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(d) The subsidiary may not deliver articles of merger to the Secretary of State Department of Commerce for filing until at least thirty days after the date it mailed a copy of the plan of merger to each of its shareholders who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the subsidiary corporation (except for amendments enumerated in Section 33-10-102)."

SECTION 184. Section 33-14-101 of the 1976 Code is amended to read:

"Section 33-14-101. The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State Department of Commerce for filing articles of dissolution that set forth:

(1) the name of the corporation;

(2) the date of its incorporation;

(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;

(4) that no debt of the corporation remains unpaid;

(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) that a majority of the incorporators or initial directors authorized the dissolution."

SECTION 185. Section 33-14-103 of the 1976 Code is amended to read:

"Section 33-14-103. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State Department of Commerce for filing articles of dissolution setting forth:

(1) the name of the corporation;

(2) the names and addresses of its directors;

(3) the names and addresses of its officers;

(4) the date dissolution was authorized;

(5) if dissolution was approved by the shareholders:

(i) the number of votes entitled to be cast on the proposal to dissolve; and

(ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and

(6) If voting by voting groups was required, the information required by item (5) must be provided separately for each voting group entitled to vote separately on the plan to dissolve.

(b) A corporation is dissolved upon the effective date of its articles of dissolution."

SECTION 186. Section 33-14-104 of the 1976 Code is amended to read:

"Section 33-14-104. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State Department of Commerce for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if shareholder action was required to revoke the dissolution:

(i) the number of votes entitled to be case on the proposal to revoke the dissolution; and

(ii) either the total number of votes cast for and against revocation or the total number of undisputed votes cast for revocation and a statement that the number cast for revocation was sufficient for approval.

(7) If voting by voting groups was required, the information required by item (6) must be separately provided for each voting group entitled to vote separately on the proposal to revoke the dissolution.

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the

SECTION 187. Section 33-14-200 of the 1976 Code, as last amended by Section 513, Act 181 of 1993, is further amended to read:

"Section 33-14-200. (a) The Secretary of State Department of Commerce shall commence a proceeding under Section 33-14-210(a) to dissolve a corporation administratively if:

(1) the corporation does not pay when they are due any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by law;

(2) the corporation does not deliver its annual report to the Department of Revenue and Taxation when it is due;

(3) the corporation is without a registered agent or registered office in this State;

(4) the corporation does not notify the Secretary of State Department of Commerce that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) the corporation's period of duration stated in its articles of incorporation expires.

(b) The Secretary of State Department of Commerce shall dissolve a corporation under Section 33-14-210(c) if he is notified by the Department of Revenue and Taxation that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675."

SECTION 188. Section 33-14-210 of the 1976 Code is amended to read:

"Section 33-14-210. (a) If the Secretary of State Department of Commerce determines that grounds exist under Section 33-14-200(a) for dissolving a corporation, he shall mail written notice of his determination to the corporation.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the Secretary of State Department of Commerce does not exist within sixty days after the notice required by subsection (a) was mailed, the Secretary of State Department of Commerce shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered

(c) If the Secretary of State Department of Commerce is notified by the Tax Commission that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675, the Secretary of State Department of Commerce shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(d) A corporation dissolved administratively continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 33-14-105 and notify claimants under Sections 33-14-106 and 33-14-107.

(e) The administrative dissolution of a corporation does not terminate the authority of its registered agent."

SECTION 189. Section 33-14-220 of the 1976 Code, as last amended by Section 514, Act 181 of 1993, is further amended to read:

"Section 33-14-220. (a) A corporation dissolved administratively under Section 33-14-210 may apply to the Secretary of State Department of Commerce for reinstatement at any time after the effective date of dissolution. The application must:

(1) recite the name of the corporation and the effective date of its administrative dissolution;

(2) state that the grounds for dissolution either did not exist or have been eliminated;

(3) state that the corporation's name satisfies the requirements of Section 33-4-101; and

(4) contain a certificate from the South Carolina Department of Revenue and Taxation reciting that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid.

