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Articles of Incorporation for a Statutory Close Corporation (South Carolina)

These are articles of incorporation for a statutory close corporation in South Carolina. The form provided here is simply a sample of what the actual Form C201 looks like.

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF INCORPORATION
FOR A
STATUTORY CLOSE CORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1. The name of the proposed corporation is

_________________________

2. This corporation is a statutory close corporation, pursuant to Chapter 18, Title 33 of the 1976 South Carolina Code of Laws, as amended.

3. The initial registered office of the corporation is

Street Address _________________________

City _________________________

County _________________________

State _________________________

Zip Code _________________________

and the initial registered agent at such address is

Print Name _________________________

I hereby consent to the appointment as registered agent of the corporation

Agent's Signature _________________________

4. The corporation is authorized to issue shares of stock as follows. Complete "a" or "b", whichever is applicable:

a. [___] The corporation is authorized to issue a single class of shares, the total number of shares authorized is

_________________________

b. [___] The corporation is authorized to issue more that one class of shares:

Class of Shares _________________________

Authorized No. of Each Class _________________________

Class of Shares _________________________

Authorized No. of Each Class _________________________

Class of Shares _________________________

Authorized No. of Each Class _________________________

If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

_________________________

5. The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)

_________________________

6. Unless specified otherwise below, the transfer of shares of stock of the corporation shall be subject to the restrictions set out in Sections 33-18-110 through 33-18-130 of the 1976 South Carolina Code of Laws, as amended. Specify any variations in the statutory format in Sections 33-18-110 through 33-18-130.

7. Unless otherwise specified below the corporation shall have a board of directors (See Sections 33-18-210 of the 1976 South Carolina Code of Laws, as amended).

[___] This corporation elects not to have a board of directors.

8. Check, if applicable.

[___] This corporation elects to have the provisions of Sections 33-18-140 through 33-18-170 of the 1976 South Carolina Code of Laws, as amended, which give the estate of a deceased shareholder the right to compel the corporation to purchase the deceased shareholder's shares, apply.

Specify any variations in the statutory format in Sections 33-18-140 through 33-18-170.

_________________________

9. The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 33-18-330, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).

_________________________

10. The name, address and signature of each incorporator is as follows (only one is required):

a. _________________________
Name

_________________________
Address

_________________________
Signature

b. _________________________
Name

_________________________
Address

_________________________
Signature

c. _________________________
Name

_________________________
Address

_________________________
Signature

11. I, _________________________, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date _________________________

Signature _________________________

Type or Print Name _________________________

Address _________________________

_________________________

Telephone Number _________________________


-----------------------------
INSTRUCTIONS FOR FILLING OUT THIS FORM
-----------------------------

1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2. If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form.

3. Enclose the fee of $135.00 payable to the Secretary of State.

4. THIS FORM MUST BE ACCOMPANIED BY THE ANNUAL REPORT (SEE SECTION 12-19-20 OF THE 1976 SOUTH CAROLINA CODE OF LAWS, AS AMENDED)

Return to: Secretary of State
P.O. Box 11350
Columbia, SC 29211

SPECIAL NOTE

ALL SHARE CERTIFICATES ISSUED BY A STATUTORY CLOSE CORPORATION MUST CONTAIN THE FOLLOWING CONSPICUOUS NOTICE:

THE RIGHTS OF SHAREHOLDERS IN A STATUTORY CLOSE CORPORATION MAY DIFFER MATERIALLY FROM THE RIGHTS OF SHAREHOLDERS IN OTHER CORPORATIONS. COPIES OF THE ARTICLES OF INCORPORATION AND BYLAWS, SHAREHOLDERS' AGREEMENTS AND OTHER DOCUMENTS, ANY OF WHICH MAY RESTRICT TRANSFERS AND AFFECT VOTING AND OTHER RIGHTS, MAY BE OBTAINED BY A SHAREHOLDER ON WRITTEN REQUEST TO THE CORPORATION. THE FILING OF THIS DOCUMENT DOES NOT, IN AND OF ITSELF, PROVIDE AN EXCLUSIVE RIGHT TO USE THIS CORPORATE NAME ON OR IN CONNECTION WITH ANY PRODUCT OR SERVICE. USE OF A NAME AS A TRADEMARK OR SERVICE MARK WILL REQUIRE FURTHER CLEARANCE AND REGISTRATION AND BE AFFECTED BY PRIOR USE OF THE MARK. FOR MORE INFORMATION, CONTACT THE TRADEMARKS DIVISION OF THE SECRETARY OF STATE'S OFFICE AT (803) 734-1728.

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