(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 purchase or cause to be purchased all (but not less than all) of the decedent's shares or to be dissolved.
(b) The provisions of Sections 33-18-150 through 33-18-170 may be modified only if the modification is set forth or referred to in the articles of incorporation.
(c) An amendment to the articles of incorporation to provide for application of Sections 33-18-150 through 33-18-170, or to modify or delete the provisions of these sections, 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 groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.
(d) A shareholder who does not vote in favor of an amendment to modify or delete the provisions of Sections 33-18-150 through 33-18-170 is entitled to dissenters' rights under Chapter 13 of this title if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased.
(e) A shareholder may waive his and his estate's rights under Sections 33-18-150 through 33-18-170 by a signed writing.
(f) Sections 33-18-150 through 33-18-170 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death nor do they prevent a shareholder from enforcing any remedy he has independently of these sections.
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.