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(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 Sections 33-43-101 through 33-43-1409 are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed."

SECTION 359. Section 33-43-1005 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1005. (A) The application for registration of a foreign limited liability company 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 company;

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

(3) the amendment to the application for registration.

(B) the application for registration may be amended in any way, provided that the application for registration, as amended, contains only provisions that may be lawfully contained in an application for registration at the time of the amendment.

(C) A foreign limited liability company 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 company name;

(2) the period of its duration;

(3) the state or country of its organization;

(4) from a member managed limited liability company to a limited liability company managed by managers;

(5) from a limited liability company managed by managers to a limited liability company managed by its members;

An amended certificate of authorization must also be obtained if:

(6) there is a false or erroneous statement in the original filed application for a certificate of authority."

SECTION 360. Section 33-43-1006 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1006. (A) A foreign limited liability company authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State Department of Commerce a

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

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

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

(4) that the foreign limited liability company 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 company 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 company.

(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 company 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 company 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 limited liability company with respect to causes of action arising out of the doing of business in this State."

SECTION 361. Section 33-43-1007(C) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(C) A foreign limited liability company, 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."

SECTION 362. Section 33-43-1008(A) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(A) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce."

SECTION 363. Section 33-43-1105 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

(1) the Secretary of State Department of Commerce or a licensing authority with jurisdiction over the limited liability company which renders professional services serves written notice on the limited liability company that it has violated or is violating a provision of this chapter (other than the provisions specified in Section 33-43-901.1, a violation of which gives the Secretary of State Department of Commerce authority to administratively dissolve the limited liability company);

(2) the limited liability company does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce or licensing authority that this did not occur, within sixty days after service of the notice is perfected; 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 limited liability company of the violation, and that the limited liability company did not correct it, or demonstrate that it did not occur, within sixty days after service of notice."

SECTION 364. Section 33-43-1202 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1202. (A) The registered agent appointed by a limited liability company or a foreign limited liability company shall be an agent of a limited liability company or foreign limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the limited liability company or foreign limited liability company may be served.

(B) If a limited liability company or foreign limited liability company fails to appoint or maintain a registered agent in this State or its registered agent cannot with reasonable diligence be found at the registered office, the Secretary of State Department of Commerce shall be an agent of such limited liability company or foreign limited liability company upon whom any such process, notice, or demand may be served. Service on the Secretary of State Department of Commerce of any process, notice, or demand shall be made by delivering to and leaving with the Secretary of State Department of Commerce duplicate copies of the process, notice, or demand. If the process, notice, or demand is served on the Secretary of State Department of Commerce, the Secretary of State Department of Commerce shall immediately forward one of the copies by registered mail to the limited liability company or foreign limited liability company at its

(C) The Secretary of State Department of Commerce shall keep a record of all process, notices, and demands, served pursuant to this section and record the time and the action taken regarding the services.

(D) This section shall not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company or foreign limited liability company in any other manner permitted by law."

SECTION 365. Section 33-43-1304 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1304. (A) The surviving limited liability company shall deliver to the Secretary of State Department of Commerce articles of merger executed by each constituent limited liability company setting forth:

(1) the name and jurisdiction of formation or organization of each limited liability company which is to merge;

(2) that an agreement of merger has been approved and executed by each limited liability company which is a party to the merger;

(3) the name of the surviving or resulting limited liability company;

(4) the future effective date of the merger (which shall be a date or time certain) if it is not to be effective upon the filing of the articles of merger;

(5) that the agreement of merger is on file at a place of business of the surviving limited liability company, and the address of that place of business;

(6) that a copy of the agreement of merger will be furnished by the surviving limited liability company, on request and without cost, to any person holding an interest in any limited liability company which is to merge; and

(7) if the surviving or resulting limited liability company is not a limited liability company organized under the laws of this State, a statement that such surviving limited liability company:

(a) agrees that it may be served with process in this State in any proceeding for enforcement of any obligation of any limited liability company party to the merger that was organized under the laws of this State, as well as for enforcement of any obligation of the surviving limited liability company or the new limited liability company arising from the merger; and

(b) appoints the Secretary of State Department of Commerce as its agent for service of process in any such proceeding, and the surviving

(B) A merger takes effect upon the later of the effective date of the filing of the articles of merger or the date set forth in the articles of merger.

