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

SECTION 215. Section 33-31-127 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-127. A certificate attached to a copy of a document filed by the Secretary of State Department of Commerce, bearing his the signature of the director of the department, 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 department and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated."

SECTION 216. Section 33-31-128 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-128. (a) A person may apply to the Secretary of State Department of Commerce to furnish a certificate of existence for a domestic corporation or certificate of authorization for a foreign corporation.

(b) The certificate of existence or authorization sets forth:

(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State;

(2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this State;

(3) that all fees, taxes, and penalties owed to the Secretary of State Department of Commerce have been paid;

(4) that the Secretary of State Department of Commerce has not mailed notice to the corporation pursuant to either Section 33-31-1421 or 33-31-1531 that the corporation is subject to being dissolved or its authority revoked;

(5) that articles of dissolution have not been filed; and

(6) other facts of record in the office of the Secretary of State Department of Commerce that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State Department of Commerce may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State."

"Section 33-31-129. (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 document be delivered to the Secretary of State Department of Commerce for filing.

(b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars.

(c) A person who violates subsection (a) is liable to any person who is damaged by the violation."

SECTION 218. Section 33-31-130 of the 1976 Code is amended to read:

"Section 33-31-130. The Secretary of State Department of Commerce has the power reasonably necessary to perform the duties required of the Secretary of State's department's office by this chapter."

SECTION 219. Section 33-31-140(16) of the 1976 Code is amended to read:

"(16) `File', `filed', or `filing' means filed in the office of the Secretary of State Department of Commerce."

SECTION 220. Section 33-31-201 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-201. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State Department of Commerce for filing."

SECTION 221. Section 33-31-203 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-203. (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 Department of Commerce's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation."

SECTION 222. Section 33-31-401 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-401. (a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-31-301 and its articles of incorporation.

(c) A corporation may apply to the Secretary of State Department of Commerce for authorization to use a name that is not distinguishable upon the Secretary of State's department's records from one or more of the names described in subsection (b). The Secretary of State department shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State department from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to do business in this State and the proposed user corporation has:

(1) merged with the other corporation;

(2) been formed by reorganization of the other corporation; or

(3) acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) Except for allowing foreign corporations to file for a certificate of authority under a fictitious name as provided in Section 33-31-1506, this chapter does not control the use of fictitious names."

SECTION 223. Section 33-31-402 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-402. (a) A person may reserve the exclusive use of a corporate name including the corporate name of a foreign corporation or its corporate name with any change required by Section 33-31-1506, by delivering an application to the Secretary of State Department of Commerce for filing which shall set forth the name and address of the applicant and the name proposed to be reserved. Upon finding that the

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State Department of Commerce a signed notice of the transfer that states the name and address of the transferee."

SECTION 224. Section 33-31-403 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-403. (a) A foreign corporation may register its corporate name, or its corporate name with any change required by Section 33-31-1506, if the name is distinguishable upon the records of the Secretary of State Department of Commerce from the name appearing upon the records of the Secretary of State department of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in this State, or a name reserved or registered upon the records of the Secretary of State department.

(b) A foreign corporation registers its corporate name, or its corporate name with any change required by Section 33-31-1506, by delivering to the Secretary of State Department of Commerce an application:

(1) setting forth its corporate name, or its corporate name with any change required by Section 33-31-1506, the state or country and date of its incorporation, a statement that the foreign corporation is not, and has not done business in South Carolina, and a brief description of the nature of the activities in which it is engaged; and

(2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation current within sixty days of delivery, duly authenticated by the official having custody of the corporation records in the state or country under whose law it is incorporated.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State Department of Commerce for filing a renewal application, which complies with the requirements of subsection (b), between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year.

(e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under that name or consent in writing

SECTION 225. Section 33-31-502 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-502. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) the name of the corporation;

(2) the street address, with zip code, of its current registered office;

(3) if the current registered office is to be changed, the street address, including zip code, of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent which will be identical.

(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 226. Section 33-31-503 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-503. (a) A registered agent may resign as registered agent by signing and delivering to the Secretary of State Department of Commerce the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is discontinued also.

(b) After filing the statement the Secretary of State Department of Commerce shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its articles or most recently filed notice of change of principal office.

SECTION 227. Section 33-31-505 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-505. If a corporation changes the location of its principal office, the corporation within thirty days shall file a Notice of Change of Principal Office with the Secretary of State Department of Commerce. The Notice of Change of Principal Office shall set forth:

(a) The name of the corporation; and

(b) The current street address with zip code of the corporation's principal office and the former principal office address."

SECTION 228. Section 33-31-704 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-704. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise determined under Section 33-31-703 or 33-31-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State Department of Commerce.

(d) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective ten days after the written notice is given."

SECTION 229. Section 33-31-1001 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1001. (a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

(c) Except as provided in Section 33-31-611(c), a member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or bylaws."

SECTION 230. Section 33-31-1002 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1002. (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:

(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) to delete the names and addresses of the initial directors;

(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State Department of Commerce;

(4) to change the corporate name by substituting the word `corporation', `incorporated', `company', `limited', or the abbreviation `corp.', `inc.', `co.', or `ltd.', for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or

(5) to make any other change expressly permitted by this chapter to be made by director action;

(6) with respect to a corporation incorporated before the effective date of this chapter, to include, consistent with its purpose, a statement of whether the corporation is a public benefit, mutual benefit, or religious corporation.

(b) If a corporation has no members, or has no members entitled to vote on the amendment to the articles, its incorporators, until directors are chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Section 33-31-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider a

SECTION 231. Section 33-31-1005 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1005. A corporation amending its articles shall deliver to the Secretary of State Department of Commerce articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) the date of each amendment's adoption;

(4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;

(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1030, a statement that the approval was obtained;

(7) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself must be included in the articles."

SECTION 232. Section 33-31-1006 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1006. (a) A corporation's board of directors may restate its articles of incorporation with or without approval by members or any other person.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Section 33-31-1003.

(d) If the board seeks to have the restatement approved by the members at the membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Section 33-31-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or other change it would make in the articles.

(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under Section 33-31-1003.

(g) If the restatement includes an amendment requiring approval pursuant to Section 33-31-1030, the board must submit the restatement for such approval.

(h) A corporation restating its articles shall deliver to the Secretary of State Department of Commerce articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by Section 33-31-1005; and

(3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Section 33-31-1030, a statement that the approval was obtained.

(i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(j) The Secretary of State Department of Commerce may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h).

(l) Restated articles of incorporation shall include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the names and addresses of the incorporators or the initial or present registered office or agent."

SECTION 233. Section 33-31-1007 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1007. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Section 33-31-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Section 33-31-202.

(b) A corporation's articles may be amended in a proceeding brought by the Attorney General in the court of common pleas for Richland County to correct the statement in the articles of incorporation with regard to whether the corporation is a public benefit or mutual benefit corporation or, subject to the provisions of Section 33-31-180, a religious corporation.

(c) Any individual designated by the court shall deliver to the Secretary of State Department of Commerce articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(d) Subsection (a) does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan."

SECTION 234. Section 33-31-1102 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1102. (a) Without the prior approval of the court of common pleas of Richland County in a proceeding in which the Attorney

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