(a) Except as set forth in subsections (b), (c), (d), and (e), this chapter applies to a professional corporation formed under Act 784 of 1962 in existence on its effective date.

(b) Section 33-19-109 does not apply to professional corporations formed prior to the effective date of this chapter unless and until its articles of association are amended.

(c) Section 33-19-210 does not apply to any share certificates that are issued and outstanding prior to the effective date of this chapter.

(d) Section 33-19-600 does not apply to any professional corporation in existence prior to the effective date of this chapter that was not on that date required to file its articles of association with a licensing authority. Any professional corporation qualifying for this exemption shall file its articles of association with the first annual report required to be filed pursuant to Section 33-19-610.

(e) Within thirty days after the effective date of this chapter, the Secretary of State shall send to the president of each professional corporation at the association's address as shown in the association's most recent annual report on file in the office of the Secretary of State a written notice stating that:

(1) the association is required to file with the Secretary of State on or before January 1, 1991, a copy of the association's articles of association and all amendments to the articles;

(2) the articles of association may have to be amended on or before January 1, 1991, in order to comply with Chapter 19 of this title;

(3) all future amendments and restatements of the association's articles of association must be filed with the Secretary of State and must comply with the requirements of this title; and

(4) no amendment or restatement of the association's articles after the effective date of this chapter may be filed in the office of the clerks of court.

(f) A professional corporation in existence on the effective date of this chapter is not in violation of this chapter for failure to file its articles of association with the Secretary of State as required by subsection (e) or to make any amendments to its articles of association required by this chapter or Chapters 1 through 17 of the South Carolina Business Corporation Act of 1988 until January 1, 1991. The failure of a professional corporation to file its articles of association and any necessary amendments to its articles of association by that date does not:

(1) impair the validity of any contract or act of the professional corporation;

(2) prevent the professional corporation from maintaining or defending any action, suit, or proceeding in any court in this State; or

(3) result in any shareholder not being governed by Section 33-19-340 with respect to liability for professional services.

(g) This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.

HISTORY: 1988 Act No. 444, Section 2.