Title 33, Corporations, Partnerships and Associations

(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 i…

(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 sh…

(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 no…

(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 pur…

(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 ben…

(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 corporati…

(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 sub…

(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 author…

(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 corporati…

(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 sta…

(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 n…

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.

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 o…

(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 gr…

(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 director…

(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 provisi…

(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 conti…

(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 corpor…

(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…

(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 sh…

(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 wheth…

This chapter applies to all corporations electing statutory close corporation status under Section 33-18-103 after its effective date.