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SECTION 307. Section 33-35-130 of the 1976 Code is amended to read:

"Section 33-35-130. A certified copy of the charter and any amendment thereof from the Secretary of State Department of Commerce or from the clerk of the court or register of mesne conveyances of the county in which such charter is required to be recorded shall be sufficient evidence of the incorporation of any corporation chartered under this chapter and of any amendment to its certificate of incorporation."

SECTION 308. Section 33-35-140 of the 1976 Code is amended to read:

"Section 33-35-140. All papers required to be filed hereunder and all charters or amendments thereof that may be granted shall be filed under proper numbers and indexed by the Secretary of State Department of Commerce. The charter or amendment shall be recorded within thirty days after receipt in the office of the clerk of court or register of mesne conveyances in the county in which the corporation is organized."

SECTION 309. Section 33-37-210 of the 1976 Code is amended to read:

"Section 33-37-210. Twenty-five or more persons, a majority of whom shall be residents of this State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the State and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State Department of Commerce, under their hands and seals, set forth:

(1) The name of the corporation, which shall include the words `Business Development Corporation of South Carolina';

(2) The location of the principal office of the corporation; and

(3) The purposes for which the corporation is founded, which shall include the following: The purposes of the corporation shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of this State and its citizens; to encourage and assist through loans, investments or other business transactions, in the location of new business and industry in this State and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the

SECTION 310. Section 33-37-260 of the 1976 Code, as last amended by Act 123 of 1995, is further amended to read:

"Section 33-37-260. The charter may be amended by the votes of the stockholders and the members of the corporation voting separately by classes. The amendments require approval by the affirmative vote of two thirds of the votes to which the stockholders are entitled and two thirds of the votes to which the members are entitled. No amendment of the charter which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the Secretary of State Department of Commerce to examine the corporation or the obligation of the corporation to make reports as provided by law may be made without amendment of this chapter. No amendment of the charter which increases the obligation of a member to make loans to the corporation, makes a change in the principal amount, interest rate, or maturity date or in the security or credit position of an outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-37-430, or affects a member's voting rights as provided in Sections 33-37-440 and 33-37-450 may be made without the consent of each member affected by the amendment."

SECTION 311. Section 33-37-270 of the 1976 Code is amended to read:

"Section 33-37-270. Within thirty days after any meeting at which an amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State Department of Commerce, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State Department of Commerce, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid."

"Section 33-39-210. Ten or more persons, a majority of whom shall be residents of the same county of the State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the county and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State Department of Commerce, under their hands and seals, set forth:

(1) The name of the corporation, which shall include the words `Business Development Corporation of ____ County';

(2) The location of the principal office of the corporation within the county; and

(3) The purposes for which the corporation is founded, which shall include the following: To promote, stimulate, develop and advance the business prosperity and economic welfare of the county in which formed and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in the county and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the county, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of the county; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in the county; and to provide financing for the promotion, development and conduct of all kinds of business activity in the county."

SECTION 313. Section 33-39-260 of the 1976 Code is amended to read:

"Section 33-39-260. The charter may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed in this chapter, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the Secretary of State Department of Commerce to examine the

SECTION 314. Section 33-39-270 of the 1976 Code is amended to read:

"Section 33-39-270. Within thirty days after any meeting at which amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State Department of Commerce, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State Department of Commerce, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid."

SECTION 315. Section 33-41-1110 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1110. (A) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State Department of Commerce an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this State; the address of a registered office, and the name and address of a registered agent for service of process in this State, which the partnership will be required to maintain; the number of partners; a brief statement of the business in which the partnership engages, and that the partnership applies for status or renewal of its status, as the case may be, as a registered limited liability partnership.

(B) The application or renewal application must be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.

(C) The application or renewal application must be accompanied by a fee of one hundred dollars.

(E) Registration is effective for one year after the date an application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if during the sixty-day period preceding the date the application or renewal application otherwise would have expired the partnership files with the Secretary of State Department of Commerce a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.

(F) The status of a partnership as a registered limited liability partnership may not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.

(G) The Secretary of State Department of Commerce may provide forms for application or for renewal of registration."

SECTION 316. Section 33-41-1160 of the 1976 Code, as last amended by Act 60 of 1995, is further amended to read:

"Section 33-41-1160. (A) A foreign limited liability partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign limited liability partnership that satisfies the requirements of Section 33-41-1120;

(2) the name of the state or country under which it is organized;

(3) its date of organization;

(4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office; and

(5) a statement that the foreign limited liability partnership has liability insurance of the amount and type described in Section 33-41-1130(A)(1) or segregated funds as described in Section 33-41-1130(C) in an amount equal to or greater than the amount specified in Section 33-41-1130(A)(1).

(B) The foreign limited liability partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State Department of Commerce or other official having custody of limited liability partnership records in the state or country under which law it is organized.

(1) all of its partners are licensed in one or more states to render the professional services which the foreign limited liability partnership practices and that one or more of its partners is licensed in South Carolina to render such professional services; and

(2) the foreign limited liability partnership is in compliance with the requirements of Section 33-41-1130(A)(2); provided, however, that to the extent any such requirements are determined by reference to the number of licensed partners or individuals, such determination shall be made on the basis of the number of partners or individuals who render professional services in South Carolina.