(b) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the corporation.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the

SECTION 190. Section 33-14-230 of the 1976 Code is amended to read:

"Section 33-14-230. (a) If the Secretary of State Department of Commerce denies a corporation's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(b) The corporation may appeal the denial of reinstatement to the circuit court for Richland County within thirty days after the notice of denial was received. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's Department of Commerce's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's Department of Commerce's notice of denial.

(c) The court may summarily order the Secretary of State Department of Commerce to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings."

SECTION 191. Section 33-14-330 of the 1976 Code is amended to read:

"Section 33-14-330. (a) If after a hearing the court determines that grounds for judicial dissolution described in Section 33-14-300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of court shall deliver a certified copy of the decree to the Secretary of State Department of Commerce, who shall file it without charging any fee.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 33-14-105 and the notification of claimants in accordance with Sections 33-14-106 and 33-14-107."

SECTION 192. Section 33-15-101 of the 1976 Code, as last amended by Act 446 of 1990, is further amended to read:

"Section 33-15-101. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;

(8) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(11) transacting business in interstate commerce; or

(12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State.

(c) The list of activities in subsection (b) is not exhaustive."

SECTION 193. Section 33-15-103 of the 1976, as last amended by Act 466 of 1994, is further amended to read:

"Section 33-15-103. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporation name that satisfies the requirements of Section 33-15-106;

(2) the name of the state or country under whose law it is incorporated;

(3) its date of incorporation and period of duration;

(4) the street address of its principal office;

(5) the address of its proposed registered office in this State and the name of its proposed registered agent at that office;

(6) the names and usual business addresses of its current directors and officers;

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State Director of the Department of Commerce or other official having custody or corporate records in the state or country under whose law it is incorporated.

(c) The foreign corporation shall deliver with the completed application the initial annual report of the corporation as specified in Section 12-19-20 by law."

SECTION 194. Section 33-15-104 of the 1976 Code is amended to read:

"Section 33-15-104. (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its corporate name;

(2) the period of its duration; or

(3) the state or country of its incorporation.

(b) The requirements of Section 33-15-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section."

SECTION 195. Section 33-15-106 of the 1976 Code is amended to read:

"Section 33-15-106. (a) Except as authorized by subsection (f), if the corporate name of a foreign corporation does not satisfy the requirements of Section 33-4-101, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may:

(1) add `corporation', `incorporated', `company', or `limited' or the abbreviation `corp.', `inc.', `co.', or `ltd.' to its corporate name for use in this State; or

(2) use a fictitious name in this State if its real name is unavailable and it delivers to the Secretary of State Department of Commerce for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name which includes one or more of the words or abbreviations in item (1) of this subsection.

(b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State Department of Commerce from:

(2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103;

(3) the fictitious name of another foreign corporation authorized to transact business in this State; and

(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State.

(c) A foreign corporation may apply to the Secretary of State Department of Commerce for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable upon his records from the name applied for. The Secretary of State department shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State department from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A foreign corporation may use in this State the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation has:

(1) merged with the other corporation;

(2) been formed by reorganization of the other corporation; or

(3) acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of Section 33-4-101, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of Section 33-4-101 and obtains an amended certificate of authority under Section 33-15-104.

(f) If any foreign corporation authorized to transact business in South Carolina had filed, prior to the effective date of Chapters 1 thru 20 of this title, a certificate with the then Secretary of State adopting an assumed name pursuant to Section 33-5-35 in Section 2 of Act 146 of 1981 which

SECTION 196. Section 33-15-108 of the 1976 Code is amended to read:

"Section 33-15-108. (a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) its name;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of its new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent to the appointment either on the statement or attached to it; and

(6) that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the Secretary of State Department of Commerce for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 197. Section 33-15-109 of the 1976 Code is amended to read:

"Section 33-15-109. (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State Department of Commerce for filing the original and two

(b) After filing the statement, the Secretary of State Department of Commerce shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State department shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 198. Section 33-15-200 of the 1976 Code is amended to read:

"Section 33-15-200. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State Department of Commerce.

(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State Director of the Department of Commerce as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State;

(4) a mailing address to which the Secretary of State Director of the Department of Commerce may mail a copy of any process served on him under item (3); and

(5) a commitment to notify the Secretary of State director in the future of any change in its mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State Director of the Department of Commerce under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b)."

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