South Carolina General Assembly
111th Session, 1995-1996

Bill 224


Indicates Matter Stricken
Indicates New Matter


                    Current Status

Bill Number:                       224
Type of Legislation:               General Bill GB
Introducing Body:                  Senate
Introduced Date:                   19950110
Primary Sponsor:                   Rose 
All Sponsors:                      Rose 
Drafted Document Number:           RES9486.MTR
Residing Body:                     House
Current Committee:                 Judiciary Committee 25 HJ
Subject:                           Incorporation, articles of



History


Body    Date      Action Description                       Com     Leg Involved
______  ________  _______________________________________  _______ ____________

House   19950425  Introduced, read first time,             25 HJ
                  referred to Committee
Senate  19950420  Read third time, sent to House
Senate  19950419  Read second time
Senate  19950418  Committee report: Favorable              11 SJ
Senate  19950110  Introduced, read first time,             11 SJ
                  referred to Committee
Senate  19941017  Prefiled, referred to Committee          11 SJ

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Indicates Matter Stricken
Indicates New Matter

COMMITTEE REPORT

April 18, 1995

S. 224

Introduced by SENATOR Rose

S. Printed 4/18/95--S.

Read the first time January 10, 1995.

THE COMMITTEE ON JUDICIARY

To whom was referred a Bill (S. 224), to amend Section 33-2-102, Code of Laws of South Carolina, 1976, relating to articles of incorporation, so as to delete the requirement, etc., respectfully

REPORT:

That they have duly and carefully considered the same, and recommend that the same do pass:

EDWARD E. SALEEBY, for Committee.

A BILL

TO AMEND SECTION 33-2-102, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO ARTICLES OF INCORPORATION, SO AS TO DELETE THE REQUIREMENT THAT A LICENSED ATTORNEY FILE A CERTIFICATE CERTIFYING THAT THE REQUIREMENTS FOR INCORPORATION HAVE BEEN MET.

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

SECTION 1. Section 33-2-102 of the 1976 Code is amended to read:

"Section 33-2-102. (a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of Section 33-4-101;

(2) the number of shares the corporation is authorized to issue, itemized by classes;

(3) the street address of the corporation's initial registered office and the name of its initial registered agent at that office;

(4) the name and address of each incorporator; and

(5) the signature of each incorporator; and.

(6) a certificate, signed by an attorney licensed to practice in this State, that all of the requirements of this section have been complied with.

(b) The articles of incorporation may set forth:

(1) The the names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions provisions not inconsistent with the law regarding:

(i) the purpose for which the corporation is organized;

(ii) managing the business and regulating the affairs of the corporation;

(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(iv) a par value for authorized shares or classes of shares;

(v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and

(3) any provision that under Chapters 1 through 20 of this Title title is required or permitted to be set forth in the bylaws.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Chapters 1 through 20 of this Title title.

(d) To be filed, the articles of incorporation must additionally be accompanied by the initial annual report of the corporation as specified in Section 12-19-20.

(e) The articles of incorporation of any corporation that either has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the Securities Exchange Act of 1934, has gross assets at the end of its most recent fiscal year totalling twenty-five million dollars or more or having five hundred or more shareholders of any class of stock, may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) imposed under Section 33-8-330; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective. If any provision of this subsection or its application to any person is held invalid, unenforceable, or unconstitutional, this invalidity, unenforceability, or unconstitutionality shall negate the other provisions or applications of this subsection, and to this end, the provisions of this subsection are not severable."

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

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