Title 33, Corporations, Partnerships and Associations

(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 this State, (3) a foreign corporation's application for a c…

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing: DOCUMENT FEE (1) Articles of incorporation $10.00. (2) Application for use of indistinguishable name $10.00. (3) Application for reserved n…

(a) Except as provided in subsection (b) of this section and Section 33-1-240(c), a document accepted for filing is effective: (1) at the time for filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or (2) a…

(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…

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of Section 33-1-200, 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 …

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the Circuit Court of Richland County. The appeal is commenced by petition…

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…

(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) the domestic corporation's corporate name o…

(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…

The Secretary of State has the power reasonably necessary to perform the duties required of him by Chapters 1 through 20 of this Title.

As used in Chapters 1 through 19 of this title: (1) "Agreement" includes a valid agreement, written or oral, of the shareholders or between any of the shareholders and the corporation as to the affairs of the corporation and the conduct of its business. The bylaws of a corporatio…

(a) Notice under Chapters 1 through 20 of this Title must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private ca…

(a) For purposes of Chapters 1 through 20 of this Title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) three or fewer co-owners; (2) a corporation, partnership, trust, estate, or other entity; (3) the …

Any person may act as the incorporator of a corporation by delivering articles of incorporation to the Secretary of State for filing.

(a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Section 33-4-101; (2) the number of shares the corporation is authorized to issue, itemized by classes; (3) the street address of the corporation's initia…

(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 inc…

All persons purporting to act as or on behalf of a corporation, when there has been no incorporation under Chapters 1 through 20 of this Title, are jointly and severally liable for all liabilities created while so acting, provided that any person so acting while believing in good…

(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 b…

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders,…

(a) Every corporation incorporated under Chapters 1 through 20 of this Title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation unde…

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitat…

(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 altern…

(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: (1) in a proceeding by a shareholder against the corporation to en…

(a) Except as otherwise authorized by either subsection (f) or (g), a corporate name: (1) must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language…

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of t…

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by Section 33-15-106, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under Section 33-4-101(b)(3)…

(a) If a corporation or foreign corporation that owns real property in South Carolina changes its corporate name by amendment of its articles or by merger, share exchange, domestication, conversion, or reorganization, the newly-named, surviving, acquiring, domesticating, converti…

Each corporation must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who may be: (i) an individual who resides in this State and whose business office is identical with the registered…

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered…

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also di…

Service of process on a corporation must be in accord with the applicable provisions of Title 15.

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for…

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 33-6-101) of (1) any class of shares before the issuance of any shares of that class …

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of out…

(a) A corporation may: (1) issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrenderi…

(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscripti…

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to th…

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 33-6-210) or specified in the subscription agreement (Secti…

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shar…

(A) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are …

(a) Shares may be represented by certificates, but need not be so represented, subject to the provisions of Section 33-6-260(a). Unless Chapters 1 through 20 of this Title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical wh…

(A) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates to the extent that investment securities not evidenced by…

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued befor…

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

(a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide. (b) Unless a statement is included in the articles of incorporation that 'the corporation elects not to…