(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, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation."
(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a).
(c) The notice required by this section satisfies all requirements of this chapter and of Section 33-6-270 that notice of share transfer restrictions be given.
(d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice.
(e) A corporation shall provide to any shareholder upon his written request and without charge copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents filed with the corporation that restrict transfer or affect voting or other rights of shareholders.
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.