(C) The articles of merger shall be executed by a limited liability company that is a party to the merger in the manner provided for in Section 33-43-204 and shall be filed with the Secretary of State Department of Commerce in the manner provided for in Section 33-43-205.

(D) Articles of merger shall constitute articles of dissolution for a limited liability company which is not the surviving limited liability company in the merger.

(E) An agreement of merger approved in accordance with Sections 33-43-1302 and 33-43-1303 may affect any amendment to an operating agreement or affect the adoption of a new operating agreement for a limited liability company if it is the surviving limited liability company in the merger. An approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger (including a limited liability company formed for the purpose of consummating a merger) shall be the operating agreement of the surviving or resulting limited liability company. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection (E) shall be effective at the effective time or date of the merger.

(F) For purposes of this section, except with respect to subsections (A)(7) and (D), the term `limited liability company' shall include both domestic and foreign limited liability companies."

SECTION 366. Section 33-43-1401 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1401. (A) The Secretary of State Department of Commerce shall collect the following fees when the following documents described in this subsection are delivered to him for filing:

(1) Articles of organization of a domestic limited liability company: one hundred and ten dollars.

(2) Articles of amendment to the articles of organization of a domestic limited liability company: one hundred and ten dollars.

(3) Articles of merger involving a domestic or foreign limited liability company: one hundred and ten dollars.

(5) Amendment by a foreign limited liability company of its certificate of authority: one hundred and ten dollars.

(6) Restated articles of organization of a limited liability company filed with an amendment to the articles of organization: ten dollars.

(7) Application for reservation of a limited liability company name: twenty-five dollars.

(8) Notice of transfer of a reserved limited liability company name: ten dollars.

(9) Annual application for registration (or renewal) of a foreign limited liability company name: ten dollars.

(10) Statement of change of registered office or registered agent, or both: ten dollars.

(11) Articles of dissolution: ten dollars.

(12) Articles of revocation of dissolution: ten dollars.

(13) Application for reinstatement after administrative dissolution: twenty-five dollars.

(14) Application for certificate of withdrawal: ten dollars.

(15) Application for certificate of existence or authorization: ten dollars.

(16) Any other document required or permitted to be filed pursuant to Sections 33-43-101 through 33-43-1409: two dollars.

(B) The Secretary of State Department of Commerce shall collect a fee of ten dollars each time process is served on him under Sections 33-43-101 through 33-43-1409. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.

(C) The Secretary of State Department of Commerce shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company:

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

(2) two dollars for each certificate."

SECTION 367. Section 33-43-1402 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1402. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other documents to be filed under Sections 33-43-101 through 33-43-1409 may petition the court of common pleas in the county where the registered office of the limited liability company is located to direct the execution

SECTION 368. Section 33-45-40 of the 1976 Code is amended to read:

"Section 33-45-40. They shall file with the Secretary of State Department of Commerce a written petition, signed by themselves, setting forth:

(1) The names and residences of the petitioners;

(2) The name of the proposed corporation, which shall include the word `cooperative';

(3) The place at which it proposes to have its principal place of business;

(4) The general nature of the business which it proposes to engage in;

(5) The amount of capital stock of the association and how and when payable;

(6) The number of shares into which the capital stock is to be divided and the par value of each share; and

(7) All other matters which it may be desirable to set forth."

SECTION 369. Section 33-45-50 of the 1976 Code is amended to read:

"Section 33-45-50. Upon the filing of the petition as above and upon the payment of the fee for filing such petition the Secretary of State Department of Commerce shall issue to the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding ten days, as he may require in such commission."

