Dissolution by Incorporators

Corporate Dissolution Package - State of South Carolina

Electronic Version

Instructions

There are two ways to voluntarily dissolve a business corporation in the State of South Carolina:

(1) If the corporation has not issued shares OR has not commenced business, the board of directors (or if the corporation has no directors, a majority of the incorporators) may dissolve the corporation by majority vote.

(2) If the corporation has issued shares and commenced business, its board of directors may propose dissolution for submission to the shareholders.

We discuss these two methods in order, below. Use the method that applies to your situation.

Method (1)

If the corporation has not issued shares OR has not commenced business, the board of directors (or if the corporation has no directors, a majority of the incorporators) may dissolve the corporation by majority vote.

1. Complete Form 1, “Articles of Dissolution” (below). For Item 8 of that form, complete only part (b).

2. Two original copies of this form must be mailed to the Secretary of State for filing. This means the signature on each copy of the completed form must be an original signature. There is a $10.00 filing fee which must be included (payable to Secretary of State). Mail to:

Secretary of State

P.O. Box 11350

Columbia, SC 29211

Method (2)

If the corporation has issued shares and commenced business, its board of directors may propose dissolution for submission to the shareholders. This is the second method for dissolving a corporation in South Carolina. Because the corporation has issued shares and commenced business, method (2) is slightly more complex than method (1).

1. The board of directors must propose dissolution, and submit this proposal to the shareholders for a vote. The board must either recommend dissolution, or (due to a conflict of interest or other special circumstances) tell the shareholders about the conflict of interest or special circumstances, and submit the proposed dissolution to the shareholders for a vote without recommending whether or not the shareholders should approve the proposal. (See below: Form 2 Proposal)

Unless the articles of incorporation require a different vote or the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve in order to be adopted must be approved by two-thirds of all the votes entitled to be cast on that proposal. (The articles of incorporation may require a lower or higher vote for approval, but the required vote must be at least a majority of all the votes entitled to be cast on the proposal.)

The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. Each shareholder must be notified of the date, time, and place of the meeting, no fewer than ten nor more than sixty days before the meeting date. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (See below: Form 3 Notice of Meeting)

If all shareholders (whether entitled to vote or not) consent to the dissolution, formalities of notice and voting can be dispensed with if ALL shareholders sign the Written Consent of All Shareholders (See below: Form 4).

2. If dissolution is approved by vote of the shareholders, the corporation must complete Form 1, “Articles of Dissolution.” For Item 8 of that form, complete only part (a).

3. Two original copies of this form must be mailed to the Secretary of State for filing. This means the signature on each copy of the completed form must be an original signature. There is a $10.00 filing fee which must be included (payable to Secretary of State). Mail to:

Secretary of State - P.O. Box 11350 - Columbia, SC 29211

4. Dispose of known claims by notifying known claimants/creditors of the dissolution in writing, at any time after the effective date of the dissolution. (Of course, you may simply pay all of your known bills and skip this step.) See Form 5

5. Reject or accept (pay) claims. See Rejection Form 6

6. Dispose of unknown claims by publishing notice of dissolution once in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or if none in this state, its registered office) is or was last located. See Form 7

Form 1

Articles of Dissolution

The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from this link. The download is quick and easy.

You may download this form at the following link: http://www.uslegalforms.com/dissolution/SC/SC-Diss.pdf

- Follow the instructions on the form. -

Download this form by clicking the above link, or by copying the address into your browser’s address window.

Form 2

Proposal of the Board of Directors for Dissolution

Proposal of the Board of Directors of

Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of , a South Carolina corporation, upon motion duly made and seconded, it was resolved to submit the following proposal to the shareholders for a vote thereon:

PROPOSAL: To take all action necessary to dissolve the corporation and resolve all matters related to said dissolution.

The Board of Directors:

Recommends that the shareholders vote in favor of dissolution.

Is silent regarding recommendation due to the following conflicts of interest or special circumstances:

Dated this the day of , 20.

Form 3

Notice of Special Meeting

Notice of Special Meeting of Stockholders of

Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of , a South Carolina corporation is called for the day of , 20 , at o’clock, , to be held at the following address:

The Purpose of the meeting is to seek stockholder approval of the Proposal to Dissolve Corporation heretofore adopted by resolution of the Board of Directors.

This Notice given on this the day of , 20, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to, but not more than 60 days prior to, such special meeting.

Secretary

Form 4

Written Consent of All Shareholders

Written Consent of the Shareholders of

The undersigned, being all the shareholders of , a South Carolina corporation, hereby consent to the dissolution of the corporation.

Dated this the day of , 20.

Form 5

Notice to Known Claimants/Creditors

Notice to Claimant

To:

You are hereby notified that on the day of , 20, , a South Carolina corporation, filed Articles of Dissolution with the Secretary of State.

You may be able to assert the following claim against the corporation. In order to assert a claim, you must confirm your claim by submitting the following information:

Your claim must be received by the day of , 20, [cannot be less than 120 days from the date of this notice].

Claims must be sent to:

YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION.

YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR CLAIM IS NOT RECEIVED BY THE DEADLINE.

Issued by:

Title: Date:

Form 6

Notice of Rejection of Claim

Notice of Rejection of Claim

To:

You are hereby notified that on the day of , 20, , a South Carolina Corporation rejected all or part of the claim you submitted to the corporation.

ALL OF YOUR CLAIM WAS REJECTED.

A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is:

IF YOU WISH TO ATTEMPT TO ENFORCE YOUR CLAIM, PROCEEDINGS TO ENFORCE THE CLAIM MUST BE COMMENCED WITHIN 90 DAYS. IF YOU FAIL TO COMMENCE PROCEEDINGS, YOUR CLAIM WILL BE BARRED.

Issued by:

Title: Date:

Form 7

Notice to Unknown Claimants

Publish once in a newspaper of general circulation in the county where the dissolved corporation’s principal office (or if none in this state, its registered office) is or was last located.

You are hereby notified that on the day of , 20, , a South Carolina Corporation, filed Articles of Dissolution with the Secretary of State.

The corporation has notified all known claimants. This Notice is for the benefit of any unknown claimants that may exist. If you have a claim against the corporation, describe the claim and mail it to the following address:

YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE CORPORATION. TO CONFIRM YOUR CLAIM, SEND THE FOLLOWING INFORMATION:

YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN FIVE YEARS AFTER THE PUBLICATION DATE OF THIS NOTICE.

Name of Corporation:

By:

Title:

Date: