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"Section 33-15-300. (a) The Secretary of State Department of Commerce shall commence a proceeding under Section 33-15-310 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

(1) the foreign corporation does not deliver its annual report to the Department of Revenue and Taxation when due;

(2) the foreign corporation does not pay, when they are due, any franchise taxes, taxes payable under Chapter 7 6 of Title 12, or penalties imposed by this act or other law;

(3) the foreign corporation is without a registered agent or registered office in this State;

(4) the foreign corporation does not inform the Secretary of State Department of Commerce under Section 33-15-108 or 33-15-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued;

(5) an incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State Department of Commerce for filing;

(6) the Secretary of State Department of Commerce receives a duly authenticated certificate from the Secretary of State department or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(b) The Secretary of State Department of Commerce shall proceed under Section 33-15-310(c) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if he is notified by the Department of Revenue and Taxation that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675 law."

SECTION 200. Section 33-15-310 of the 1976 Code, as last amended by Section 517, Act 181 of 1993, is further amended to read:

"Section 33-15-310. (a) If the Secretary of State Department of Commerce determines that grounds exist under Section 33-15-300(a) for revocation of a certificate of authority, he it shall mail written notice of his determination to the foreign corporation.

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the

(c) If the Secretary of State Department of Commerce is notified by the Department of Revenue and Taxation that the foreign corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675 law, the Secretary of State department shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State department shall file the original of the certificate and send a copy to the foreign corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(d) The authority of a foreign corporation to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority.

(e) The Secretary of State's Department of Commerce's revocation of a foreign corporation's certificate of authority appoints the Secretary of State Director of the Department of Commerce as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State Director of the Department of Commerce under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if none is on file, in its application for a certificate of authority.

(f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation."

SECTION 201. Section 33-15-320 of the 1976 Code is amended to read:

"Section 33-15-320. (a) A foreign corporation may appeal the Secretary of State's Department of Commerce's revocation of its

(b) The court may summarily order the Secretary of State Department of Commerce to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings."

SECTION 202. Section 33-15-330 of the 1976 Code, as last amended by Section 518, Act 181 of 1993, is further amended:

"Section 33-15-330. (A) A foreign corporation whose certificate of authority has been revoked administratively under Section 33-15-310 may apply to the Secretary of State Department of Commerce for reinstatement at any time after the effective date of revocation. The application must:

(1) recite the name of the foreign corporation and the effective date of its administrative revocation;

(2) state that the grounds for revocation either did not exist or have been eliminated;

(3) state that the foreign corporation's name satisfies the requirements of Section 33-4-101;

(4) contain a certificate from the South Carolina Department of Revenue and Taxation stating that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid.

(B) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (A) and that the information is correct, he it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the foreign corporation.

(C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the foreign corporation may resume carrying on its business as if the administrative revocation had never occurred."

SECTION 203. Section 33-19-109 of the 1976 Code is amended to read:

"Section 33-19-109. (a) A person may incorporate a professional corporation by delivering to the Secretary of State Department of Commerce for filing articles of incorporation that state (1) it is a

(b) A corporation incorporated under a general law of this State that is not repealed by this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection (a) and Section 33-19-150."

SECTION 204. Section 33-19-420 of the 1976 Code is amended to read:

"Section 33-19-420. The Attorney General may commence a proceeding under Sections 33-14-300 through 33-14-330 to dissolve a professional corporation if:

(1) the Secretary of State Department of Commerce or a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation serves written notice on the corporation under Section 33-1-300 that it has violated or is violating a provision of this chapter;

(2) the corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce or licensing authority that it did not occur, within sixty days after service of the notice is perfected under Section 33-1-300; and

(3) the Secretary of State Department of Commerce or licensing authority certifies to the Attorney General a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty days after perfection of service of the notice."

SECTION 205. Section 33-19-500 of the 1976 Code is amended to read:

"Section 33-19-500. (a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(b) A foreign professional corporation may not obtain a certificate of authority unless:

(1) its corporate name satisfies the requirements of Section 33-19-150;

(2) it is incorporated for one or more of the purposes described in Section 33-19-110; and

(3) all of its shareholders, not less than one-half of its directors, and all of its officers other than its secretary and treasurer, if any, are licensed

(c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for conduct of business or professional practice."

SECTION 206. Section 33-19-520 of the 1976 Code is amended to read:

"Section 33-19-520. The Secretary of State Department of Commerce administratively may revoke under Sections 33-15-300 through 33-15-320 the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the Secretary of State department that the corporation is in violation of a provision of this chapter and describes the violation in the certificate."

SECTION 207. Section 33-19-700 of the 1976 Code is amended to read:

"Section 33-19-700. (a) Except as set forth in subsections (b), (c), (d), and (e), this chapter applies to a professional corporation formed under Act 784 of 1962 in existence on its effective date.

(b) Section 33-19-109 does not apply to professional corporations formed prior to the effective date of this chapter unless and until its articles of association are amended.

(c) Section 33-19-210 does not apply to any share certificates that are issued and outstanding prior to the effective date of this chapter.

(d) Section 33-19-600 does not apply to any professional corporation in existence prior to the effective date of this chapter that was not on that date required to file its articles of association with a licensing authority. Any professional corporation qualifying for this exemption shall file its articles of association with the first annual report required to be filed pursuant to Section 33-19-610.

(e) Within thirty days after the effective date of this chapter, the Secretary of State Department of Commerce shall send to the president of each professional corporation at the association's address as shown in the association's most recent annual report on file in the office of with the Secretary of State Department of Commerce a written notice stating that:

(1) the association is required to file with the Secretary of State Department of Commerce on or before January 1, 1991, a copy of the association's articles of association and all amendments to the articles;

(3) all future amendments and restatements of the association's articles of association must be filed with the Secretary of State Department of Commerce and must comply with the requirements of this title; and

(4) no amendment or restatement of the association's articles after the effective date of this chapter may be filed in the office of the clerks of court.

(f) A professional corporation in existence on the effective date of this chapter is not in violation of this chapter for failure to file its articles of association with the Secretary of State as required by subsection (e) or to make any amendments to its articles of association required by this chapter or Chapters 1 through 17 of the South Carolina Business Corporation Act of 1988 until January 1, 1991. The failure of a professional corporation to file its articles of association and any necessary amendments to its articles of association by that date does not:

(1) impair the validity of any contract or act of the professional corporation;

(2) prevent the professional corporation from maintaining or defending any action, suit, or proceeding in any court in this State; or

(3) result in any shareholder not being governed by Section 33-19-340 with respect to liability for professional services.

(g) This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity."

SECTION 208. Section 33-31-120 of the 1976 Code is amended to read:

"Section 33-31-120. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State Department of Commerce.

(b) This chapter must require or permit filing the document in the office of the Secretary of State Department of Commerce.

(c) The document must contain the information required by this chapter. It may contain other information as well.

(d) The document must be typewritten or printed.

(e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;

(2) if directors have not been selected or the corporation has not been formed by an incorporator; or

(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:

(1) the corporate seal;

(2) an attestation by the secretary or an assistant secretary; or

(3) an acknowledgement, verification, or proof.

(h) If the Secretary of State Department of Commerce has prescribed a mandatory form for a document under Section 33-31-121, the document must be in or on the prescribed form.

(i) The document must be delivered to the office of the Secretary of State Department of Commerce for filing and must be accompanied by one exact or conformed copy, except as provided in Sections 33-31-503 and 33-31-1509, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law."

SECTION 209. Section 33-31-121 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-121. (a) The Secretary of State Department of Commerce 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 South Carolina;

(3) a foreign corporation's application for a certificate of withdrawal; and

(4) the notice of change of principal office. If the Secretary of State Department of Commerce so requires, use of these forms is mandatory.

The Secretary of State department through regulation may prescribe a mandatory form with regard to any other forms required or permitted by Chapter 31, Title 33 to be filed in his office. All mandatory forms must comply with the statutory requirements contained in Chapter 31.

(b) The Secretary of State Department of Commerce may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory."

SECTION 210. Section 33-31-122 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

(1) Articles of incorporation. . . . .$25.00

(2) Application for use ofindistinguishable name. . . . .$10.00

(3) Application for reserved name. . . . .$10.00

(4) Notice of transfer of reserved name. . . . .$ 3.00

(5) Application for registered name. . . . .$10.00

(6) Application for renewal of registered name. . . . .$10.00

(7) Corporation's statement of change of registered agent or registered office or both. . . . .$10.00

(8) Agent's statement of change of registered office for each affected corporation. . . . .$ 2.00

(9) Agent's statement of resignation. . . . .$ 3.00

(10) Amendment of articles of incorporation. . . . .$10.00

(11) Restatement of articles of incorporation with amendments. . . . .$10.00

(12) Articles of merger. . . . .$10.00

(13) Articles of dissolution. . . . .$10.00

(14) Articles of revocation of dissolution. . . . .$10.00

(15) Certificate of administrative dissolution. . . . .No Fee

(16) Application for reinstatement following administrative dissolution. . . . .$25.00

(17) Certificate of reinstatement. . . . .No Fee

(18) Certificate of judicial dissolution. . . . .No Fee

(19) Application for certificate of authority. . . . .$10.00

(20) Application for amended certificate of authority. . . . .$10.00

(21) Application for certificate of withdrawal. . . . .$10.00

(22) Certificate of revocation of authority to transact business. . . . .No Fee

(23) Notice of change of principle office. . . . .$10.00

(24) Articles of correction. . . . .$10.00

(25) Application for certificate of existence or authorization. . . . .$10.00

(26) Notification by existing corporation. . . . .$10.00

(27) Irrevocable election to be governed. . . . .$25.00

(28) Any other document required or permitted to be filed by this chapter. . . . .$10.00

(b) The Secretary of State Department of Commerce shall collect a fee of ten dollars each time process is served on him under Chapter 31 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.

(1) for copying, one dollar for the first page and fifty cents for each additional page; and

(2) two dollars for the certificate."

SECTION 211. Section 33-31-123 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-123. (a) Except as provided in subsection (b), a document is effective:

(1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's Department of Commerce's endorsement on the original document; or

(2) at the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed."

SECTION 212. Section 33-31-124 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-124. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State Department of Commerce 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 correction that:

(i) describe the document, including its filing date, or attach a copy of it to the articles;

(ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(iii) correct the incorrect statement or defective execution; and

(2) by delivering the articles of correction to the Secretary of State Department of Commerce.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed."

"Section 33-31-125. (a) If a document delivered to the office of the Secretary of State Department of Commerce for filing satisfies the requirements of Section 33-31-120, the Secretary of State department shall file it.

(b) The Secretary of State Department of Commerce files a document by stamping or otherwise endorsing `filed', together with his name and official title and date and time of receipt, on both the original and document copy, together with a further endorsement that the document is a true copy of the original document. After filing a document, except as provided in Sections 33-31-503 and 33-31-1510, the Secretary of State department shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as part of the permanent records of the corporation.

(c) Upon refusing to file a document, the Secretary of State Department of Commerce shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.

(d) The Secretary of State's Department of Commerce's duty to file documents under this section is ministerial. His Its filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) except as provided in Section 33-31-127, create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."

SECTION 214. Section 33-31-126 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-126. (a) If the Secretary of State Department of Commerce refuses to file a document delivered for filing to the Secretary of State's department's office, the domestic or foreign corporation may appeal the refusal to the court of common pleas for Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's department's explanation of the refusal to file.

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