(a) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 which do not then have on file with the Secretary of State either a current registered office or a current registered agent at that office shall file on or before January 2, 1996, "Notification by Existing Corporation" form. Such form shall designate:
(1) the name of the corporation;
(2) the street address of the registered office in this State with zip code; and,
(3) the name of the registered agent whose office address shall be identical with the registered office.
(b) If any domestic or foreign corporation fails to make the filing required by subsection (a) on or before January 2, 1996, it is considered as of January 2, 1996, to have designated the Secretary of State as its agent upon whom process against it may be served in any action or proceeding arising in any court in this State. Service of process is made by delivering to and leaving with the Secretary of State, or with any person designated by him to receive such service, duplicate copies of the process, notice, or demand. The Secretary of State immediately shall cause copies to be forwarded by certified mail addressed to the corporation at (1) the headquarters or principal office of the domestic corporation designated upon its declaration and petition for incorporation or application for qualification of a foreign corporation, (2) the last address of the domestic or foreign corporation known to the plaintiff, and (3) with respect to a foreign corporation, any registered office in the jurisdiction of incorporation (which address shall be as provided to the Secretary of State by the plaintiff). All costs of mailing shall be paid by the plaintiff and the Secretary of State may charge a fee of twenty dollars for the service.
(c) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 whose headquarters or principal office as listed upon its declaration and petition for incorporation as a domestic nonprofit corporation or application for certificate of authority to transact business as a foreign nonprofit corporation which is no longer the location of the corporation's principal office shall file (1) a Notice of Change of Principal Office as is required by Section 33-31-505 or Section 33-31-1515, or (2) may designate upon the notice filed pursuant to subsection (a) the current street address along with the zip code of the corporation's principal office and the address of the former principal office (which filing shall serve as a Notification of Change of Principal Office). Any such domestic corporation may also elect a designation as a public benefit, mutual benefit, or religious corporation as is provided in Section 33-31-1706(b).
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.