reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 2 - Incorporation › Section 33-2-103. Incorporation.

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
HISTORY: Derived from 1976 Code Section 33-7-50 [1962 Code Section 12-14.5; 1952 Code Sections 12-59, 12-60; 1942 Code Section 7730; 1932 Code Section 7730; Civ. C. '22 Section 4305; Civ. C. '12 Section 2838; Civ. C. '02 Section 1884; 1896 (22) 94; 1920 (31) 754; 1936 (39) 1320; 1960 (51) 1927; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act. No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 2 - Incorporation › Section 33-2-104. Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, when there has been no incorporation under Chapters 1 through 20 of this Title, are jointly and severally liable for all liabilities created while so acting, provided that any person so acting while believing in good faith that the articles have been filed shall not have any liability under this section.
HISTORY: Derived from 1976 Code Section 33-7-60 [1962 Code Section 12-14.6; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 2 - Incorporation › Section 33-2-105. Organization of corporation.

(a) After incorporation:
(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) to elect directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by Chapters 1 through 20 of this Title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this State.
HISTORY: Derived from 1976 Code Section 33-7-70 [1962 Code Section 12-14.7; 1952 Code Section 12-52; 1942 Code Sections 7726, 7729; 1932 Code Sections 7726, 7729; Civ. C. '22 Sections 4301, 4304; Civ. C. '12 Sections 2834, 2837; Civ. C. '02 Sections 1880, 1883; 1896 (22) 92, 94; 1897 (22) 522; 1900 (23) 386; 1903 (24) 75; 1920 (31) 754; 1923 (33) 157; 1936 (39) 1337; 1952 (47) 2173; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 2 - Incorporation › Section 33-2-106. Bylaws.

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
HISTORY: Derived from 1976 Code Section 33-11-10 [1962 Code Section 12-16.1; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 2 - Incorporation › Section 33-2-107. Emergency bylaws.

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
HISTORY: Derived from 1976 Code Section 33-11-20 [1962 Code Section 12-16.2; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 3 - Purposes And Powers › Section 33-3-101. Purposes.

(a) Every corporation incorporated under Chapters 1 through 20 of this Title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under Chapters 1 through 20 of this Title only if permitted by, and subject to all limitations of, the other statute.
HISTORY: Derived from 1976 Code Section 33-3-10 [1962 Code Section 12-12.1; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-7-10 [1962 Code Section 12-14.1; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 3 - Purposes And Powers › Section 33-3-103. Emergency powers.

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.
(2) One or more officers of the corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot be assembled readily because of some catastrophic event.
HISTORY: Derived from 1976 Code Section 33-11-20 [1962 Code Section 12-16.2; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 3 - Purposes And Powers › Section 33-3-104. Ultra vires.

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) in a proceeding by a shareholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the Attorney General under Section 33-14-300.
(c) In a shareholder's proceeding under subsection (b) (1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
HISTORY: Derived from 1976 Code Section 33-3-30 [1962 Code Section 12-12.3; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 4 - Name › Section 33-4-102. Reserved name.

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
(c) The name of a corporation administratively dissolved under Section 33-14-210 is not subject to reservation for a period of two years from the date the Secretary of State sends a copy of the certificate of dissolution to the corporation as provided by Section 33-14-210(b).
HISTORY: Derived from 1976 Code Section 33-5-20 [1962 Code Section 12-13.2; 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; 1991 Act No. 3, Section 3.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 4 - Name › Section 33-4-103. Registered name.

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by Section 33-15-106, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under Section 33-4-101(b)(3).
(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by Section 33-15-106, by delivering to the Secretary of State for filing an application:
(1) setting forth its corporate name, or its corporate name with any addition required by Section 33-15-106, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.
(c) The name is registered for the applicant's exclusive use upon the effective date of the application.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b), between October first and December thirty-first of the preceding year. The renewal application, when filed, renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under Chapters 1 through 20 of this Title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
HISTORY: Derived from 1976 Code Section 33-5-30 [1962 Code Section 12-13.3; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 4 - Name › Section 33-4-104. Name change filing requirement when real property owned.

(a) If a corporation or foreign corporation that owns real property in South Carolina changes its corporate name by amendment of its articles or by merger, share exchange, domestication, conversion, or reorganization, the newly-named, surviving, acquiring, domesticating, converting, or reorganizing corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.
(b) The filing must be by:
(1) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the corporation and describing the real property owned by that corporation; or
(2) filing a certified copy of the amended articles, articles of merger, articles of conversion, articles of domestication, or articles of share exchange accompanied by a description of the real property; or
(3) a duly recorded deed of conveyance to the newly-named surviving, acquiring, domesticating, converting, or reorganizing corporation.
(c) The affidavit or filed articles must be duly indexed in the index of deeds.
(d) The purpose of this section is to establish record notice under Chapter 7 of Title 30. Failure to make the required filing of a corporate name change will not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made subsequent to the change in name.
HISTORY: Derived from 1976 Code Section 33-1-60 [1962 Code Section 12-11.6; 1962 (52) 1996; 1963 (53) 327; 1964 (53) 1910; 1968 (55) 3046; 1970 (56) 1932; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 2004 Act No. 221, Section 12.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 5 - Office And Agent › Section 33-5-101. Registered office and registered agent.

