Corporate Appraisal and Dissenters'-Rights Procedure in South Carolina

At a glance

Requirements one by one

Transactions and market limit

Chapter 13 covers approval-required and parent/subsidiary mergers, an acquired- company share exchange, a qualifying all-or-substantially-all property sale, five kinds of adverse charter amendment, and conversion to an LLC, general partnership, or limited partnership. Governing records or a board resolution may add rights for voting or nonvoting shares. S.C. Code § 33-13-102(A).

The market exclusion applies to a class or series listed on a national exchange or designated as a national-market-system security at the meeting record date. The provision states no exception based on cash, other consideration, or an interested transaction. S.C. Code § 33-13-102(B).

Owners and advance intent

A record holder may split its position only by dissenting for all shares beneficially owned by each represented person and giving that person's name and address. A beneficial owner proceeding directly must include all shares owned or subject to that owner's voting direction and identify the record holder if known. S.C. Code § 33-13-103.

At a meeting, the shareholder gives written intent before the vote and does not vote the shares for the action. A favorable vote cast by the holder of a proxy solicited by the corporation does not disqualify the shareholder. S.C. Code § 33-13-210.

Notices, demand, and deposit

Meeting notice states that rights are or may be available and includes Chapter 13. When action occurs without a shareholder vote, the corporation gives written notice that it was taken and sends the dissenters' notice. S.C. Code § 33-13-200.

The later notice arrives no more than 10 days after the corporate action was taken. It sets a demand deadline 30 to 60 days after delivery, but the certificate-deposit date cannot be earlier than 20 days after that demand date. It also supplies destinations, uncertificated-share restrictions, the announcement date and certification form, and Chapter 13. S.C. Code § 33-13-220.

The holder must demand payment, make the ownership-timing certification, and deposit certificates under the notice. Substantial noncompliance with either the demand or required deposit ends the payment right. S.C. Code § 33-13-230.

Payment and additional demand

As soon as the action is taken, or upon receipt of the payment demand, the corporation pays its estimate plus accrued interest to substantially compliant dissenters. The payment includes financial statements, value and interest explanations, the additional-demand warning, and the chapter. S.C. Code § 33-13-250.

If the transaction is not taken within 60 days after the demand/deposit date, the corporation must return certificates and release transfer restrictions; a later transaction restarts notice and demand. S.C. Code § 33-13-260.

The corporation may withhold for shares acquired after the first announcement, but not when ownership devolved by operation of law from the preannouncement owner. A dissatisfied holder has 30 days after payment or offer to submit a written estimate and additional demand. S.C. Code § 33-13-270; S.C. Code § 33-13-280.

Court procedure and costs

The corporation petitions within 60 days after receiving an unsettled additional demand or pays the demanded amount. The circuit-court venue follows the principal office, then registered office, with a domestic predecessor rule for a foreign survivor or acquirer. Every unsettled dissenter becomes a party; jurisdiction is plenary and exclusive, ordinary civil discovery applies, and the court may appoint appraisers. S.C. Code § 33-13-300.

Costs ordinarily fall on the corporation, subject to equitable shifting for a dissenter's arbitrary, vexatious, or bad-faith demand. Counsel and expert fees have separate corporate-noncompliance and party-misconduct rules. If dissenters must enforce the liability created by a missed 60-day petition clock, the corporation bears their proceeding costs and counsel fees. S.C. Code § 33-13-310.

What trips people up

A corporation-solicited proxy produces an unusual split between the shareholder and the person casting the vote: a favorable proxy vote does not itself disqualify the shareholder. The shareholder's own timely intent notice still matters. S.C. Code § 33-13-210.

The notice contains two different dates. The payment demand falls 30 to 60 days after notice delivery, while the certificate-deposit date may be later and cannot be earlier than 20 days after the demand date. S.C. Code § 33-13-220(b)(4).

Announcement-date ownership does not always mean no initial payment. The corporation may withhold for later-acquired shares, but the statute preserves the ordinary route when ownership devolved by operation of law from someone who owned on the announcement date. S.C. Code § 33-13-270(a).

Common questions

Does Chapter 13 state a voluntary withdrawal rule?

No express voluntary-withdrawal procedure appears in the chapter. That does not resolve waiver, agreement, or another rule outside this survey. S.C. Code §§ 33-13-101 to 33-13-310.

Who starts the ordinary appraisal case?

The corporation must petition within 60 days after receiving the unsettled additional demand. If it does not, it owes the demanded amount, and dissenters may bring the enforcement proceeding described in the cost section. S.C. Code § 33-13-300(a); S.C. Code § 33-13-310(d).

Does the court chapter provide a special jury rule?

No special jury provision appears in Sections 33-13-300 and 33-13-310. The statute instead grants plenary and exclusive jurisdiction, permits appraisers, and preserves ordinary civil discovery. A court determines procedure in a real case. S.C. Code §§ 33-13-300 to 33-13-310.

Statutes and sources

• S.C. Code §§ 33-13-101 to 33-13-103 define the parties, value, interest, triggers, market exclusion, and owner rules. Accessed September 5, 2026.
• S.C. Code §§ 33-13-200 to 33-13-280 govern notice, advance intent, demand, deposits, payment, later-acquired shares, and additional demand. Accessed September 5, 2026.
• S.C. Code §§ 33-13-300 to 33-13-310 govern the court proceeding and cost and fee allocation. Accessed September 5, 2026.