(D) The Secretary of State Department of Commerce shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an annual or renewal application for a certificate to transact business in this State.

(E) By applying for a certificate of authority to transact business in this State, the foreign limited liability partnership agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 317. Section 33-41-1170 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1170. (A) If the Secretary of State Department of Commerce finds that an application for a certificate of authority to transact business in this State conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall:

(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of its acceptance for filing;

(2) retain the signed original in the Secretary of State's Department of Commerce's files; and

(3) return the duplicate copy to the person who filed it or the person's representative.

(B) If the Secretary of State Department of Commerce is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are considered to have been filed at the time of delivery if the Secretary of State Department of Commerce subsequently determines that:

(2) within twenty days after notification of nonconformance is given by the Secretary of State Department of Commerce to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance.

(C) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed.

(D) A certificate of authority to transact business in this State is effective for one year after the date the application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day period preceding the date the application or renewal application otherwise would have expired, the partnership files with the Secretary of State Department of Commerce a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred."

SECTION 318. Section 33-41-1180 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1180. (A) The application for a foreign limited liability partnership's certificate of authority to transact business in this State is amended by filing articles of amendment with the Secretary of State Department of Commerce signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth:

(1) the name of the foreign limited liability partnership;

(2) the date the original application for registration was filed; and

(3) the amendment to the application for registration.

(B) The application for a certificate to transact business in this State may be amended in any way, provided that the application, as amended, contains only provisions that may be lawfully contained in an application for a certificate to transact business in this State at the time of the amendment.

(C) A foreign limited liability partnership authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its limited liability partnership name;

(2) the street address of its registered office in this State or the name of its registered agent at that office; or

An amended certificate of authorization must also be obtained if there is a false or erroneous statement in the original filed application for a certificate of authority.

(D) The Secretary of State Department of Commerce shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an amendment to a certificate to transact business in this State."

SECTION 319. Section 33-41-1190 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1190. (A) A foreign limited liability partnership authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State Department of Commerce a certificate of cancellation. In order to procure such certificate, the foreign limited liability partnership shall deliver to the Secretary of State Department of Commerce an application for cancellation, which shall set forth:

(1) the name of the foreign limited liability partnership and the state or other jurisdiction under the laws of which it is formed;

(2) that the foreign limited liability partnership is not transacting business in this State;

(3) that the foreign limited liability partnership surrenders its certificate of authority to transact business in this State;

(4) that the foreign limited liability partnership revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability partnership by service thereof upon the Secretary of State Department of Commerce; and

(5) an address to which a person may mail a copy of any process against the foreign limited liability partnership.

(B) The application for cancellation shall be in the form and manner designated by the Secretary of State Department of Commerce and shall be executed on behalf of the foreign limited liability partnership by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or if the foreign limited liability partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(C) A cancellation does not terminate the authority of the Secretary of State Department of Commerce to accept service of process on the foreign

SECTION 320. Section 33-41-1200 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1200. (A) A foreign limited liability partnership transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until the Secretary of State Department of Commerce has issued it a certificate of authority to transact business in this State.

(B) The failure of a foreign limited liability partnership to register in this State does not:

(1) impair the validity of any contract or act of the foreign limited liability partnership;

(2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

(3) prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this State.

(C) A foreign limited liability partnership, by transacting business in this State without registration, appoints the Secretary of State Department of Commerce as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State.

(D) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be liable to the State for the years or parts thereof during which it transacted business in this State without a certificate of authority in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability partnership had it duly registered, and all penalties imposed by this chapter. The Attorney General may bring proceedings to recover all amounts due this State under the provisions of this section.

(E) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be subject to a civil penalty, payable to the State of ten dollars per day, not to exceed one thousand dollars per year.

(F) The civil penalty set forth in subsection (E) may be recovered in an action brought within a court by the Attorney General. Upon a finding by the court that a foreign limited liability partnership has transacted business in this State in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability partnership and the further exercise of any limited liability partnership's rights and privileges in this State. The foreign limited liability partnership

(G) A partner of a foreign limited liability partnership is not liable for the debts and obligations of the limited liability partnership solely because the limited liability partnership transacted business in this State without registration."

SECTION 321. Section 33-41-1210 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1210. (A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the partners or carrying on other activities concerning internal affairs;

(3) maintaining bank accounts;

(4) selling through independent contractors;

(5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;

(7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;

(8) owning, without more, real or personal property;

(9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of like nature; and

(10) transacting business in interstate commerce.

(C) A foreign limited liability partnership which renders a professional service 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 the conduct of business or professional practice.

(D) The list of activities in subsection (B) is not exhaustive."

SECTION 322. Section 33-42-20(1) of the 1976 Code is amended to read:

"(1) `Certificate of limited partnership' means the certificate referred to in Section 33-42-210, any certificate of limited partnership filed with the

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