Corporation Charter Amendment and Legal-Name-Change Requirements in South Carolina

At a glance

Requirements one by one

South Carolina uses articles of amendment

Sections 33-1-101 and 33-1-400 place an ordinary domestic for-profit corporation under the South Carolina Business Corporation Act and treat amended and restated articles as articles of incorporation. Section 33-10-106 directs the corporation to file articles of amendment with the Secretary of State.

A legal-name change usually follows the ordinary approval route

Section 33-10-101 permits an amendment to add or change a currently required or permitted provision or delete a nonrequired one. Under § 33-4-101, the new name must use an approved corporate word or abbreviation and be distinguishable on the Secretary of State's records unless a statutory consent, judgment, merger, reorganization, or asset-acquisition route applies. The Act expressly does not control fictitious names.

The board-only name route in § 33-10-102 is much narrower than a general legal- name change. Without shareholder action, the board may swap a listed corporate designator for a similar one or add, delete, or change a geographical attribution. A different substantive name change follows the generally applicable amendment procedure.

Before shares issue, the vote must be unanimous

Under § 33-10-105, the board may amend before any shares issue. If directors have not been named, the incorporators may act instead. Either route requires a unanimous vote. A subscriber who does not assent to a material change may rescind the subscription without liability despite contrary agreement language.

The board normally proposes and recommends the amendment

Section 33-10-103 permits the board to propose an amendment and condition its submission on any basis. The board must recommend approval unless conflict of interest or other special circumstances justify no recommendation; it must communicate the basis for that decision with the amendment.

For a corporation that is not public, holders of at least 10% of any class of voting shares may propose an amendment. The board then must submit it at the next possible annual or special meeting. Chapter 10 states no general power to abandon an approved amendment before filing.

Every shareholder receives the amendment notice

The corporation must notify every shareholder, whether or not entitled to vote, that the meeting will consider the amendment and include a copy or summary. Sections 33-7-105 and 33-10-103 together set a 10-to-60-day meeting-notice window.

The default quorum is a majority of the votes entitled to be cast by the voting group. The amendment nevertheless defaults to the higher substantive threshold in § 33-10-103: two-thirds of all votes entitled to be cast on the amendment and two-thirds of all votes entitled within each separate voting group. The board may condition submission on a greater vote. The articles may set a lower or higher threshold, subject to the statutory floors for groups with dissenters' rights and other voting groups. An amendment changing an existing greater quorum or vote rule must satisfy the greater of the old and proposed rules.

Written consent requires every entitled voter

Section 33-7-104 permits action without a meeting only through one or more written consents signed by all shareholders entitled to vote. When the Act requires notice to nonvoting holders, they must receive the proposed action and the same meeting materials at least 10 days before the consent action is taken.

Affected classes and series receive an independent vote

Section 33-10-104 gives affected classes and series separate voting-group rights for listed changes to authorization, exchange or reclassification, preferences, distributions, preemptive rights, and similar share terms. Those rights apply even if the articles otherwise label the shares nonvoting. Similarly affected series vote together as one group.

Section 33-13-102 separately creates dissent and fair-value rights for a materially adverse amendment affecting listed preference, redemption, preemption, voting, or fractional-share rights. If those rights apply, § 33-13-200 requires the meeting notice to flag them and include a copy of Chapter 13. The market exception in § 33-13-102(B) is worded by reference to a record date for a vote on an agreement of merger or exchange.

Board-only, agent, correction, and bylaw filings are distinct

Besides the narrow name edit, § 33-10-102 allows the board to delete initial- director information, delete obsolete initial-agent or office information after a statement of change is on file, and make a whole-share increase when only one class is outstanding. A current agent or office change instead uses the § 33-5-102 statement of change, including the new agent's written consent.

Articles of correction under § 33-1-240 address an incorrect statement or defective execution; they are not a substitute for approving a new substantive amendment. A correction generally relates back, except for a person who relied on the uncorrected record and is adversely affected. Bylaws use the separate § 33-10-200 authority of shareholders and, unless restricted, directors.

The filing states both the amendment and how it was approved

Section 33-10-106 requires the current name, exact adopted text, implementation terms for a share exchange, reclassification, or cancellation, and the adoption date. A filing made without shareholder action states that route and why no shareholder action was required. A shareholder-approved filing reports the separate groups, outstanding shares, entitled votes, representation, and either the votes for and against or sufficient undisputed affirmative votes.

Under §§ 33-1-200 and 33-10-106, the chair, president, another officer, or a qualifying incorporator signs and states the signer's name and capacity. A seal, secretarial attestation, acknowledgment, verification, or proof is optional. The current F0003 form also asks for the incorporation date and agent details and requires an original plus a duplicate original or conformed copy.

The $110 total is a $10 filing fee plus a $100 filing tax. Accepted filings take effect at the endorsed time, another time specified on the filing date, or a delayed time and date no later than the 90th day after filing.

Restatement can consolidate or also amend

Under § 33-10-107, the board may restate the articles with or without shareholder action. An amendment within the restatement follows § 33-10-103 if that amendment requires shareholder approval. The filed restatement includes the current and former names, original filing date, complete restated text, and the applicable approval certificate. Once filed, it supersedes the original articles and all amendments.

The current amendment and name chapters state no general statewide publication step. They do impose a targeted record-notice duty when a renamed corporation owns South Carolina real property.

What trips people up

A corporation that owns South Carolina real property must record its name change in each county where the property lies. Section 33-4-104 permits an affidavit naming the old and new corporation and describing the property, a certified copy of the amended articles with a property description, or a deed to the newly named corporation. The filing is indexed with deeds. This county record step is separate from the Secretary of State amendment filing.

The ordinary amendment threshold is based on votes entitled to be cast, not only votes present or votes cast. A majority quorum therefore does not reduce the default two-thirds approval denominator.

Common questions

Does the name change end a lawsuit filed under the old name?

No. Section 33-10-109 says a name amendment does not abate a proceeding brought by or against the corporation in its former name. It also preserves existing causes of action and rights of persons other than shareholders.

Must the articles of amendment be notarized?

Not under the general filing statute. Section 33-1-200 says an acknowledgment, verification, or proof may be included but is not required. A separate transaction or filing can impose its own execution rules.

Is a fictitious name the same as changing the legal corporate name?

No. Section 33-4-101 says the Business Corporation Act does not control the use of fictitious names. The legal-name route addressed here changes the articles and the public corporate name.

Statutes and sources

• S.C. Code §§ 33-1-101, 33-1-200, 33-1-220, 33-1-230, 33-1-240, and 33-1-400. Official current text covering the Act, filing, signer, fee, tax, effective time, correction, entity, and public-corporation rules. Source (accessed August 15, 2026).
• S.C. Code §§ 33-4-101 and 33-4-104. Official current name and real-property follow-up rules. Source (accessed August 15, 2026).
• S.C. Code § 33-5-102. Official current registered-agent and office change route. Source (accessed August 15, 2026).
• S.C. Code §§ 33-7-104, 33-7-105, and 33-7-250 through 33-7-270. Official current consent, meeting-notice, quorum, and voting rules. Source (accessed August 15, 2026).
• S.C. Code §§ 33-10-101 through 33-10-107, 33-10-109, and 33-10-200. Official current amendment, restatement, effect, and bylaw provisions. Source (accessed August 15, 2026).
• S.C. Code §§ 33-13-102 and 33-13-200. Official current dissenters' rights and notice provisions. Source (accessed August 15, 2026).
• South Carolina Secretary of State, F0003 and current forms listing. Current official amendment form, filing instructions, online/paper availability, and $110 total. Form and forms listing (accessed August 15, 2026).