Title 33, Corporations, Partnerships and Associations

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 Secr…

The corporation shall not receive money on deposit.

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 surp…

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, i…

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.

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.

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 t…

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 o…

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions: (1) All loan limits shall be establi…

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

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 th…

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.

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 co…

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 ann…

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.

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…

This chapter may be cited as the "Uniform Partnership Act."

Nothing in SECTIONS 33-41-970 to 33-41-990 shall affect the liability under SECTION 33-41-380 of any person who after dissolution represents himself or consents to another representing him as partner in a partnership engaged in carrying on business.

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the …

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, nor bankrupt, has the right to wind up the partnership affairs. But any partner, his legal representative or his assignee, upon cause …

When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartner and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property a…

When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall have (a) all the rights specified in SECTION 33-41-1030 and (b) the right, as against each par…

When a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled: (1) To a lien on, or right of retention of, the surplus of the partnership prop…

In settling accounts between the partners after dissolution the following rules must be observed, subject to any agreement to the contrary: (1) the assets of the partnership are: (a) the partnership property and (b) the contributions of the partners specified in item (4); (2) the…

(1) When any new partner is admitted into an existing partnership or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners or to one or more of the partners and one or more th…

When any partner retires or dies and the business is continued under any of the conditions set forth in SECTION 33-41-1070 or item (2) of SECTION 33-41-1040, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unl…

The right to an account of his interest shall accrue to any partner or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the con…

(A) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partners…

The name of a registered limited liability partnership must contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." as the last words or letters of its name.

(A)(1) A registered limited liability partnership shall carry at least $100,000 of liability insurance, beyond the amount of any applicable deductible, of a type that is designed to cover the kinds of negligence, wrongful acts, and misconduct for which liability is limited by Sec…

A limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state or foreign country.

(A) Subject to the Constitution of South Carolina and except as provided in subsection (B), the laws of the State or other jurisdiction under which a foreign limited liability partnership is organized shall govern the organization and internal affairs, the liability of partners f…

(A) A foreign limited liability partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign limited liability partnership tha…

(A) If the Secretary of State finds that an application for a certificate of authority to transact business in this State conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall: (1) endorse on each signed original and duplicate copy …

(A) The application for a foreign limited liability partnership's certificate of authority to transact business in this State is amended by filing articles of amendment with the Secretary of State signed by a person with authority to do so under the laws of the State or other jur…

(A) A foreign limited liability partnership authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State a certificate of cancellation. In order to procure such certificate, the foreign limited liability partnership shall de…

(A) A foreign limited liability partnership transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until the Secretary of State has issued it a certificate of authority to transact business in this State. (B) The failure of a f…

(A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A): (1…

The General Assembly of South Carolina has power to provide regulations regarding Chapter 41 of this title and to amend or repeal all or any part of Chapter 41 of Title 33 or its regulations at any time; and all domestic and foreign limited liability partnerships subject to Chapt…

(a) Pursuant to a plan of merger approved pursuant to subsection (c), a partnership may be merged with or into one or more partnerships, foreign partnerships, corporations, foreign corporations, limited liability companies, foreign limited liability companies, limited partnership…

(a) When a merger takes effect: (1) the separate existence of each partnership or other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the partnerships and other entities that are party to the merger vests in t…

This article does not preclude a partnership from being merged pursuant to other law.

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; …

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 a…

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, c…

(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…