(a) Except as otherwise authorized by either subsection (f) or (g), a corporate name:
(1) must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language; and
(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-3-101 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from:
(1) the corporate name of a corporation incorporated or authorized to transact business in this State;
(2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103;
(3) the fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable;
(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State;
(5) the name of a limited partnership authorized to transact business in this State.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The Secretary of State 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 to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.
(d) A corporation may use 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 proposed user corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation; or
(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) Chapters 1 through 20 of this title does not control the use of fictitious names.
(f) The following corporations are exempt from subsection (a)(1):
(1) a bank, building and loan association, savings and loan association, insurance company, public utility, and railroad;
(2) a corporation which was organized before January 1, 1964, and whose charter or articles of incorporation on the effective date of this Business Corporation Act of 1988 specified a corporate name that would not meet the requirements of subsection (a) of this section, may continue to use that name as its official name;
(3) nonprofit corporation; and
(4) a professional corporation governed by Chapter 19 of this title, but the name of the professional corporation must comply with Section 33-19-150.
(g) Any corporation incorporated in South Carolina which, prior to the effective date of Chapters 1 through 20 of this Title, filed a renewable certificate with the Secretary of State adopting an "assumed name" pursuant to the provisions of Section 33-5-35 in Section 2 of Act 146 of 1981, and which filed assumed name would not meet the requirements of subsection (a) of this section, may continue to use the name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of subsections (a) and (b) of this section. If necessary to meet the requirements of subsections (a) and (b), the corporation must amend its articles of incorporation prior to December 31, 1994.
If any corporation incorporated in South Carolina prior to the effective date of Chapters 1 through 20 of this Title adopted an assumed name which complies with all of the provisions of subsections (a) and (b), that assumed name, upon filing of amended articles designating such name as the name of the corporation, is the corporation's name.
No certificate of assumed name may be renewed after the effective date of Chapters 1 through 20 of Title 33, and all such certificates, regardless of stated expiration date, automatically expire on December 31, 1994.
HISTORY: Derived from 1976 Code Section 33-5-10 [1962 Code Section 12-13.1; 1952 Code Sections 12-58, 12-58.1; 1942 Code Sections 7726, 7729; 1932 Code Sections 7726, 7729; Civ. C. '22 Sections 4301, 4304; Civ. C. '12 Sections 1883, 2834; Civ. C. '02 Sections 1880, 1883; 1896 (22) 92, 94; 1897 (22) 522; 1900 (23) 386; 1903 (24) 75; 1920 (31) 754; 1923 (33) 157; 1936 (39) 1337; 1951 (47) 196; 1962 (52) 1996; 1963 (53) 327; 1964 (53) 2065; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 1990 Act No. 446, Sections 2, 3.