reglab/housing_qa huggingface dataset:
SC Code § 33-13-230 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-230. Shareholders' payment demand.

 (a) A shareholder sent a dissenters' notice described in Section 33-13-220 must demand payment, certify whether he (or the beneficial shareholder on whose behalf he is asserting dissenters' rights) acquired beneficial ownership of the shares before the date set forth in the dissenters' notice pursuant to Section 33-13-220(b)(3), and deposit his certificates in accordance with the terms of the notice.  (b) The shareholder who demands payment and deposits his share certificates under subsection (a) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.  (c) A shareholder who does not comply substantially with the requirements that he demand payment and deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this chapter.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.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 § 33-13-240 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-240. Share restrictions.

 (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for payment for them is received until the proposed corporate action is taken or the restrictions are released under Section 33-13-260.  (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-13-250 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-250. Payment.

 (a) Except as provided in Section 33-13-270, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who substantially complied with Section 33-13-230 the amount the corporation estimates to be the fair value of his shares, plus accrued interest.  (b) The payment must be accompanied by:  (1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;  (2) a statement of the corporation's estimate of the fair value of the shares and an explanation of how the fair value was calculated;  (3) an explanation of how the interest was calculated;  (4) a statement of the dissenter's right to demand additional payment under Section 33-13-280; and  (5) a copy of this chapter.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 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 § 33-13-260 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-260. Failure to take action.

 (a) If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation, within the same sixty-day period, shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.  (b) If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Section 33-13-220 and repeat the payment demand procedure.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 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 § 33-13-270 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-270. After-acquired shares.

 (a) A corporation may elect to withhold payment required by section 33-13-250 from a dissenter as to any shares of which he (or the beneficial owner on whose behalf he is asserting dissenters' rights) was not the beneficial owner on the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action, unless the beneficial ownership of the shares devolved upon him by operation of law from a person who was the beneficial owner on the date of the first announcement.  (b) To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the fair value and interest were calculated, and a statement of the dissenter's right to demand additional payment under Section 33-13-280.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2] and Section 33-11-290 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-13-280 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-280. Procedure if shareholder dissatisfied with payment or offer.

 (a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due and demand payment of his estimate (less any payment under Section 33-13-250) or reject the corporation's offer under Section 33-13-270 and demand payment of the fair value of his shares and interest due, if the:  (1) dissenter believes that the amount paid under Section 33-13-250 or offered under Section 33-13-270 is less than the fair value of his shares or that the interest due is calculated incorrectly;  (2) corporation fails to make payment under Section 33-13-250 or to offer payment under Section 33-13-270 within sixty days after the date set for demanding payment; or  (3) corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.  (b) A dissenter waives his right to demand additional payment under this section unless he notifies the corporation of his demand in writing under subsection (a) within thirty days after the corporation made or offered payment for his shares.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 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 § 33-13-300 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-300. Court action.

 (a) If a demand for additional payment under Section 33-13-280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the demand for additional payment and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.  (b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office (or, if none in this State, its registered office) is located. If the corporation is a foreign corporation without a registered office in this State, it shall commence the proceeding in the county in this State where the principal office (or, if none in this State, the registered office) of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.  (c) The corporation shall make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication, as provided by law.  (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint persons as appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.  (e) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 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 § 33-13-310 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 13 - Dissenters' Rights|Section 33-13-310. Court costs and counsel fees.

 (a) The court in an appraisal proceeding commenced under Section 33-13-300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 33-13-280.  (b) The court also may assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:  (1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not comply substantially with the requirements of Sections 33-13-200 through 33-13-280; or  (2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.  (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.  (d) In a proceeding commenced by dissenters to enforce the liability under Section 33-13-300(a) of a corporation that has failed to commence an appraisal proceeding within the sixty-day period, the court shall assess the costs of the proceeding and the fees and expenses of dissenters' counsel against the corporation and in favor of the dissenters.  HISTORY: Derived from 1976 Code Section 33-11-270 [1962 Code Section 12-16.27; 1952 Code Sections 12-459 to 12-462, 12-633 to 12-635; 1942 Code Sections 7706, 7759; 1932 Code Sections 7706, 7759; 1925 (34) 246; 1926 (34) 1052; 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 § 33-14-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 14 - Dissolution|Section 33-14-101. Dissolution by incorporators or initial directors.

 The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:  (1) the name of the corporation;  (2) the date of its incorporation;  (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;  (4) that no debt of the corporation remains unpaid;  (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (6) that a majority of the incorporators or initial directors authorized the dissolution.  HISTORY: Derived from 1976 Code Section 33-21-10 [1962 Code Section 12-22.1; 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 § 33-14-102 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 14 - Dissolution|Section 33-14-102. Dissolution by board of directors and shareholders.

