partner of any matter relating to partnership affairs, the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
HISTORY: 1962 Code Section 52-24; 1952 Code Section 52-24; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-350. Liability for wrongful act or omission of partner.

When, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is cause to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
HISTORY: 1962 Code Section 52-25; 1952 Code Section 52-25; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-360. Partnership is bound by partner's breach of trust.

The partnership is bound to make good the loss:
(1) When one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
(2) When the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
HISTORY: 1962 Code Section 52-26; 1952 Code Section 52-26; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-370. Nature of partners' liability.

(A) Except as provided by subsection (B), all partners are liable jointly and severally for everything chargeable to the partnership.
(B) Subject to subsections (C) and (D), a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, for debts, obligations, and liabilities chargeable to the partnership arising from negligence, wrongful acts, or misconduct committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.
(C) Subsection (B) shall not affect the liability of a partner in a registered limited liability partnership for his own negligence, wrongful acts, or misconduct, or that of a person under his direct supervision and control.
(D) Each individual who renders professional services on behalf of a registered limited liability partnership is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A partner of a registered limited liability partnership which renders professional services, as defined in Section 33-19-103(7), is not liable for the negligence, wrongful acts, misconduct, or omissions of other partners, agents, or employees of the registered limited liability partnership unless he is at fault in appointing, supervising, or cooperating with them.
HISTORY: 1962 Code Section 52-27; 1952 Code Section 52-27; 1950 (46) 1841; 1986 Act No. 533, Section 5; 1994 Act No. 448, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-380. Liability as partner by estoppel.

(1) When a person, by words spoken or written or by conduct, represents himself or consents to another representing him to anyone as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
When a partnership liability results, he is liable as though he were an actual member of the partnership. When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
(2) When a person has been thus represented to be a partner in an existing partnership or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact with respect to persons who rely upon the representation. When all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
HISTORY: 1962 Code Section 52-28; 1952 Code Section 52-28; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-390. Liability of incoming partner.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
HISTORY: 1962 Code Section 52-29; 1952 Code Section 52-29; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-510. Rules determining rights and duties of partners as to partnership.

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(1) each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. Except as provided in Section 33-41-370(B), each partner shall contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits;
(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business or for the preservation of its business or property;
(3) A partner who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute shall be paid interest from the date of the payment or advance;
(4) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made;
(5) All partners have equal rights in the management and conduct of the partnership business;
(6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the affairs;
(7) No person can become a member of a partnership without the consent of all the partners; and
(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
HISTORY: 1962 Code Section 52-41; 1952 Code Section 52-41; 1950 (46) 1841; 1994 Act No. 448, Section 6.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-520. Partnership books.

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership and every partner shall at all times have access to and may inspect and copy any of them.
HISTORY: 1962 Code Section 52-42; 1952 Code Section 52-42; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-530. Duty of partners to give information.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or any partner under a legal disability.
HISTORY: 1962 Code Section 52-43; 1952 Code Section 52-43; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-540. Partner is accountable as a fiduciary.

(1) Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property.
(2) This section applies also to the representative of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representative of the last surviving partner.
HISTORY: 1962 Code Section 52-44; 1952 Code Section 52-44; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-550. Right to formal accounting.

Any partner shall have the right to a formal account as to partnership affairs:
(1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners;
(2) If the right exists under the terms of any agreement;
(3) As provided by Section 33-41-540; or
(4) Whenever other circumstances render it just and reasonable.
HISTORY: 1962 Code Section 52-45; 1952 Code Section 52-45; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-560. Continuation of partnership beyond fixed term or particular undertaking.

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
HISTORY: 1962 Code Section 52-46; 1952 Code Section 52-46; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-710. Extent of property rights.

The property rights of a partner are:
(1) His rights in specific partnership property;
(2) His interest in the partnership; and
(3) His right to participate in the management of the partnership.
HISTORY: 1962 Code Section 52-51; 1952 Code Section 52-51; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-720. Nature of right in specific partnership property.

(1) A partner is a co-owner with his partners of specific partnership property, holding as a tenant in partnership.
(2) The incidents of his tenancy are such that
(a) a partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes but he has no right to possess such property for any other purpose without the consent of his partners,
(b) a partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property,
(c) a partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership and when partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws,
(d) on the death of a partner his right in specific partnership property vests in the surviving partner or partners, except when the deceased was the last surviving partner in which case his right in such property vests in his legal representative; but such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose and
(e) a partner's right in specific partnership property is not subject to dower, curtesy or allowances to widows, heirs or next of kin.
HISTORY: 1962 Code Section 52-52; 1952 Code Section 52-52; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-730. Nature of partner's interest in partnership.

A partner's interest in the partnership is his share of the profits and surplus and is personal property.
HISTORY: 1962 Code Section 52-53; 1952 Code Section 52-53; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-740. Effect of assignment of partner's interest in partnership.

(1) The conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, to require any information or account of partnership transactions or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all partners.
HISTORY: 1962 Code Section 52-54; 1952 Code Section 52-54; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-750. Rights of creditor when partner is a judgment debtor; redemption of partner's interest.

(1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon and may then or later appoint a receiver of his share of the profits and of any other money due or to fall due to him in respect of the partnership and make all other orders, directions, accounts and inquiries which the debtor partner might have made or which the circumstances of the case may require.
(2) The interest charged may be redeemed at any time before foreclosure or in case of a sale being directed by the court may be purchased without thereby causing a dissolution
(a) with separate property, by any one or more of the partners or
(b) with partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
(3) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
HISTORY: 1962 Code Section 52-55; 1952 Code Section 52-55; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-910. "Dissolution" defined.

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
HISTORY: 1962 Code Section 52-61; 1952 Code Section 52-61; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-920. Partnership is not terminated by dissolution.

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
HISTORY: 1962 Code Section 52-62; 1952 Code Section 52-62; 1950 (46) 1841.