Each corporation must continuously maintain in this State:
(1) a registered office that may be the same as any of its places of business; and
(2) a registered agent, who may be:
(i) an individual who resides in this State and whose business office is identical with the registered office;
(ii) a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or
(iii) a foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
HISTORY: Derived from 1976 Code Section 33-5-40 [1962 Code Section 12-13.4; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 5 - Office And Agent › Section 33-5-102. Change of registered office or registered agent.

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and
(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
HISTORY: Derived from 1976 Code Section 33-5-50 [1962 Code Section 12-13.5; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 5 - Office And Agent › Section 33-5-103. Resignation of registered agent.

(a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
HISTORY: Derived from 1976 Code Section 33-5-50 [1962 Code Section 12-13.5; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 5 - Office And Agent › Section 33-5-104. Service on corporation.

Service of process on a corporation must be in accord with the applicable provisions of Title 15.
HISTORY: Derived from 1976 Code Section 33-5-60 [1962 Code Section 12-13.6; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-101. Authorized shares.

(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 33-6-102.
(b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by Chapters 1 through 20 of this Title;
(2) are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
HISTORY: Derived from 1976 Code Section 33-9-10 [1962 Code Section 12-15.1; 1952 Code Sections 12-53, 12-211, 12-212; 1942 Code Sections 7693, 7694, 7696, 7726, 7729, 7731; 1932 Code Sections 7693, 7694, 7696, 7726, 7729, 7731; Civ. C. '22 Sections 4267, 4268, 4270, 4301, 4304; Civ. C. '12 Sections 2800, 2801, 2803, 2834, 2837; Civ. C. '02 Sections 1856, 1857, 1859, 1880, 1883; 1896 (22) 92, 94; 1897 (22) 522; 1900 (23) 386; 1901 (23) 712; 1903 (24) 75; 1920 (31) 754; 1923 (33) 157; 1927 (35) 218; 1928 (35) 1256; 1936 (39) 1337; 1942 (42) 1448; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444 Section 2], Section 33-9-190 [1962 Code Section 12-15.18; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-9-250 [1962 Code Section 12-15.24; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-102. Terms of class or series determined by board of directors.

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 33-6-101) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:
(1) the name of the corporation;
(2) the text of the amendment determining the terms of the class or series of shares;
(3) the date it was adopted; and
(4) a statement that the amendment was duly adopted by the board of directors.
HISTORY: Derived from 1976 Code Section 33-9-30 [1962 Code Section 12-15.2; 1952 Code Section 12-212; 1942 Code Section 7731; 1932 Code Section 7731; 1927 (35) 218; 1928 (35) 1256; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-9-40 [1962 Code Section 12-15.3; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-103. Issued and outstanding shares.

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section 33-6-400.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
HISTORY: Derived from 1976 Code Section 33-9-20 [1962 Code S 12-15.1; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-104. Fractional shares.

(a) A corporation may:
(1) issue fractions of a share or pay in money the value of fractions of a share;
(2) arrange for disposition of fractional shares by the shareholders;
(3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section 33-6-250(b).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including that the:
(1) scrip is void if not exchanged for full shares before a specified date; and
(2) shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
HISTORY: Derived from 1976 Code Section 33-9-120 [1962 Code Section 12-15.11; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-200. Subscription for shares before incorporation.

(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 33-6-210.
HISTORY: Derived from 1976 Code Section 33-9-60 [1962 Code Section 12-15.5; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-220. Liability of shareholders.

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 33-6-210) or specified in the subscription agreement (Section 33-6-200).
(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
HISTORY: Derived from 1976 Code Section 33-11-230 1962 Code Section 12-16.23; 1952 Code Section 12-72; 1942 Code Section 7677; 1932 Code Section 7677; Civ. C. '22 Section 4251; Civ. C. '12 Section 2784; Civ. C. '02 Section 1843; R. S. 1500; 1905 (24) 842; 1940 (41) 1636; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-230. Share dividends.

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approves the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
HISTORY: Derived from 1976 Code Section 33-9-160 [1962 Code Section 12-15.15; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-240. Share options; restrictions and conditions for owners of specified percentage of shares.

(A) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
(B) In the case of a public corporation, the terms and conditions of such rights, options, or warrants may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by the holder or holders or beneficial owner or owners of a specified number or percentage of the outstanding voting shares of the public corporation or by any transferee or any such holder or owner, or that invalidate or void the rights, options, or warrants held by the holder or owner or by the transferee. Determinations by the board of directors whether to impose, enforce, waive, or otherwise render ineffective any such restrictions or conditions may be judicially reviewed in an appropriate proceeding.
HISTORY: Derived from 1976 Code Section 33-9-90 [1962 Code Section 12-15.8; 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; 1998 Act No. 328, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-250. Form and content of certificates.

