S.C. Code § 33-18-101
Short title
This chapter is known and may be cited as the South Carolina Statutory Close Corporation Supplement.
South Carolina Code Title 33, Chapter 18 — Statutory Close Corporation Supplement
South Carolina · statute · S.C. Code tit. 33, ch. 18 · 26 active provisions
S.C. Code § 33-18-102
Application of Business Corporation Act and Professional Corporation Supplement
(a) Chapters 1 through 17 of this title apply to statutory close corporations to the extent not inconsistent with the provisions of this chapter. (b) This chapter applies to a professional corporation organized under the South Carolina Professional Corporation Supplement (Chapter 19 of this title) whose articles of inc…
S.C. Code § 33-18-103
Definition and election of statutory close corporation status
(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. (b) A corporation incorporated in South Carolina under this title may become a statutory close corporation by amending its articles of incorporation to include th…
S.C. Code § 33-18-109
Notice of statutory close corporation status on issued shares
(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: "The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, sharehold…
S.C. Code § 33-18-110
Share transfer prohibition
(a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under Section 33-18-120. (b) Except to the extent the articles of incorporation provide otherwise, this sec…
S.C. Code § 33-18-120
Share transfer after first refusal by corporation
(a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of Section 33-18-110 first must offer them to the corporation by obtaining an offer to purchase the shares for cash from a third person who is eligible to purchase the shares under subsection (b). The offer by…
S.C. Code § 33-18-130
Attempted share transfer in breach of prohibition
(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either beca…
S.C. Code § 33-18-140
Compulsory purchase of shares after death of shareholder
(a) This section and Sections 33-18-150 through 33-18-170 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all (but…
S.C. Code § 33-18-150
Exercise of compulsory purchase right
(a) A person entitled and desiring to exercise the compulsory purchase right described in Section 33-18-140 must deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requ…
S.C. Code § 33-18-160
Court action to compel purchase
(a) If an offer to purchase shares made under Section 33-18-150 is rejected or, if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation's principal office (or, if none in th…
S.C. Code § 33-18-170
Court costs and other expenses
(a) The court in a proceeding commenced under Section 33-18-160 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (b), the court shall assess thes…
S.C. Code § 33-18-200
Shareholder agreements
(a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation. (b) An agreement authorized by this section is effective althou…
S.C. Code § 33-18-210
Elimination of board of directors
(a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. (b) An amendment to articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to…
S.C. Code § 33-18-220
Bylaws
(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Section 33-18-200. (b) If a corporation does not have bylaws when its statutory close corporation status terminat…
S.C. Code § 33-18-230
Annual meeting
(a) The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Section 33-18-200 fixes a different date. (b) A statutory close corporation need not hold an annual meeting unless one or…
S.C. Code § 33-18-240
Execution of document in more than one capacity
An individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.
S.C. Code § 33-18-250
Limited liability
The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
S.C. Code § 33-18-300
Merger, share exchange, and sale of assets
(a) A plan of merger or share exchange that, if effected, would: (1) terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are oth…
S.C. Code § 33-18-310
Termination of statutory close corporation status
(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Section 33-18-210, the amendment…
S.C. Code § 33-18-320
Effect of termination of statutory close corporation status
(a) A corporation that terminates its status as a statutory close corporation is subject thereafter to all provisions of Chapters 1 through 17 of this title or, if incorporated under the South Carolina Professional Corporation Supplement (Chapter 19 of this title), to all provisions of that Supplement. (b) Termination…
S.C. Code § 33-18-330
Shareholder option to dissolve corporation
(a) The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. Any shareholder exercising this…
S.C. Code § 33-18-400
Court action to protect shareholders
(a) Subject to satisfying the conditions of subsections (c) and (d), a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in Section 33-18-410, 33-18-420, or 33-18-430 if: (1) the directors or those in control of the corporation have acted, are acting, or will ac…
S.C. Code § 33-18-410
Ordinary relief
(a) If the court finds that any grounds for relief described in Section 33-18-400(a) exist, it may order one or more of the following types of relief: (1) the performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers of or any other party to t…
S.C. Code § 33-18-420
Extraordinary relief: share purchase
(a) If the court finds that the ordinary relief described in Section 33-18-410(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under Section 33-18-430 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on te…
S.C. Code § 33-18-430
Extraordinary relief: dissolution
(a) The court may dissolve the corporation if it finds: (1) there are grounds for judicial dissolution under Section 33-14-300; or (2) all other relief ordered by the court under Section 33-18-410 or 33-18-420 has failed to resolve the matters in dispute. (b) In determining whether to dissolve the corporation, the cour…
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