South Carolina Code 33-9-100. Articles of domestication; contents
(1) articles of domestication that, upon filing, are the articles of incorporation for the corporation, and include the information required by § 33-2-102(a)(1) through (3), any optional provisions desired and authorized by § 33-2-102(b) and (e), and the certifications required by subsection (c) of this section; and
Terms Used In South Carolina Code 33-9-100
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(2) an initial annual report of the corporation as provided in § 12-20-40.
(b) A foreign corporation that becomes a domestic corporation must file, within five business days with the state where previously incorporated, articles of dissolution or the equivalent or other appropriate filing authorized by the law of that state.
(c) The articles of domestication shall certify:
(1) the date and jurisdiction of each state where the corporation has been incorporated before the filing of the articles of domestication;
(2) the name of the corporation immediately before the filing of the articles of domestication, as well as the corporate name to be used pursuant to § 33-4-101;
(3) that the corporation shall file, within five business days with the state where previously incorporated, articles of dissolution or the equivalent, or such other appropriate filing as authorized by the law of such state;
(4) that articles of domestication do not contain a provision that would require action by one or more separate voting groups on a proposed amendment pursuant to § 33-10-104;
(5) that the filing of the articles of domestication has been authorized by a majority of the votes cast by all shareholders entitled to vote on the proposal, unless a greater vote is required by the articles of incorporation or other charter documents existing immediately before the filing of the articles of incorporation; and
(6) that the articles of dissolution or their equivalent or other appropriate filing as authorized by the law of the state where the corporation was previously incorporated, must be filed within five business days after these articles of domestication are filed.
(d) Upon filing with the Secretary of State of the articles of domestication, the corporation is domesticated in this State, and after that is subject to the South Carolina Business Corporation Act. Notwithstanding the provision of § 33-2-103, the existence of the corporation is considered to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being.
(e) The filing of the articles of domestication does not affect the choice of law applicable to the corporation; however, from the date the articles of domestication are filed, the law of this State, including the South Carolina Business Corporation Act, applies to the corporation to the same extent as if the corporation had been incorporated as a corporation of this State on that date.
(f)(1) If a foreign corporation that owns real property in South Carolina becomes a domestic corporation by domesticating in South Carolina pursuant to this chapter and changes its name pursuant to § 33-4-101, the newly-named surviving corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions of § 33-1-200 and containing the old and new names of the corporation, and describing the real property owned by that corporation; or
(ii) filing a certified copy of the articles of domestication including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named surviving corporation.
(3) The affidavit or filed articles of domestication must be duly indexed in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a corporation name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made after the change in name.