Each foreign corporation authorized to transact business in this State must continuously maintain in this State:
(1) a registered office with the same address as that of its registered agent; and
(2) a registered agent, who may be:
(i) an individual who resides in this State and whose office is identical with the registered office;
(ii) a domestic business or nonprofit corporation whose office is identical with the registered office; or
(iii) a foreign business or nonprofit corporation authorized to transact business in this State whose office is identical with the registered office.
HISTORY: 1994 Act No. 384, Section 1.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 31 - South Carolina Nonprofit Corporation Act
Section 33-31-101. Short title.
Section 33-31-102. Reservation of power to amend or repeal.
Section 33-31-120. Filing requirements.
Section 33-31-122. Filing, service, and copying fees.
Section 33-31-123. Effective date of document.
Section 33-31-124. Correcting filed document.
Section 33-31-125. Filing duty of the Secretary of State.
Section 33-31-126. Appeal from Secretary of State's refusal to file document.
Section 33-31-127. Evidentiary effect of copy of filed document.
Section 33-31-128. Certificate of existence.
Section 33-31-129. Penalty for signing false document.
Section 33-31-140. Definitions.
Section 33-31-150. Private foundations.
Section 33-31-151. Express amendment excluding application of Section 33-31-150.
Section 33-31-152. Rights of State are not impaired.
Section 33-31-160. Judicial relief.
Section 33-31-170. Attorney General.
Section 33-31-171. Investigation by Attorney General authorized.
Section 33-31-172. Requesting permission to make examinations.
Section 33-31-173. Use of information is restricted.
Section 33-31-174. Forfeiture of right to operate for refusing examination.
Section 33-31-175. Provisions are cumulative.
Section 33-31-180. Religious corporations; Constitutional protections.
Section 33-31-201. Incorporators.
Section 33-31-202. Articles of incorporation.
Section 33-31-203. Incorporation.
Section 33-31-204. Liability for preincorporation transactions.
Section 33-31-205. Organization of corporation.
Section 33-31-207. Emergency bylaws and powers.
Section 33-31-302. General powers.
Section 33-31-303. Emergency powers.
Section 33-31-304. Ultra vires.
Section 33-31-305. Powers of corporations created by legislative authority before 1900.
Section 33-31-401. Corporate name.
Section 33-31-402. Reserved name.
Section 33-31-403. Registered name of a foreign corporation.
Section 33-31-404. Name change filing requirement when real property owned.
Section 33-31-501. Registered office and registered agent.
Section 33-31-502. Change of registered office or registered agent.
Section 33-31-503. Resignation of registered agent.
Section 33-31-504. Service on corporation.
Section 33-31-505. Notice of Change of Principal Office.
Section 33-31-602. Consideration.
Section 33-31-603. No requirement of members.
Section 33-31-610. Differences in rights and obligations of members.
Section 33-31-612. Member's liability to third parties.
Section 33-31-620. Resignation.
Section 33-31-621. Termination, expulsion, and suspension.
Section 33-31-622. Purchase of memberships.
Section 33-31-630. Derivative suits.
Section 33-31-701. Annual and regular meetings.
Section 33-31-702. Special meetings.
Section 33-31-703. Court-ordered meeting.
Section 33-31-704. Action by written consent.
Section 33-31-705. Notice of meeting.
Section 33-31-706. Waiver of notice.
Section 33-31-707. Record date; determining members entitled to notice and vote.
Section 33-31-708. Action by written or electronic ballot.
Section 33-31-720. Members' list for voting.
Section 33-31-721. Voting entitlement generally.
Section 33-31-722. Quorum requirements.
Section 33-31-723. Voting requirements.
Section 33-31-725. Cumulative voting for directors.
Section 33-31-726. Other methods of electing directors.
Section 33-31-727. Corporation's acceptance of votes.
Section 33-31-730. Voting agreements.
Section 33-31-801. Requirement for and duties of board.
Section 33-31-802. Qualifications of directors.
Section 33-31-803. Number of directors.
Section 33-31-804. Election, designation, and appointment of directors.
Section 33-31-805. Terms of directors generally.
Section 33-31-806. Staggered terms for directors.
Section 33-31-807. Resignation of directors.
Section 33-31-808. Removal of directors elected by members or directors.
Section 33-31-809. Removal of designated or appointed directors.
Section 33-31-810. Removal of directors by judicial proceeding.
Section 33-31-811. Vacancy on board.
Section 33-31-812. Compensation of directors.
Section 33-31-820. Regular and special meetings.
Section 33-31-821. Action without meeting.
Section 33-31-822. Call and notice of meetings.
Section 33-31-823. Waiver of notice.
Section 33-31-824. Quorum and voting.
Section 33-31-825. Committees.
Section 33-31-830. General standards for directors.
Section 33-31-831. Director conflict of interest.
Section 33-31-832. Loans or guarantees for directors and officers.
Section 33-31-833. Liability for unlawful distributions.
Section 33-31-834. Immunity from suit.
Section 33-31-840. Required officers.
Section 33-31-841. Duties and authority of officers.
Section 33-31-842. Standards of conduct for officers.
Section 33-31-843. Resignation and removal of officers.
Section 33-31-844. Contract rights of officers.
Section 33-31-850. Definitions.
Section 33-31-851. Authority to indemnify.
Section 33-31-852. Mandatory indemnification.
Section 33-31-853. Advances for expenses.
Section 33-31-854. Court-ordered indemnification.
Section 33-31-855. Determination and authorization of indemnification.
Section 33-31-856. Indemnification of officers, employees, and agents.
Section 33-31-858. Application of article.
Section 33-31-1001. Authority to amend articles of incorporation.
Section 33-31-1002. Amendment of articles by directors.
Section 33-31-1003. Amendment of articles by directors and members.
Section 33-31-1004. Class voting by members on amendments.
Section 33-31-1005. Articles of amendment.
Section 33-31-1006. Restated articles of incorporation.
Section 33-31-1007. Amendment pursuant to judicial reorganization.
Section 33-31-1008. Effect of amendment and restatement.
Section 33-31-1020. Amendment of bylaws by directors.
Section 33-31-1021. Amendment of the bylaws by directors and members.
Section 33-31-1022. Class voting on bylaw amendment by members.
Section 33-31-1023. Bylaw increasing quorum or voting requirement for members.
Section 33-31-1024. Bylaw increasing quorum or voting requirement for directors.
Section 33-31-1030. Approval of the articles of incorporation and bylaws by third persons.
Section 33-31-1031. Amendment terminating members or redeeming or canceling memberships.
Section 33-31-1101. Approval of plan of merger.
Section 33-31-1102. Limitations on mergers by public benefit or religious corporations.
Section 33-31-1103. Action on plan by board, members, and third persons.
Section 33-31-1104. Articles of merger.
Section 33-31-1105. Effect of merger.
Section 33-31-1106. Merger with foreign corporation.
Section 33-31-1107. Bequests, devises, and gifts not affected by merger.
Section 33-31-1201. Sale of assets in regular course of activities and mortgage of assets.
Section 33-31-1202. Sale of assets other than in regular course of activities.
Section 33-31-1301. Prohibited distributions.
Section 33-31-1302. Authorized distributions.
Section 33-31-1401. Dissolution by incorporators.
Section 33-31-1402. Dissolution by directors, members, and third persons.
Section 33-31-1403. Notices to the Attorney General.
Section 33-31-1404. Articles of dissolution.
Section 33-31-1405. Revocation of dissolution.
Section 33-31-1406. Effect of dissolution.
Section 33-31-1407. Known claims against dissolved corporation.
Section 33-31-1408. Unknown claims against dissolved corporation.
Section 33-31-1420. Grounds for administrative dissolution.
Section 33-31-1421. Procedure for and effect of administrative dissolution.
Section 33-31-1422. Reinstatement following administrative dissolution.
Section 33-31-1423. Appeal from denial of reinstatement.
Section 33-31-1430. Grounds for judicial dissolution.
Section 33-31-1431. Procedure for judicial dissolution.
Section 33-31-1432. Receivership or custodianship.
Section 33-31-1433. Decree of dissolution.
Section 33-31-1440. Deposit with Department of Revenue and Taxation.
Section 33-31-1501. Authority to transact business required.
Section 33-31-1502. Consequences of transacting business without authority.
Section 33-31-1503. Application for certificate of authority.
Section 33-31-1504. Amended certificate of authority.
Section 33-31-1505. Effect of certificate of authority.
Section 33-31-1506. Corporate name of foreign corporation.
Section 33-31-1507. Registered office and registered agent of foreign corporation.
Section 33-31-1508. Change of registered office or registered agent of foreign corporation.
Section 33-31-1509. Resignation of registered agent of foreign corporation.
Section 33-31-1510. Service on foreign corporations.
Section 33-31-1515. Notice of change of principal office.
Section 33-31-1520. Withdrawal of foreign corporation.
Section 33-31-1531. Procedure and effect of revocation.
Section 33-31-1532. Appeal from revocation.
Section 33-31-1601. Corporate records.
Section 33-31-1602. Inspection of records by members.
Section 33-31-1603. Scope of inspection rights.
Section 33-31-1604. Court-ordered inspection.
Section 33-31-1605. Limitations on use of membership list.
Section 33-31-1620. Financial statements for members.
Section 33-31-1621. Report of indemnification to members.
Section 33-31-1701. Application to Existing Domestic Corporations.
Section 33-31-1702. Application to Qualified Foreign Corporations.
Section 33-31-1703. Saving Provisions.
Section 33-31-1704. Severability.
Section 33-31-1705. Effective Date.
Section 33-31-1706. Public Benefit, Mutual Benefit, and Religious Corporations.