South Carolina Code of Regulations Chapter 113 - SECRETARY OF STATE
South Carolina Code of Regulations Chapter 113 – Secretary of State
Chapter 113 of the South Carolina Code of Regulations primarily covers the rules and procedures set by the Secretary of State for various administrative functions related to business registration, corporate governance, notary public processes, and more. Here's a breakdown of the key areas typically addressed within this chapter:
1. Business Entity Formation
Corporations: This section covers how to properly form a corporation in South Carolina, including the filing of Articles of Incorporation, annual reports, and corporate governance requirements.
Limited Liability Companies (LLCs): Regulations for LLCs include the process of formation, filing of Articles of Organization, maintaining good standing, and requirements for amendments.
Partnerships: Covers rules for registering partnerships, including limited partnerships (LPs) and limited liability partnerships (LLPs), and associated filing processes.
2. Corporate Governance and Compliance
Bylaws and Operating Agreements: Businesses must maintain a clear set of governing rules, such as bylaws for corporations or operating agreements for LLCs.
Filing Requirements: Entities are required to file certain documents, like annual reports or amendments, to maintain their active status with the Secretary of State.
Registered Agent: All business entities must designate a registered agent for service of process, which is a person or business responsible for receiving legal documents on behalf of the entity.
3. Notary Public Regulations
Application Process: This section details the procedures for becoming a notary public in South Carolina, including the application form, the bond requirements, and the oath of office.
Duties and Powers: The regulations set forth the powers of a notary, including the ability to witness signatures, administer oaths, and certify documents.
Revocation of Notary Status: The chapter also includes the conditions under which a notary’s commission can be revoked, such as misconduct or failure to maintain proper records.
4. Trademark and Service Mark Registration
Filing for Trademarks: Businesses can file for state-level trademarks or service marks to protect their logos, names, or other identifiers within the state of South Carolina.
Renewals and Maintenance: The chapter outlines how businesses must maintain their trademarks, including the need for periodic renewal filings.
5. Charitable Solicitations
Regulation of Charitable Organizations: This section covers the registration and reporting requirements for charities and organizations that solicit donations in the state. These rules help ensure transparency and accountability for nonprofit entities.
Filing Requirements: Charities must submit annual reports and financial statements to maintain their registered status with the Secretary of State.
6. Foreign Entity Registration
Foreign Corporations: This part explains the process for foreign (out-of-state) businesses wishing to conduct business in South Carolina. They must file a Certificate of Authority and comply with local business regulations.
Foreign Limited Liability Companies: Similar to corporations, foreign LLCs must follow specific procedures to be legally recognized in South Carolina.
7. Amendments, Mergers, and Dissolutions
Mergers: Businesses that wish to merge with other entities must file the appropriate paperwork with the Secretary of State.
Dissolutions: The process for legally dissolving a business is outlined, ensuring that businesses go through the necessary steps to close down their operations in compliance with state laws.
Amendments to Articles of Incorporation or Organization: This section specifies how to amend key documents such as Articles of Incorporation or Operating Agreements for entities, such as changing the business name or structure.
8. General Provisions and Fees
Fees: This includes the fee structure for various filings with the Secretary of State, including registration, renewals, amendments, and certifications.
Late Fees: There are penalties for failing to comply with filing deadlines, such as annual report submissions.
Recordkeeping: Businesses must maintain certain records as part of regulatory compliance, including keeping copies of important documents, filings, and communication with the Secretary of State.
9. Electronic Filing and Services
Online Registration: The chapter may include provisions related to the use of electronic services for filing documents, such as online business entity registration or renewal, which streamlines administrative processes.
Digital Signature: Guidance on using digital signatures for business filings and notary public duties may also be addressed here.
Conclusion
The South Carolina Code of Regulations Chapter 113 ensures that businesses, non-profits, and notaries public in South Carolina follow state requirements for proper formation, operation, and compliance. It provides a framework to maintain legal and operational integrity for businesses and protects public interests through transparency and accountability. If you're involved in business operations, this chapter provides crucial guidance for registering, maintaining, and dissolving entities in South Carolina.
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