A bill

 

TO AMEND THE SOUTH CAROLINA CODE OF LAWS BY AMENDING SECTION 33-31-401, RELATING TO CORPORATE NAME, SO AS TO PROHIBIT THE USE OF CERTAIN INDIAN DESCRIPTIONS AS PART OF A NONPROFIT CORPORATION'S CORPORATE NAME UNLESS THE ENTITY IS A FEDERALLY ACKNOWLEDGED TRIBE OR A STATE DESIGNATED TRIBE, GROUP, OR SPECIAL INTEREST ORGANIZATION.

 

Be it enacted by the General Assembly of the State of South Carolina:

 

SECTION 1.  Section 33-31-401 of the S.C. Code 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.

    (b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from the name appearing upon the records of the Secretary of State of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in South Carolina, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State.

    (c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one or more of the names described in subsection (b).  The Secretary of State 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 to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation;  or

       (2) the applicant delivers to the Secretary of State 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.

    (f) A corporation that converts to a nonprofit corporation pursuant to Section 33-10-110 may continue to use the same name that it used prior to the conversion.

    (g) Unless it is a federally acknowledged tribe, as provided in Part 83 of Title 25 of the Code of Federal Regulations, or unless it has been designated as a state-recognized tribe, group, or special interest organization by the board of the State Commission for Minority Affairs, as provided in the regulations promulgated pursuant to Title 1, Chapter 31 of the South Carolina Code of Laws, after the effective date of this subsection, no domestic corporation or association organized or doing business in this State may use any of the following terms as part of its corporate or other business name or title:

       (1) Indian Nation;

       (2) Indian Tribe;

       (3) Indian People;

       (4) Indian Group;

       (5) Indian Organization;

       (6) Indian Association;

       (7) Indian Reservation;

       (8) Indian Council;

       (9) Urban Indian; or

       (10) State Recognized Tribe.

 

SECTION 2.  This act takes effect upon approval by the Governor.

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