S 81 Session 112 (1997-1998)
S 0081 General Bill, By M.T. Rose
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 CERTIFICATION THAT THE REQUIREMENTS FOR INCORPORATION
HAVE BEEN MET.
01/14/97 Senate Introduced and read first time SJ-111
01/14/97 Senate Referred to Committee on Judiciary SJ-111
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 CERTIFICATION
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 totaling 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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