(a) Shares may be represented by certificates, but need not be so represented, subject to the provisions of Section 33-6-260(a). Unless Chapters 1 through 20 of this Title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b) At a minimum, each share certificate must state on its face:
(1) the name of the issuing corporation and that it is organized under the laws of this State;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the series, if any, the certificate represents.
(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d) Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.
(e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
HISTORY: Derived from 1976 Code Section 33-9-110 [1962 Code Section 12-15.10; 1952 Code Section 12-241; 1942 Code Section 7681; 1932 Code Section 7681; Civ. C. '22 Section 4255; Civ. C. '12 Section 2788; Civ. C. '02 Section 1847; R. S. 1503; 1905 (24) 872; 1929 (36) 144; 1957 (50) 61; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-260. Shares without certificates.

(A) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates to the extent that investment securities not evidenced by certificates are authorized by Chapter 8 of Title 36 of the South Carolina Uniform Commercial Code. The authorization does not affect shares already represented by certificates until the shares or certificates are surrendered to the corporation.
(B) Within a reasonable time after the issue or transfer of shares to a shareholder without certificates, the corporation must send the shareholder a written statement containing the information required on a certification by Section 33-6-250(b) and (c) and Section 33-6-270, if applicable.
HISTORY: Derived from 1976 Code Section 33-9-110 [1962 Code Section 12-15.10; 1952 Code Section 12-241; 1942 Code Section 7681; 1932 Code Section 7681; Civ. C. '22 Section 4255; Civ. C. '12 Section 2788; Civ. C. '02 Section 1847; R. S. 1503; 1905 (24) 872; 1929 (36) 144; 1957 (50) 61; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 2001 Act No. 67, Section 10; 2004 Act No. 221, Section 13.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-270. Restriction on transfer or registration of shares or other securities.

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 33-6-260(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
HISTORY: 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-280. Expense of issue.

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
HISTORY: Derived from 1976 Code Section 33-9-100 [1962 Code Section 12-15.9; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 6 - Shares And Distributions › Section 33-6-310. Corporation's acquisition of own shares.

(a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth:
(1) the name of the corporation;
(2) the reduction of the number of authorized shares, itemized by class and series; and
(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
HISTORY: Derived from 1976 Code Section 33-9-180 [1962 Code Section 12-15.17; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], Section 33-9-190 [1962 Code Section 12-15.18; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-9-210 [1962 Code Section 12-15.20; 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 7 - Shareholders › Section 33-7-101. Annual meeting.

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws or, in the alternative, may take such action as would be taken at an annual meeting by taking action by unanimous written consent under Section 33-7-104.
(b) Annual shareholders' meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings must be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(d) If authorized by the board of directors, and subject to the guidelines and procedures the board of directors may adopt, shareholders and proxy holders not physically present at an annual meeting of shareholders may, by means of remote communication:
(1) participate in an annual meeting of shareholders;
(2) be deemed present in person and vote at an annual meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:
(i) the corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the annual meeting is a shareholder or proxy holder;
(ii) the corporation implements reasonable measures to provide shareholders or proxy holders a reasonable opportunity to participate in the annual meeting and to vote on matters submitted to the shareholders including, without limitation, an opportunity to communicate and to read or hear the proceedings of the annual meeting substantially concurrently with such proceedings; and
(iii) if any shareholder or proxy holder votes or takes other action at the annual meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation.
HISTORY: Derived from 1976 Code Section 33-11-30 [1962 Code Section 12-16.3; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 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; 2023 Act No. 68 (H.4049), Section 1, eff May 19, 2023.
Effect of Amendment
2023 Act No. 68, Section 1, added (d).
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 7 - Shareholders › Section 33-7-103. Court-ordered meeting.

(a) The circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may order a meeting to be held:
(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of nine months after the end of the corporation's fiscal year or eighteen months after its last annual meeting; or
(2) on application of a shareholder who signed a demand for a special meeting valid under Section 33-7-102 if:
(i) notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
(ii) the special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose of the meeting.
HISTORY: Derived from 1976 Code Section 33-11-30 [1962 Code Section 12-16.3; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-11-40 [1962 Code Section 12-16.4; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 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; 1994 Act No. 461, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 7 - Shareholders › Section 33-7-104. Action without meeting.

(a) Action required or permitted by Chapters 1 through 20 of this Title to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise fixed under Section 33-7-103 or 33-7-107, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(d) If Chapters 1 through 20 of this Title requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice must contain or be accompanied by the same material that must be sent to nonvoting shareholders in a notice of meeting at which the proposed action is submitted to the shareholders for action.
HISTORY: Derived from 1976 Code Section 33-11-180 [1962 Code Section 12-16.18; 1952 Code Sections 12-251 to 12-253; 1942 Code Sections 7679, 7680; 1932 Code Sections 7679, 7680; Civ. C. '22 Sections 4253, 4254; Civ. C. '12 Sections 2786, 2787; Civ. C. '02 Sections 1845, 1846; R. S. 1502; 1901 (21) 811; 1962 (52) 1996; 1963 (53) 327; 1964 (53) 1910; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.