South Carolina: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
Before shares issue, the board—or the incorporators if directors have not been named—must act unanimously. After shares issue, the board generally proposes and recommends the amendment, each shareholder receives notice, and approval defaults to two-thirds of all votes entitled plus two-thirds within each separate voting group. The Secretary of State filing costs $110 total; a general name change is not one of the narrow board-only amendments.
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This is the general rule in South Carolina. Ask about your specific facts and see which parts of current South Carolina law apply, with citations to the statutes.
| Governing law, document, entity, and scope | South Carolina Business Corporation Act of 1988, Title 33 chs. 1-20; an ordinary domestic for-profit corporation files articles of amendment with the Secretary of State (§§ 33-1-101, 33-1-400, 33-10-106) |
|---|---|
| Amendable provisions and name-change boundary | May add/change a required or permitted article or delete a nonrequired one; a new name needs a listed designator and distinguishability, subject to consent/judgment routes; a general name change needs the ordinary amendment route (§§ 33-4-101, 33-10-101 to -103) |
| Authority before shares issue | Before shares issue, the board—or incorporators if directors have not been named—may amend only by unanimous vote; a nonassenting subscriber may rescind after a material change (§ 33-10-105) |
| Board proposal, recommendation, and abandonment | Board proposes and recommends unless conflict or special circumstances justify no recommendation and the basis is communicated; may condition submission; 10% holders of any voting class can force submission in a non-public corporation; no general abandonment power appears (§ 33-10-103) |
| Shareholder notice, consent, quorum, and vote | Notify every shareholder 10-60 days before the meeting with the amendment or a summary; default majority quorum and two-thirds of all entitled votes plus two-thirds of each separate group; written consent must be unanimous, with 10-day advance notice to required nonvoters (§§ 33-7-104, -105, -250 to -270; 33-10-103) |
| Class, series, nonvoting shares, and appraisal | Affected classes/series vote separately even if otherwise nonvoting; specified materially adverse amendments trigger dissent and fair-value rights; applicable dissent notice accompanies the meeting notice (§§ 33-10-104, 33-13-102, -200) |
| Board-only, agent, correction, and bylaw routes | Board-only changes are narrow, including initial-director deletion, obsolete agent data after a separate statement, a one-class whole-share split, and designator/geographic name edits; agent changes, corrections, and bylaws use separate routes (§§ 33-1-240, 33-5-102, 33-10-102, -200) |
| Contents, signer, fee, and effective time | File current name, amendment text, adoption date, approval route, and required voting figures; chair, president, other officer, or qualifying incorporator signs with name/capacity; two copies; $10 fee + $100 tax; effective on accepted filing or up to 90 days later (§§ 33-1-200, -220, -230; 33-10-106; SOS form F0003) |
| Restatement, publication, and name follow-up | Board may restate; an amending restatement follows amendment approval and supersedes prior articles; no general statewide publication step appears, but a renamed corporation owning South Carolina realty must file county record notice; former-name proceedings continue (§§ 33-4-104, 33-10-107, -109) |
| Special-entity and disputed-change boundaries | Ordinary private domestic for-profit corporation only; the 10% holder-proposal route excludes a public corporation, and nonprofit, benefit, professional, foreign, regulated, securities, tax, lender, investor, and disputed-authority matters can use different rules or require separate analysis (§§ 33-1-400, 33-4-101, 33-10-103) |
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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).
Source links
Every statute quoted above, linked, with the date we checked it.
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