Title 33, Corporations, Partnerships and Associations

A participating financial institution originating a loan to a small business pursuant to this article shall: (1) use its existing business and banking network to market and perpetuate the CAP so as to promote economic development among small businesses in South Carolina; (2) prov…

After receipt of the funds and report provided in Section 33-37-1040(7), BDC shall transfer from the state fund account to the loss reserve account an amount equal to one hundred fifty percent of the total of the contributions of the participating financial institution and the sm…

If the participating financial institution suffers a loss on a loan made pursuant to the CAP and this article, it may request that all or a portion of its allocated loan reserve in the loss reserve account be applied to the loan. Upon receipt by BDC of a certification of loss by …

Earnings or interest from the principal of the state fund account and the loss reserve account must be paid monthly to BDC. In the event the interest paid to the BDC amounts to less than fifty thousand dollars in any year, the difference between the amount paid from interest and …

If a participating financial institution that elects to discontinue its participation in the CAP has funds on deposit in the loss reserve account, the funds must be forfeited by the institution to the state fund and used in the CAP as loss reserves as provided in this article.

An independent certified public accountant, as elected annually by the Board of Directors of the BDC, shall conduct an annual certified audit of its management, administration, and recordkeeping in connection with the CAP and provide the audit to the South Carolina Board of Finan…

If a loan is not made by participating financial institutions for three consecutive years and the General Assembly does not appropriate additional funds for the program for those three consecutive years, BDC may pay over to the participating financial institutions their allocable…

The corporation shall not deposit any of its funds in any banking institution unless the 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 office…

Twenty-five or more persons, a majority of whom shall be residents of this 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 St…

The declaration of charter shall state: (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 …

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.

The first meeting of the corporation must 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 the notice must be mailed or delivered to each incorporator at least five days before the day appointed for…

In furtherance of the purposes for which the corporation is founded and in addition to the powers conferred on business corporations by this title, the corporation, subject to the restrictions and limitations contained in this chapter, may: (1) elect, appoint, and employ officers…

The charter may be amended by the votes of the stockholders and the members of the corporation voting separately by classes. The amendments require approval by the affirmative vote of two-thirds of the votes to which the stockholders are entitled and two-thirds of the votes to wh…

Within thirty days after any meeting at which an amendment of the charter has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and the due adoption of the amendment, must be submitted…

In addition to the powers conferred on the corporation by Section 33-37-250, the corporation may organize and incorporate or create pursuant to this title one or more subsidiary business entities as the board of directors may direct, and these entities shall have all those powers…

In addition to other persons and notwithstanding any provision of general or special law or any provision in their respective charters, agreements of association, articles of organization, or trust indentures: (1) All domestic corporations organized for the purpose of carrying on…

Any financial institution may request membership in the corporation by making application to the board of directors on that form and in that manner as the board of directors may require, and the membership becomes effective upon acceptance of the application by the board.

Membership in the corporation must be for the duration of the corporation; provided, that upon written notice given to the corporation three years in advance a member may withdraw from membership in the corporation at the expiration date of the notice.

The stockholders and the members of the corporation shall have the following powers of the corporation: (1) to elect directors; (2) to make, amend, and repeal bylaws; (3) to amend the charter; and (4) to exercise those powers of the corporation as may be conferred on the stockhol…

(A) As to all matters requiring action by the members and the stockholders of the corporation, the members and the holders of each class of stock, of which there are then shares authorized and outstanding for which votes are entitled to be cast, shall vote separately on the matte…

Each member of the corporation must make loans to the corporation when called upon pursuant to a written loan call agreement approved by the board of directors of the corporation and entered into between the corporation and all members. The loan call agreement must describe the m…

A member may make short-term loans to the corporation independently of the loan calls made pursuant to Section 33-37-460. These short-term loans are not subject to the limitations and restrictions described in Section 33-37-460. When the purpose of the short-term loan is to provi…

The board of directors have the power to issue shares of capital stock of the corporation in the classes, series, and denominations set forth in the charter of the corporation, to the same extent and subject to the same restrictions as are otherwise applicable to business corpora…

The corporation may have offices in those places within or outside of the State, other than the location of the principal office as set forth in the declaration of charter as required in Section 33-37-210, as may be fixed by the board of directors.

Under no circumstances is the credit of the State pledged in this chapter.

The business and affairs of the corporation must be managed and conducted by a board of directors, a president and treasurer and those other officers and agents as the corporation by its bylaws shall authorize.

The board of directors shall consist of such number, not more than twenty-one, as must be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of th…

The board of directors must be elected in the first instance by the incorporators and after that time at each annual meeting of the corporation or, if no annual meeting is held in any year, at the time fixed by the bylaws, at a special meeting held in lieu of the annual meeting. …

Directors and officers are not responsible for losses unless the losses have been occasioned by the wilful misconduct of those directors and officers.

The corporation and its subsidiary corporation are not subject to taxes based upon or measured by income which are levied now or later by the State. The securities, evidences of indebtedness, and shares of the capital stock issued by the corporation and its subsidiary corporation…

Any stockholder, member, or other holder of any securities, evidences of indebtedness, or shares of the capital stock of the corporation or any of its subsidiaries who realizes a loss from the sale, redemption or other disposition of any securities, evidences of indebtedness, or …

Chapters 1 through 20 of this title apply to every corporation organized pursuant to this chapter, except as otherwise provided in Chapters 1 through 20 of this title or by this chapter. If there is a conflict between the provisions of Chapters 1 through 20 of this title and Chap…