(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 whose shares will be acquired and the name of the acquiring corporation;
(2) terms and conditions of the exchange;
(3) manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
HISTORY: Derived from 1976 Code Section 33-17-25 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 11 - Merger And Share Exchange
Section 33-11-102. Share exchange.
Section 33-11-103. Action on plan.
Section 33-11-104. Merger of subsidiary.
Section 33-11-105. Articles of merger or share exchange.
Section 33-11-106. Effect of merger or share exchange.
Section 33-11-107. Merger or share exchange with foreign corporation.
Section 33-11-108. Merger of parent into subsidiary.
Section 33-11-109. Conversion of partnership or limited partnership to corporation.
Section 33-11-110. When conversion takes effect; filing notice of name change as to real property.
Section 33-11-112. When conversion takes place; notice of name change as to real property.