reglab/housing_qa huggingface dataset:
SC Code § 33-18-170 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-170. Court costs and other expenses.

 (a) The court in a proceeding commenced under Section 33-18-160 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (b), the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.  (b) The court may assess all or a portion of the total costs of the proceeding:  (1) against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or  (2) against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last sale offer made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-200 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-200. Shareholder agreements.

 (a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.  (b) An agreement authorized by this section is effective although:  (1) it eliminates a board of directors;  (2) it restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights;  (3) its effect is to treat the corporation as a partnership; or  (4) it creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.  (c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law and imposes that liability on each person in whom the board's discretion or power is vested to the extent that the discretion or powers of the board of directors are governed by the agreement.  (d) A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by Section 33-18-210.  (e) A provision entitling shareholders to dissolve the corporation under Section 33-18-330 is effective only if a statement of this right is contained in the articles of incorporation.  (f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.  (g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.  (h) This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.  HISTORY: Derived from 1976 Code Section 33-11-220 [1962 Code Section 12-16.22; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-18-210 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-210. Elimination of board of directors.

 (a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.  (b) An amendment to articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, 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.  (c) While a corporation is operating without a board of directors as authorized by subsection (a):  (1) all corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;  (2) unless the articles of incorporation provide otherwise, (i) action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders and (ii) action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;  (3) a shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;  (4) a requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders;  (5) the shareholders by resolution may appoint shareholders to sign documents as "designated directors".  (d) An amendment to articles of incorporation deleting the statement eliminating a board of directors 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. The amendment also must specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under Section 33-8-101.  HISTORY: Derived from 1976 Code Section 33-11-220 [1962 Code Section 12-16.22; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-18-220 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-220. Bylaws.

 (a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by Section 33-18-200.  (b) If a corporation does not have bylaws when its statutory close corporation status terminates under Section 33-18-310, the corporation shall adopt bylaws immediately under Section 33-2-106.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-230 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-230. Annual meeting.

 (a) The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by Section 33-18-200 fixes a different date.  (b) A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least thirty days before the meeting date determined under subsection (a).  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-240 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-240. Execution of document in more than one capacity.

 An individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.  HISTORY: Derived from 1976 Code Section 33-13-130 [1962 Code Section 12-18.13; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-18-250 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-250. Limited liability.

 The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-300 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-300. Merger, share exchange, and sale of assets.

 (a) A plan of merger or share exchange that, if effected, would:  (1) terminate statutory close corporation status 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 the holders are otherwise entitled to vote on the plan;  (2) create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of each constituent corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.  (b) A sale, lease, exchange, or other disposition of all or substantially all of the property (with or without the good will) of a statutory close corporation, if not made in the usual and regular course of business, 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 the holders are otherwise entitled to vote on the transaction.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-310 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-310. Termination of statutory close corporation status.

 (a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under Section 33-18-210, the amendment must comply either with Section 33-8-101 or delete the statement dispensing with the board of directors from its articles of incorporation.  (b) An amendment terminating statutory close corporation status 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 the holders are entitled otherwise to vote on amendments.  (c) If an amendment to terminate statutory close corporation status is adopted, each 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.
SC Code § 33-18-320 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-320. Effect of termination of statutory close corporation status.

 (a) A corporation that terminates its status as a statutory close corporation is subject thereafter to all provisions of Chapters 1 through 17 of this title or, if incorporated under the South Carolina Professional Corporation Supplement (Chapter 19 of this title), to all provisions of that Supplement.  (b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless this chapter, Chapters 1 through 17 of this title, or another law of this State invalidates the right.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-18-330 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-330. Shareholder option to dissolve corporation.

 (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.
SC Code § 33-18-400 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-400. Court action to protect shareholders.

 (a) Subject to satisfying the conditions of subsections (c) and (d), a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in Section 33-18-410, 33-18-420, or 33-18-430 if:  (1) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;  (2) the directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or  (3) there exist grounds for judicial dissolution of the corporation under Section 33-14-300.  (b) A shareholder must commence a proceeding under subsection (a) in the circuit court of the county where the corporation's principal office or, if none in this State, its registered office is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.  (c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.  (d) If a shareholder has dissenters' rights under this chapter or chapter 13 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under Section 33-13-210 or to demand payment under Section 33-13-230 or the proceeding is barred.  (e) Except as provided in subsections (c) and (d), a shareholder's right to commence a proceeding under this section and the remedies available under Sections 33-18-410 through 33-18-430 are in addition to any other right or remedy he may have.  HISTORY: Derived from 1976 Code Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996, 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-155 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-18-410 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-410. Ordinary relief.

 (a) If the court finds that any grounds for relief described in Section 33-18-400(a) exist, it may order one or more of the following types of relief:  (1) the performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers of or any other party to the proceeding;  (2) the cancelation or alteration of any provision in the corporation's articles of incorporation or bylaws;  (3) the removal from office of any director or officer;  (4) the appointment of any individual as a director or officer;  (5) an accounting with respect to any matter in dispute;  (6) the appointment of a custodian to manage the business and affairs of the corporation;  (7) the appointment of a provisional director who has all the rights, powers, and duties of an elected director to serve for the term and under the conditions prescribed by the court;  (8) the payment of dividends;  (9) the award of damages to any aggrieved party.  (b) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.  HISTORY: Derived from 1976 Code Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1966, 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-155, [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-18-420 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-420. Extraordinary relief: share purchase.

 (a) If the court finds that the ordinary relief described in Section 33-18-410(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under Section 33-18-430 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection (b).  (b) If the court orders a share purchase, it shall:  (1) determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of any appraisers appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;  (2) specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;  (3) require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;  (4) provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court;  (5) provide that, if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under Section 33-18-430; and  (6) provide that the corporation or remaining shareholders release or enter into an agreement to indemnify the seller from any personal liability for obligations of the corporation the seller has personally guaranteed.  (c) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.  (d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.  HISTORY: Derived from 1976 Code Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996, 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-155, [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-18-430 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-430. Extraordinary relief: dissolution.

 (a) The court may dissolve the corporation if it finds:  (1) there are grounds for judicial dissolution under Section 33-14-300; or  (2) all other relief ordered by the court under Section 33-18-410 or 33-18-420 has failed to resolve the matters in dispute.  (b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.  HISTORY: Derived from 1976 Code Section 33-21-150 [1962 Code Section 12-22.15; 1952 Code Section 12-651; 1942 Code Section 7725; 1932 Code Section 7725; 1922 (32) 1026; 1962 (52) 1996, 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-155 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-18-500 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 18 - Statutory Close Corporation Supplement|Section 33-18-500. Application to existing corporations.

 This chapter applies to all corporations electing statutory close corporation status under Section 33-18-103 after its effective date.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-19-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 19 - Professional Corporation Supplement|Section 33-19-101. Short title.

 This chapter is known and may be cited as the South Carolina Professional Corporation Supplement.  HISTORY: Derived from 1976 Code Section 33-51-10 [1962 Code Section 56-1601; 1962 (52) 1911; Repealed, 1988 Act No. 444, Section 4(5)]; 1988 Act No. 444, Section 2.