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 SOUTH CAROLINA CODE OF LAWS, AS AMENDED). The $25 CL-1 fee is included in
the $135 filing fee.
Return to: Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201
SPECIAL NOTES
1. PURSUANT TO S.C. CODE OF LAWS § 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.”
2. SECTIONS 33-19-220 THROUGH 33-19-270 OF THE 1976 SOUTH CAROLINA 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.
3. 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.” S.C. CODE OF LAWS § 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.
4. 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.