Form 0010 "Articles of Incorporation Benefit Corporation Professional Corporation - Statutory Close Corporation" - South Carolina

What Is Form 0010?

This is a legal form that was released by the South Carolina Secretary of State - a government authority operating within South Carolina. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on August 1, 2016;
  • The latest edition provided by the South Carolina Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a printable version of Form 0010 by clicking the link below or browse more documents and templates provided by the South Carolina Secretary of State.

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Download Form 0010 "Articles of Incorporation Benefit Corporation Professional Corporation - Statutory Close Corporation" - South Carolina

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STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
BENEFIT CORPORATION
PROFESSIONAL CORPORATION – STATUTORY CLOSE CORPORATION
The following information is submitted pursuant to Sections 33-2-102, 33-18-103, 33-19-109 33-38-120 and 33-38-200 of
the 1976 S.C. Code of Laws, as amended:
1. The name of the proposed corporation is:
NOTE: Pursuant to S.C. Code of Laws § 33-9-150, the name of the corporation must contain the words
“professional corporation”, “professional association”, “service corporation” or “chartered”, or the
abbreviation “P.C.”, “PC”, “P.A.”, or “PA”.
2. The initial registered office of the corporation is:
_____________________________________________________________________________________________
(Street Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
And the initial registered agent at such address is:
_____________________________________________________________________________________________
(Name)
I hereby consent to the appointment as registered agent of the corporation
_____________________________________________________________________________________________
(Agent’s Signature)
3. The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:
a.
The corporation is authorized to issue a single class of shares, the total number of
shares authorized is _______________________________.
b.
The corporation is authorized to issue more than one class of shares:
Class of Shares
Authorized Number of Each Class
________________________________
______________
________________________________
______________
________________________________
______________
The relative right, preference, and limitations of the shares of each class, and of each series
within a class, are as follows:
Form Revised by South Carolina Secretary of State, August 2016
F0010
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
BENEFIT CORPORATION
PROFESSIONAL CORPORATION – STATUTORY CLOSE CORPORATION
The following information is submitted pursuant to Sections 33-2-102, 33-18-103, 33-19-109 33-38-120 and 33-38-200 of
the 1976 S.C. Code of Laws, as amended:
1. The name of the proposed corporation is:
NOTE: Pursuant to S.C. Code of Laws § 33-9-150, the name of the corporation must contain the words
“professional corporation”, “professional association”, “service corporation” or “chartered”, or the
abbreviation “P.C.”, “PC”, “P.A.”, or “PA”.
2. The initial registered office of the corporation is:
_____________________________________________________________________________________________
(Street Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
And the initial registered agent at such address is:
_____________________________________________________________________________________________
(Name)
I hereby consent to the appointment as registered agent of the corporation
_____________________________________________________________________________________________
(Agent’s Signature)
3. The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:
a.
The corporation is authorized to issue a single class of shares, the total number of
shares authorized is _______________________________.
b.
The corporation is authorized to issue more than one class of shares:
Class of Shares
Authorized Number of Each Class
________________________________
______________
________________________________
______________
________________________________
______________
The relative right, preference, and limitations of the shares of each class, and of each series
within a class, are as follows:
Form Revised by South Carolina Secretary of State, August 2016
F0010
Name of Corporation
4. The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is
indicated [see Section 33-1-230(b) of the 1976 S.C. Code of Laws, amended]:
_____________________
5. The corporation is a professional corporation governed by Chapter 19, Title 33 of the 1976 S.C. Code of Laws, as
amended.
6. The corporation’s purpose shall be to render the following professional services:
7. The corporation is also a statutory close corporation, as provided under Chapter 18 of Title 33 of the 1976 S.C.
Code of Laws, as amended.
8. Unless specified otherwise below, the transfer of stock of the corporation shall be subject to the restrictions provided
in Sections 33-18-110 through 33-18-130 of the 1976 S.C. Code of Laws, as amended. Specify any variations in the
statutory format in Sections 33-18-110 through 33-18-130 below:
9. Unless otherwise specified below, the corporation shall have a board of directors (see Section 33-18-210 of the 1976
S.C. Code of Laws, as amended).
This corporation elects not to have a board of directors.
10. Check the following, if applicable:
This corporation elects to apply the provisions of Sections 33-18-140 through 33-18-170 of the 1976
S.C. Code of Laws, as amended, which give the estate of a deceased shareholder the right to compel
the corporation to purchase the deceased shareholder’s shares.
