(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 the statement required by subsection (a). The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who did not vote in favor of the amendment is entitled to assert dissenters' rights under Chapter 13 of this title.
HISTORY: 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 18 - Statutory Close Corporation Supplement
Section 33-18-101. Short title.
Section 33-18-102. Application of Business Corporation Act and Professional Corporation Supplement.
Section 33-18-103. Definition and election of statutory close corporation status.
Section 33-18-109. Notice of statutory close corporation status on issued shares.
Section 33-18-110. Share transfer prohibition.
Section 33-18-120. Share transfer after first refusal by corporation.
Section 33-18-130. Attempted share transfer in breach of prohibition.
Section 33-18-140. Compulsory purchase of shares after death of shareholder.
Section 33-18-150. Exercise of compulsory purchase right.
Section 33-18-160. Court action to compel purchase.
Section 33-18-170. Court costs and other expenses.
Section 33-18-200. Shareholder agreements.
Section 33-18-210. Elimination of board of directors.
Section 33-18-230. Annual meeting.
Section 33-18-240. Execution of document in more than one capacity.
Section 33-18-250. Limited liability.
Section 33-18-300. Merger, share exchange, and sale of assets.
Section 33-18-310. Termination of statutory close corporation status.
Section 33-18-320. Effect of termination of statutory close corporation status.
Section 33-18-330. Shareholder option to dissolve corporation.
Section 33-18-400. Court action to protect shareholders.
Section 33-18-410. Ordinary relief.
Section 33-18-420. Extraordinary relief: share purchase.