SECTION 370. Section 33-45-140 of the 1976 Code is amended to read:

"Section 33-45-140. Upon the payment to the treasurer or the secretary-treasurer of the association of at least twenty per cent of the aggregate amount of the capital subscribed payable in money and also upon the delivery of at least twenty per cent of the property subscribed to the aggregate amount of the capital stock or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve, the board of directors shall, over their own signatures, certify to the Secretary of State Department of Commerce that all the

SECTION 371. Section 33-45-145 of the 1976 Code is amended to read:

"Section 33-45-145. A cooperative may amend its articles of incorporation by complying with the following requirements:

(1) The proposed amendment shall be first approved by the board of directors and shall then be submitted to a vote of the members at any annual or special meeting thereof. Notice of the proposed amendments shall be mailed to each member not less than ten days prior to the meeting at which it shall be voted upon. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such annual or special meeting.

(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state

(a) the name of the cooperative,

(b) the address of its principal office,

(c) the date of the filing of its articles of incorporation in the office of the Secretary of State Department of Commerce and

(d) the amendment to its articles of incorporation.

The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter.

SECTION 372. Section 33-45-200 of the 1976 Code is amended to read:

"Section 33-45-200. All cooperative corporations, associations or companies which were organized and doing business under the corporation statutes of this State or had attempted so to organize and so to do business prior to March 21, 1915 shall have the benefit of all the provisions of this chapter and shall be bound thereby on filing with the Secretary of State Department of Commerce a written declaration signed and sworn to by the president and secretary to the effect that such cooperative company or association has, by a majority vote of its stockholders, decided to accept the benefits of, and to be bound by, the provisions of this chapter. No association organized under this chapter shall be required to do or to perform anything not specially required herein in order to become a corporation or to continue its business as such."

SECTION 373. Section 33-46-90 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-90. Articles of incorporation, amendments, consolidations,

mergers, conversions, or dissolutions and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the provisions of this chapter, must be presented to the Secretary of State Department of Commerce for filing in the records of that office. If the Secretary of State's Department of Commerce's office finds that the articles presented conform to the requirements of this chapter, it shall, upon payment of fees as prescribed in Section 33-1-220, file the articles so presented in the records of the office, and, upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein is in effect."

SECTION 374. Section 33-46-230 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-230. The articles of incorporation shall recite in the caption that they are executed pursuant to this chapter, must be signed and acknowledged by each of the incorporators, and shall state:

(1) the name of the telephone cooperative;

(2) the address of its principal office;

(3) the name and address of the incorporators;

(4) the name and address of the persons who shall constitute its first board of directors; and

Such articles of incorporation must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter. It is not necessary to set forth in the articles of incorporation of a telephone cooperative the purpose for which it is organized or any of the corporate powers vested in a telephone cooperative under this chapter. Nothing in this chapter shall be interpreted to require a corporation created pursuant to Title 33, Chapter 45 and existing before the enactment of this chapter to amend its charter unless the corporation elects to convert pursuant to Article 8."

SECTION 375. Section 33-46-240 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-240. The name of each telephone cooperative shall include the words `Telephone' and `Cooperative' and the abbreviation `Inc.'; provided, however, such limitations do not apply if, from an affidavit made by the president or vice president of a telephone cooperative and filed with the Secretary of State Department of Commerce, it appears that the telephone cooperative desires to transact business in another state and is precluded therefrom by reason of its name."

SECTION 376. Section 33-46-600 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-600. A telephone cooperative may amend its articles of incorporation by complying with the following requirements:

(1) The proposed amendment must be first approved by the board of directors and must then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, must be considered approved on the affirmative vote of not less than two-thirds of those members voting thereon at the meeting.

(2) Upon such approval by the members, articles of amendment must be executed and acknowledged on behalf of the telephone cooperative by the directors carrying out the duties performed generally by the president or vice president and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of the telephone cooperative;

(b) the address of the principal office;

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