S 224 Session 111 (1995-1996)
S 0224 General Bill, By M.T. Rose
A BILL TO AMEND SECTION 33-2-102, CODE OF LAWS OF SOUTH CAROLINA,1976,
RELATING TO ARTICLES OF INCORPORATION, SO AS TO DELETE THE REQUIREMENT THAT A
LICENSED ATTORNEY FILE A CERTIFICATE CERTIFYING THAT THE REQUIREMENTS FOR
INCORPORATION HAVE BEEN MET.
10/17/94 Senate Prefiled
10/17/94 Senate Referred to Committee on Judiciary
01/10/95 Senate Introduced and read first time SJ-76
01/10/95 Senate Referred to Committee on Judiciary SJ-76
04/18/95 Senate Committee report: Favorable Judiciary SJ-27
04/19/95 Senate Read second time SJ-118
04/20/95 Senate Read third time and sent to House SJ-20
04/25/95 House Introduced and read first time HJ-10
04/25/95 House Referred to Committee on Judiciary HJ-10
Indicates Matter Stricken
Indicates New Matter
COMMITTEE REPORT
April 18, 1995
S. 224
Introduced by SENATOR Rose
S. Printed 4/18/95--S.
Read the first time January 10, 1995.
THE COMMITTEE ON JUDICIARY
To whom was referred a Bill (S. 224), to amend Section
33-2-102, Code of Laws of South Carolina, 1976, relating to
articles of incorporation, so as to delete the requirement, etc.,
respectfully
REPORT:
That they have duly and carefully considered the same, and
recommend that the same do pass:
EDWARD E. SALEEBY, for Committee.
A BILL
TO AMEND SECTION 33-2-102, CODE OF LAWS OF SOUTH
CAROLINA, 1976, RELATING TO ARTICLES OF
INCORPORATION, SO AS TO DELETE THE REQUIREMENT
THAT A LICENSED ATTORNEY FILE A CERTIFICATE
CERTIFYING THAT THE REQUIREMENTS FOR
INCORPORATION HAVE BEEN MET.
Be it enacted by the General Assembly of the State of South
Carolina:
SECTION 1. Section 33-2-102 of the 1976 Code is amended to
read:
"Section 33-2-102. (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 initial registered
office and the name of its initial registered agent at that office;
(4) the name and address of each incorporator; and
(5) the signature of each incorporator; and.
(6) a certificate, signed by an attorney licensed to practice
in this State, that all of the requirements of this section have been
complied with.
(b) The articles of incorporation may set forth:
(1) The the names and addresses of the
individuals who are to serve as the initial directors;
(2) Provisions provisions not inconsistent
with the law regarding:
(i) the purpose for which the corporation is organized;
(ii) managing the business and regulating the affairs of the
corporation;
(iii) defining, limiting, and regulating the powers of the
corporation, its board of directors, and shareholders;
(iv) a par value for authorized shares or classes of shares;
(v) the imposition of personal liability on shareholders for
the debts of the corporation to a specified extent and upon specified
conditions; and
(3) any provision that under Chapters 1 through 20 of this
Title title is required or permitted to be set forth in
the bylaws.
(c) The articles of incorporation need not set forth any of the
corporate powers enumerated in Chapters 1 through 20 of this
Title title.
(d) To be filed, the articles of incorporation must additionally
be accompanied by the initial annual report of the corporation as
specified in Section 12-19-20.
(e) The articles of incorporation of any corporation that either
has a class of voting shares registered with the Securities and
Exchange Commission or another federal agency under Section 12
of the Securities Exchange Act of 1934, has gross assets at the end
of its most recent fiscal year totalling twenty-five million dollars or
more or having five hundred or more shareholders of any class of
stock, may also contain a provision eliminating or limiting the
personal liability of a director to the corporation or its shareholders
for monetary damages for breach of fiduciary duty as a director,
provided that the provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve gross negligence, intentional
misconduct, or a knowing violation of law; (iii) imposed under
Section 33-8-330; or (iv) for any transaction from which the
director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or
omission occurring prior to the date when the provision becomes
effective. If any provision of this subsection or its application to
any person is held invalid, unenforceable, or unconstitutional, this
invalidity, unenforceability, or unconstitutionality shall negate the
other provisions or applications of this subsection, and to this end,
the provisions of this subsection are not severable."
SECTION 2. This act takes effect upon approval by the
Governor.
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