Bill 3057

                    Current Status

BillNumber:                3057
Ratification Number:       595
Act Number:                494
Introducing Body:          House
Subject:                   Foreign corporation doing business in this State

(A494, R595, H3057)

AN ACT TO REENACT SECTION 33-23-140, CODE OF LAWS OF SOUTH CAROLINA, 1976, WHICH RELATED TO FOREIGN CORPORATIONS, SO AS TO PROVIDE CERTAIN PENALTIES FOR AND PROHIBIT CERTAIN ACTIONS BY FOREIGN CORPORATIONS DOING BUSINESS IN THIS STATE WITHOUT AUTHORITY AND TO MAKE THE PROVISIONS OF REENACTED SECTION 33-23-140 RETROACTIVE TO JANUARY 1, 1983.

Whereas, Act 146 of 1981 known as the "South Carolina Business Corporation Act" with certain exceptions became effective on January 1, 1982; and

Whereas, when such act was prepared, it appears that revised Section 33-23-140 of the 1976 Code relating to foreign corporations was inadvertently omitted; and

Whereas, the General Assembly has therefore determined to reenact revised Section 33-23-140 as part of the "South Carolina Business Corporation Act" and to make its provisions retroactive to January 1, 1983. Now, therefore,

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

Foreign corporation doing business in this State

SECTION 1. Section 33-23-140 of the 1976 Code is reenacted as follows:

" Section 33-23-140. (A) A foreign corporation which does business in this State without authority is liable to this State for all fees, penalties, and franchise taxes for the years or parts thereof during which it did business in this State without authority. In addition, such corporation is liable to a fine of ten dollars per day for each day it fails to pay such fees, penalties, and franchise taxes. The Attorney General shall bring proceedings to recover all such amounts due under the provisions of this section.

(B) A foreign corporation doing business in this State without authority, when such authority is required by this title, shall not maintain any action, suit, or proceeding in this State unless and until such corporation shall have been authorized to do business in this State and shall have paid to the State all fees, penalties, and franchise taxes due under subsection (A).

(1) This prohibition applies to:

(a) Any successor in interest of such foreign corporation, except any receiver, trustee in bankruptcy, or other representative or creditors of such corporation;

(b) Any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained authority to do business in this State;

(c) The failure of a foreign corporation to obtain authority to do business in this State shall not impair the validity of any contract or act of such corporation or the right of any other party to the contract to maintain an action or other proceeding thereon, and shall not prevent such corporation from defending any action, suit, or proceeding in this State."

Provisions retroactive

SECTION 2. The provisions of Section 33-23-140 of the 1976 Code as contained in Section 1 of this act shall be retroactive to January 1, 1983.

Time effective

SECTION 3. This act shall take effect upon approval by the Governor.

Approved the 27th day of June, 1984.