H 3094 General Bill, By J.L.M. Cromer and Whipper
 A Bill to amend Section 33-4-104, Code of Laws of South Carolina, 1976,
 relating to the South Carolina Business Corporation Act of 1988 and the name
 change filing requirement when real property is owned by a corporation, so as
 to provide, among other things, for situations involving the ownership of
 personal property, for filings in the office of the Secretary of State, for
 the reason for the name change, that no corporation may change it's name more
 than once every six years and, that all prior names of the corporation must be
 indexed and recorded with the corporation's current name; and to amend
 Sections 39-13-10, 39-13-20, 39-13-30, and 39-13-40, relating to mercantile
 and industrial establishments (other than lawfully chartered corporations and
 individuals conducting their businesses under and in their own individual
 names), so as to, among other things, provide for filings in the office of the
 Secretary of State, as well as with the clerk of the court of the county in
 which the principal place of business of each affected mercantile or
 industrial establishment is located, require the filing of the name, as well
 as any change of name, of a mercantile or industrial establishment, require a
 sworn statement as to the reason for a name change, provide that no mercantile
 or industrial establishment may change the name of it's business more than
 once every six years, change the amount of the filing fee, and change the
 penalties.

   12/14/94  House  Prefiled
   12/14/94  House  Referred to Committee on Judiciary
   01/10/95  House  Introduced and read first time HJ-35
   01/10/95  House  Referred to Committee on Judiciary HJ-35

A BILL

TO AMEND SECTION 33-4-104, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO THE SOUTH CAROLINA BUSINESS CORPORATION ACT OF 1988 AND THE NAME CHANGE FILING REQUIREMENT WHEN REAL PROPERTY IS OWNED BY A CORPORATION, SO AS TO PROVIDE, AMONG OTHER THINGS, FOR SITUATIONS INVOLVING THE OWNERSHIP OF PERSONAL PROPERTY, FOR FILINGS IN THE OFFICE OF THE SECRETARY OF STATE, FOR THE REASON FOR THE NAME CHANGE, THAT NO CORPORATION MAY CHANGE ITS NAME MORE THAN ONCE EVERY SIX YEARS AND, THAT ALL PRIOR NAMES OF THE CORPORATION MUST BE INDEXED AND RECORDED WITH THE CORPORATION'S CURRENT NAME; AND TO AMEND SECTION 39-13-10, 39-13-20, 39-13-30, AND 39-13-40, RELATING TO MERCANTILE AND INDUSTRIAL ESTABLISHMENTS (OTHER THAN LAWFULLY CHARTERED CORPORATIONS AND INDIVIDUALS CONDUCTING THEIR BUSINESSES UNDER AND IN THEIR OWN INDIVIDUAL NAMES), SO AS TO, AMONG OTHER THINGS, PROVIDE FOR FILINGS IN THE OFFICE OF THE SECRETARY OF STATE, AS WELL AS WITH THE CLERK OF THE COURT OF THE COUNTY IN WHICH THE PRINCIPAL PLACE OF BUSINESS OF EACH AFFECTED MERCANTILE OR INDUSTRIAL ESTABLISHMENT IS LOCATED, REQUIRE THE FILING OF THE NAME, AS WELL AS ANY CHANGE OF NAME, OF A MERCANTILE OR INDUSTRIAL ESTABLISHMENT, REQUIRE A SWORN STATEMENT AS TO THE REASON FOR A NAME CHANGE, PROVIDE THAT NO MERCANTILE OR INDUSTRIAL ESTABLISHMENT MAY CHANGE THE NAME OF ITS BUSINESS MORE THAN ONCE EVERY SIX YEARS, CHANGE THE AMOUNT OF THE FILING FEE, AND CHANGE THE PENALTIES.

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

SECTION 1. Section 33-4-104 of the 1976 Code is amended to read:

"Section 33-4-104. (a) When any corporation which owns real property in South Carolina changes its corporate name by amendment of its articles or by merger, share exchange, or reorganization, the newly-named, surviving, acquiring, or reorganized corporation must file a notice of that name change in the office of the register of mesne conveyances of the county in South Carolina in which the real property is situate and in the office of the Secretary of State. If there is no such office of register of mesne conveyances in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is situate.

(b) When any corporation which owns only personal property in South Carolina changes its corporate name by amendment of its articles or by merger, share exchange, or reorganization, the newly-named, surviving, acquiring, or reorganized corporation must file a notice of that name change in the office of the Secretary of State.

(c) The filing must be:

(1) by affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the corporation and the reason for the name change, which affidavit also may describe the any real property owned by that corporation; or

(2) by filing a certified copy of the amended articles, articles of merger, or articles of share exchange, including the reason for the name change; or

(3) by a duly recorded deed of conveyance to the newly-named, surviving, acquiring, or reorganized corporation, including the reason for the name change.

(c)(d) The affidavit or filed articles must be duly indexed in the index of deeds, where appropriate, and likewise indexed and recorded in the records of the Secretary of State's office.

(d)(e) Notwithstanding any other provision of law, no corporation may change its name more than once every six years, and all prior names of the corporation must be indexed and recorded with the corporation's current name.

(f) The purpose of this section is to establish record notice under Chapter 7 of Title 30. Failure to make the required filing of a corporate name change will not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the any real estate owned by the affected corporation that is made subsequent to the change in name."

SECTION 2. (A) Section 39-13-10 of the 1976 Code is amended to read:

"Section 39-13-10. All mercantile and industrial establishments, other than lawfully chartered corporations and individuals conducting their businesses under and in their own individual names having a place of business in this State, shall file with the office of the Secretary of State and with the clerk of the court of the county in which the principal place of business of each such mercantile or industrial establishment is located the name of the mercantile or industrial establishment and the name or names of the owner or owners or proprietor or proprietors thereof and, in case of partnerships, the name of each partner and they shall exhibit on a sign or alongside the entrance of each place of business of such mercantile or industrial establishment the name or names of the owner or owners or proprietor or proprietors thereof, including the name of each partner of a partnership, such name or names to be printed in Roman letters of such size as to be read easily."

(B) Section 39-13-20 of the 1976 Code is amended to read:

"Section 39-13-20. If there be any change in the name of the mercantile or industrial establishment or in owner or owners or proprietor or proprietors of any such mercantile or industrial establishment, any person retiring from such ownership or proprietorship shall file in the office of the Secretary of State and the office of the clerk of court of the county in which the principal place of business of such mercantile or industrial establishment is located a notice of such change, including a sworn statement as to the reason for the change, and shall have the sign or signs herein provided for changed. Until both such notice shall be filed and such change made on such signs, such person shall be liable for all debts and contracts of such mercantile or industrial establishment according to the interest he formerly had therein.

Notwithstanding any other provision of law, no mercantile or industrial establishment subject to this chapter may change the name of its business more than once every six years."

(C) Section 39-13-30 of the 1976 Code is amended to read:

"Section 39-13-30. The Secretary of State and the clerk of court shall keep all such statements of ownership and name changes on file, shall record them in a book to be provided for that purpose, and shall keep such book indexed both as to all prior names and the current name of the mercantile or industrial establishment. He The Secretary of State and the clerk of court shall receive as a fee for filing any such statement or notice of change the sum of twenty-five cents one dollar."

(D) Section 39-13-40 of the 1976 Code is amended to read:

"Section 39-13-40. Any person violating any of the provisions of this chapter shall be guilty of a misdemeanor and shall be fined not to exceed one dollar hundred dollars or be imprisoned for five days for each day such mercantile establishment shall do business. Each partner of a partnership shall be severally liable."

SECTION 3. This act takes effect upon approval by the Governor.