The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) that a majority of the incorporators or initial directors authorized the dissolution.
HISTORY: Derived from 1976 Code Section 33-21-10 [1962 Code Section 12-22.1; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Section 33-14-101. Dissolution by incorporators or initial directors.
Section 33-14-102. Dissolution by board of directors and shareholders.
Section 33-14-103. Articles of dissolution.
Section 33-14-104. Revocation of dissolution.
Section 33-14-105. Effect of dissolution.
Section 33-14-106. Known claims against dissolved corporation.
Section 33-14-107. Unknown claims against dissolved corporation.
Section 33-14-200. Grounds for administrative dissolution.
Section 33-14-210. Procedure for and effect of administrative dissolution.
Section 33-14-220. Reinstatement following administrative dissolution.
Section 33-14-230. Appeal from denial of reinstatement.
Section 33-14-300. Grounds for judicial dissolution.
Section 33-14-310. Procedure for judicial dissolution.
Section 33-14-320. Receivership or custodianship.
Section 33-14-330. Decree of dissolution.
Section 33-14-400. Deposit with Department of Revenue.
Section 33-14-420. Claims against former shareholder of dissolved corporation.