 (a) A corporation's board of directors may propose dissolution for submission to the shareholders.  (b) For a board of directors' proposal to dissolve to be adopted:  (1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and  (2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (f).  (c) The board of directors may condition the submission of its proposal for dissolution on any basis.  (d) If the holders of at least ten percent of any class of voting shares of the corporation propose dissolution, the board of directors shall submit the proposal to the shareholders at the next possible special or annual meeting.  (e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.  (f) Unless the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by two-thirds of all the votes entitled to be cast on that proposal.  (g) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (f), but the required vote must be at least a majority of all the votes entitled to be cast on the proposal.  HISTORY: Derived from 1976 Code Section 33-21-20 [1962 Code Section 12-22.2; 1952 Code Sections 12-641 to 12-643; 1942 Code Sections 7707, 7708; 1932 Code Sections 7707, 7708; Civ. C. '22 Sections 4279, 4280; Civ. C. '12 Sections 2812, 2813; 1902 (23) 1036; 1919 (31) 56, 1925 (34) 244; 1960 (51) 1752; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-14-103 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 14 - Dissolution|Section 33-14-103. Articles of dissolution.

 (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:  (1) the name of the corporation;  (2) the names and addresses of its directors;  (3) the names and addresses of its officers;  (4) the date dissolution was authorized;  (5) if dissolution was approved by the shareholders:  (i) the number of votes entitled to be cast on the proposal to dissolve; and  (ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.  (6) If voting by voting groups was required, the information required by item (5) must be provided separately for each voting group entitled to vote separately on the plan to dissolve.  (b) A corporation is dissolved upon the effective date of its articles of dissolution.  HISTORY: Derived from 1976 Code Section 33-21-20 [1962 Code Section 12-22.2; 1952 Code Sections 12-641 to 12-643; 1942 Code Sections 7707, 7708; 1932 Code Sections 7707, 7708; Civ. C. '22 Sections 4279, 4280; Civ. C. '12 Sections 2812, 2813; 1902(23) 1036; 1919 (31) 56, 1925 (34) 244; 1960 (51) 1752; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-100 [1962 Code Section 12-22.10; 1962 (52) 1996; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.
SC Code § 33-14-104 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 14 - Dissolution|Section 33-14-104. Revocation of dissolution.

 (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.  (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.  (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) the name of the corporation;  (2) the effective date of the dissolution that was revoked;  (3) the date that the revocation of dissolution was authorized;  (4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;  (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) if shareholder action was required to revoke the dissolution:  (i) the number of votes entitled to be case on the proposal to revoke the dissolution; and  (ii) either the total number of votes cast for and against revocation or the total number of undisputed votes cast for revocation and a statement that the number cast for revocation was sufficient for approval.  (7) If voting by voting groups was required, the information required by item (6) must be separately provided for each voting group entitled to vote separately on the proposal to revoke the dissolution.  (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.  HISTORY: Derived from 1976 Code Section 33-21-70 [1962 Code Section 12-22.7; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-80 [1962 Code Section 12-22.8; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-90 [1962 Code Section 12-22.9; 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 § 33-14-105 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 14 - Dissolution|Section 33-14-105. Effect of dissolution.

 (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (1) collecting its assets;  (2) disposing of its properties that will not be distributed in kind to its shareholders;  (3) discharging or making provision for discharging its liabilities;  (4) distributing its remaining property among its shareholders according to their interests; and  (5) doing every other act necessary to wind up and liquidate its business and affairs.  (b) A dissolved corporation shall wind up and liquidate its business and affairs as expeditiously as practicable.  (c) Dissolution of a corporation does not:  (1) transfer title to the corporation's property;  (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (3) subject its directors or officers to standards of conduct different from those prescribed in Chapter 8;  (4) change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;  (5) prevent commencement of a proceeding by or against the corporation in its corporate name;  (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (7) terminate the authority of the registered agent of the corporation.  HISTORY: Derived from 1976 Code Section 33-21-50 [1962 Code Section 12-22.5; 1952 Code Section 12-601; 1942 Code Section 7709; 1932 Code Section 7709; Civ. C. '22 Section 4281; Civ. C. '12 Section 2814; Civ. C. '02 Section 1866; 1898 (22) 774; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-60 [1962 Code Section 12-22.6; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-100 [1962 Code Section 12-22.10; 1972 (52) 1996; 1981 Act No. 146, Section 2; 1985 Act No. 72 Section 2; Repealed, 1988 Act No. 444, Section 4(1)], Section 33-21-180 [1962 Code Section 12-22.18; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)], and Section 33-21-220 [1962 Code Section 12-22.22; 1952 Code Section 12-602; 1942 Code Section 7710; 1932 Code Section 7710; Civ. C. '22 Section 4282; Civ. C. '12 Section 2815; Civ. C. '02 Section 1867; 1898 (22) 774; 1944 (43) 1224; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.