(a) The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. Any shareholder exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under Sections 33-14-103 through 33-14-107.
(b) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection (a) must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or, if no shares have been issued, by all the subscribers for shares, if any, or, if none, by all the incorporators.
HISTORY: Derived from 1976 Code Section 33-21-130 [1962 Code Section 12-22.13; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.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
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.