South Carolina · statute · S.C. Code tit. 33, ch. 11 · 15 active provisions
(a) A business corporation may merge with or into: (i) another business corporation, domestic or foreign; (ii) a nonprofit corporation, to the extent authorized by Section 33-31-1101, if the board of directors of each corporation adopts and the shareholders of a business corporation or members of a nonprofit corporatio…
(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 33-11-103, approve the exchange. (b) The plan of exchange must set forth the: (1) name of the corporation…
(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares are to be acquired in the share exchange, shall submit the plan of merger (except as provided in subsection (h)) or share exchange for approva…
(a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of merger that sets forth the: (1…
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or share exchange including: (1) the plan of merger or share…
(a) When a merger takes effect: (1) every other corporation party to the merger merges into the surviving entity and the separate existence of every corporation except the surviving entity ceases; (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the survivin…
(a) Foreign corporations may merge or enter into a share exchange with domestic corporations if: (1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) in a shar…
(a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary if the plan of merger is submitted to and approved by the shareholders of the parent in accordance with…
(a) A partnership or limited partnership may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a corporation must be approved by all the partners or by the number or percentage of the partners required for conversion in the pa…
(a) A partnership or limited partnership that is converted pursuant to Section 33-11-109 is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the corporation; (2) all debts, liabil…
(a) A corporation may be converted to a limited liability company pursuant to this section. (b) After adopting a plan of conversion, the board of directors shall submit the plan of conversion for approval by its shareholders. For a plan of conversion to be approved: (1) the corporation shall notify each shareholder of…
(a) A corporation that is converted to a limited liability company is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting corporation vests in the limited liability company; (2) all debts, liabilities, and other obligations of…
(a) A corporation may be converted to a partnership or limited partnership pursuant to this section. (b) After adopting a plan of conversion, the board of directors shall submit the plan of conversion for approval by its shareholders. For a plan of conversion to be approved: (1) the corporation shall notify each shareh…
(a) A corporation that is converted to a partnership or limited partnership is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting corporation vests in the partnership or limited partnership; (2) all debts, liabilities, and ot…
This chapter does not preclude an entity from being converted pursuant to other law.