Specify any variations in the statutory format in Sections 33-18-140 through 33-18-170:
11. The corporation is also a benefit corporation governed by Chapter 38, Title 33 of the 1976 S.C. Code of Laws, as amended.
Form Revised by South Carolina Secretary of State, August 2016
F0010
Name of Corporation
12. The corporation has the following specific public benefits purpose(s):
13. The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (see
applicable provisions Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 S.C. Code of Laws, as
amended):
14. The name, address and signature of each incorporator is as follows (only one incorporator is required):
a.
_____________________________________________________________________________________________
(Name)
_____________________________________________________________________________________________
(Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
_____________________________________________________________________________________________
(Signature)
b.
_____________________________________________________________________________________________
(Name)
_____________________________________________________________________________________________
(Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
_____________________________________________________________________________________________
(Signature)
c.
_____________________________________________________________________________________________
(Name)
_____________________________________________________________________________________________
(Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
Form Revised by South Carolina Secretary of State, August 2016
F0010
Name of Corporation
_____________________________________________________________________________________________
(Signature)
15. I, ___________________________________________________________ an attorney licensed to practice in the
state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has
complied with the requirements of Chapter 2, Title 33 of the 1976 S.C. Code of Laws, as amended, relating to the
articles of incorporation.
Date: ___________________
_____________________________________________________________________________________________
Signature
_____________________________________________________________________________________________
Type or Print Name
_____________________________________________________________________________________________
(Street Address)
_____________________________________________________________________________________________
(City, State, Zip Code)
_____________________________________________________________________________________________
(Telephone Number)
Form Revised by South Carolina Secretary of State, August 2016
F0010
FILING INSTRUCTIONS
1.
Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed. Include a self-
addressed stamped envelope to have a filed copy returned to you by mail.
2.
If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate
paragraph in this form.
3.
Enclose the fee of $135.00 payable to the Secretary of State.
4.
THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT TO CORPORATIONS (SEE SECTION 12- 20-20
OF THE 1976 S.C. CODE OF LAWS, AS AMENDED). The $25 CL-1 fee is included in the $135 filing fee.
Return to:
Secretary of State
ATTN: Corporate Filings
1205 Pendleton Street, Suite 525
Columbia, SC 29201
SPECIAL NOTES
1.
PURSUANT TO 1976 S.C. CODE OF LAWS, AS AMENDED, § 33-18-109, ALL SHARE CERTIFICATES ISSUED BY A
STATUTORY CLOSE CORPORATION MUST CONTAIN THE FOLLOWING CONSPICUOUS NOTICE:
“THE RIGHTS OF SHAREHOLDERS IN A STATUTORY CLOSE CORPORATION MAY DIFFER MATERALLY FROM
THE RIGHTS OF SHAREHOLDERS IN OTHER CORPORATIONS. COPIES OF THE ARTICLES OF INCORPORATION
AND BYLAWS, SHAREHOLDERS’ AGREEMENTS AND OTHER DOCUMENTS, ANY OF WHICH MAY RESTRICT
TRANSFERS AND AFFECT VOTING AND OTHER RIGHTS, MAY BE OBTAINED BY A SHAREHOLDER ON
WRITTEN REQUEST TO THE CORPORATION.”
2.
PURSUANT TO 1976 S.C. CODE OF LAWS, AS AMENDED, § 33-19-210, ALL SHARE CERTIFICATES ISSUED BY A
PROFESSIONAL CORPORATION MUST CONTAIN THE FOLLOWING CONSPICUOUS NOTICE:
“THE TRANSFER OF SHARES OF A PROFESSIONAL CORPORATION IS RESTRICTED BY THE SOUTH
CAROLINA PROFESSIONAL CORPORATION SUPPLEMENT, CHAPTER 19 OF TITLE 33, AND MAY BE SUBJECT
TO FURTHER RESTRICTION IMPOSED BY THE LICENSING AUTHORITY. SHARES OF A PROFESSIONAL
CORPORATION ARE SUBJECT ALSO TO A STATUTORY REPURCHASE OBLIGATION.”
3.
SECTIONS 33-19-220 THROUGH 33-19-270 OF THE 1976 S.C. CODE OF LAWS, AS
AMENDED, DEAL SPECIFICALLY WITH SHARE TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS
IN A PROFESSIONAL CORPORATION. THESE SECTIONS SHOULD BE CAREFULLY REVIEWED
BEFORE THE ARTICLES OF INCORPORATION ARE FILED. IN SOME CASES, VARIATIONS OR
EXCEPTIONS TO THE STATUTORY SCHEME ARE AUTHORIZED.
4.
PLEASE NOTE THAT SECTION 33-19-300 OF THE SOUTH CAROLINA CODE OF LAWS, AS AMENDED, STATES
“NOT LESS THAN ONE HALF OF THE DIRECTORS OF A PROFESSIONAL CORPORATION, AND ALL OF ITS
OFFICERS EXCEPT THE SECRETARY AND TREASURER, IF ANY, MUST BE QUALIFIED PERSONS WITH
RESPECT TO THE CORPORATION.” 1976 S.C. CODE OF LAWS, AS AMENDED, § 33-19-103 DEFINES “QUALIFIED
PERSON” AS AN INDIVIDUAL, GENERAL PARTNERSHIP, OR PROFESSIONAL CORPORATION THAT IS ELIGIBLE
UNDER CHAPTER 19 OF TITLE 33 TO BE ISSUED SHARES BY A PROFESSIONAL CORPORATION.
5.
THE FILING OF THIS DOCUMENT DOES NOT, IN AND OF ITSELF, PROVIDE AN EXCLUSIVE RIGHT TO USE THIS
CORPORATE NAME ON OR IN CONNECTION WITH ANY PRODUCT OR SERVICE. USE OF A NAME AS A
TRADEMARK OR SERVICE MARK WILL REQUIRE REGISTRATION OF THE MARK AND MAY BE AFFECTED BY
PRIOR USE OF THE MARK. FOR MORE INFORMATION, CONTACT THE TRADEMARKS DIVISION OF THE
SECRETARY OF STATE’S OFFICE.
Form Revised by South Carolina Secretary of State, August 2016
F0010
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