Title 33, Corporations, Partnerships and Associations

(a) Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under Section 33-19-109 solely for the rendering of professional services, including services ancillary to them, within a single profession. (b) A corporation may elect …

(a) Except as provided in subsection (b), a professional corporation has the powers enumerated in Section 33-3-102. (b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity only if the…

(a) A domestic or foreign corporation may render professional services in this State only through individuals licensed or otherwise authorized in this State to render the services. (b) Subsection (a) does not: (1) require an individual employed by a professional corporation to be…

(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation. (b) Subsection (a) does not prohibit a professional corporation from investing its funds …

(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of Sections 33-4-101 and 33-15-106: (1) must contain the words "professional corporation", "prof…

(a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) individuals who are authorized by law in this or another state to render a professional service described in the corporation's articles of incorporation; (2) …

(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: "The transfer of shares of a professional corporation is restricted by the South Carolina Professional Corporation Supplement, Chapter 19 of Title 33, and may be …

(a) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, and professional corporations qualified under Section 33-19-200 to be issued sh…

(a) An attempt to transfer shares in a professional corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a professional corporation in violation of a prohibition against transfer that is not bind…

(a) A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder, if and as of the date of death, disqualification, or transfer, if: (1) the shareholder dies; (2) the shareholder becomes a disqualified person, except as provi…

(a) A professional corporation has a thirty-day option to purchase the shares of any qualified shareholder whose employment with the corporation is voluntarily or involuntarily terminated unless the shares of the terminated shareholders are required to be purchased upon terminati…

(a) If shares must be acquired under Section 33-19-230 or 33-19-231, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, to the disqualified person or transferee or to the terminated shareholder, …

(a) If the selling shareholder does not accept the professional corporation's offer under Section 33-19-240(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceed…

(a) The court in an appraisal proceeding commenced under Section 33-19-250 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. The co…

If the shares of a disqualified person are not acquired under Section 33-19-240 or 33-19-250 within ten months after the death of the shareholder or within five months after the disqualification or transfer or, in the case of the exercise of the option to purchase the shares foll…

Not less than one-half of the directors of a professional corporation, and all of its officers except the secretary and treasurer, if any, must be qualified persons with respect to the corporation.

(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation. (b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a beneficiary who is a qu…

(a) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and his client or patient is the same as if the individual were rendering the services as a sole practitioner. (b) The relationship between …

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of this State is not affected by this chapter. The privilege applies to a domestic or foreign profession…

(a) Each individual who renders professional services as an employee of a domestic or foreign professional corporation 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 practitione…

(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporat…

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of Section 33-4-101. After the amendment becomes effecti…

The Attorney General may commence a proceeding under Sections 33-14-300 through 33-14-330 to dissolve a professional corporation if: (1) the Secretary of State or a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorp…

(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) A foreign professional corporation may not obtain a certificate of authority unless: (…

The application of a foreign professional corporation for a certificate of authority to render professional services in this State must contain the information called for by Section 33-15-103 and, in addition, include a statement that all of its shareholders, not less than one-ha…

The Secretary of State administratively may revoke under Sections 33-15-300 through 33-15-320 the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisdiction over a professional service de…

The annual report required by Section 33-16-220 for each domestic professional corporation and for each foreign professional corporation authorized to transact business in this State must include a statement that all of its shareholders, not less than one-half of its directors, a…

Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.

This chapter does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority nor does it affect the interpretation or application of any law pertaining to standards of professional co…

(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the licensing authority for filing. (b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred…

(a) Except as set forth in subsections (b), (c), (d), and (e), this chapter applies to a professional corporation formed under Act 784 of 1962 in existence on its effective date. (b) Section 33-19-109 does not apply to professional corporations formed prior to the effective date …