Nonprofit Corporation Voluntary Dissolution Filing Requirements in South Carolina

At a glance

Requirements one by one

Before activity begins

Section 33-31-1401 requires both no members and no initial directors. A majority of incorporators approves through signed written consent or a meeting vote, subject to approvals required by the articles or bylaws. They adopt the post-creditor asset-distribution plan.

Board or manager approval

Section 33-31-1402 ordinarily requires board approval, member approval when applicable, and required written third-person approval. Section 33-31-824 supplies a majority-of-directors quorum and majority-present vote by default, with its permitted variations and quorum floor. The dissolution-specific rule instead requires a majority of directors in office when the corporation has no members entitled to vote on dissolution.

Member vote and class approval

Section 33-31-1402 uses “two-thirds of the votes cast or a majority of the voting power, whichever is less,” subject to greater or class-vote requirements. Section 33-31-722 ordinarily requires representation of 10% of entitled votes for a quorum. Under § 33-31-704, consent uses at least 80% of voting power unless the articles or bylaws limit or prohibit it. Notify nonsigners; where notice is required, consent approval takes effect ten days after that notice.

Notice, plan, and other approval

Member notices and consent/ballot solicitations include a plan copy or summary under § 33-31-1402. Meeting notices identify the dissolution purpose; § 33-31-705 requires the specified 10–60-day timing for the listed fundamental matters, with a 30-day minimum for mail other than first-class or registered mail. The memberless board-notice cross-reference leads to § 33-31-822(c), requiring seven days’ written notice unless waived. Sections 33-31-1402(a)(3) and 33-31-1030 identify the required written third-person approval for the specified public-benefit or religious corporation articles provisions.

Filing contents and signer

Section 33-31-1404 requires the applicable approval statements and member/class voting information: memberships outstanding, votes entitled, votes indisputably voting, and either votes for/against or undisputed sufficient affirmative votes. Section 33-31-120 supplies ordinary officer signers and incorporator or court-appointed-fiduciary alternatives, and requires name and signing capacity. Include the filing copy, fee and applicable chapter/other-law charges.

Revocation or reversal

Section 33-31-1405 permits revocation within 120 days. Use the original authorization process unless the authorization permitted board-only reversal. File revocation articles with the dissolution articles copy, stating the dissolution's effective date, revocation authorization date and the applicable approvals. Effective revocation relates back and restores activities as if dissolution had never occurred.

What trips people up

• The authority affidavit is a separate document. Section 33-31-1402(f) requires the person executing the ordinary-route filing to attach an affidavit certifying under oath and penalty of perjury the authority to act.
• Attorney General notice is broader than the transfer wait. Section 33-31-1403(a) directs a nonprofit organization to give written notice and a plan copy or summary at or before articles delivery, and to file copies of all Attorney General documents with the Secretary. Subsection (b)'s transfer restriction covers public-benefit and religious corporations: wait 20 days or obtain earlier written consent or a written no-action indication. Public-benefit corporations later supply the recipient list required by subsection (c).
• Restricted assets remain restricted. Section 33-31-1406 preserves return conditions and legal/contractual requirements and supplies the specified residual-asset route when public-benefit or religious governing documents do not provide one.

Common questions

Does dissolution itself transfer ownership of property?

No. Section 33-31-1406(b)(1) preserves title.

Does the registered agent lose authority?

No. Section 33-31-1406(b)(6) preserves that authority.

Statutes and sources

S.C. Code § 33-31-1401

SECTION 33-31-1401. Dissolution by incorporators. (a) The incorporators of a corporation that has no members and that does not yet have initial directors, upon written consents signed by a majority of the incorporators, or through a vote of a majority of the incorporators at a meeting of the incorporators, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1402

SECTION 33-31-1402. Dissolution by directors, members, and third persons. (a) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, dissolution is authorized if it is approved: (1) by the board; (2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person whose approval is required by a provision of the articles authorized by Section 33-31-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members or has no members entitled to vote on dissolution, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which approval is to be obtained in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 33-31-705. The notice also must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (d) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (e) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. (f) Before the Secretary of State may accept for filing articles of dissolution of an existing nonprofit organization executed by a person authorized by this section to take such action either in his own right under appropriate authority or on behalf of the board or other entity or group, the Secretary of State shall require this person to attach an affidavit to the filing when the person under oath subject to a penalty of perjury certifies that he holds the requisite authority to take such action.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1403

SECTION 33-31-1403. Notices to the Attorney General. (a) A nonprofit organization shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution. The nonprofit organization shall submit to the Secretary of State copies of all documents provided to the Attorney General at the time of the filing of the articles of dissolution. (b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1404

SECTION 33-31-1404. Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board, or incorporators if dissolution is pursuant to Section 33-31-1401; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1402(a)(3), a statement that the approval was obtained; and (7) if the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by Section 33-31-1403(a) has been given. (b) A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1405

SECTION 33-31-1405. Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if member or third person action was required to revoke the dissolution, the information required by Section 33-31-1404(a)(5) and (6). (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1406

SECTION 33-31-1406. Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) preserving and protecting its assets and minimizing its liabilities; (2) discharging or making provision for discharging its liabilities and obligations; (3) disposing of its properties that will not be distributed in kind; (4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) if the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) to one or more entities described in Section 501(c)(3) of the Internal Revenue Code, to the United States, to a state, or to a political subdivision of the United States or a state, for a public purpose, or pursuant to court order to another organization to be used in such manner as in the judgment of the court will accomplish the general purposes for which the dissolved corporation was organized, for one or more exempt purposes; or (ii) if the dissolved corporation is not described in Section 501(c)(3) of the Internal Revenue Code, to one or more public benefit or religious corporations or to one or more of the entities described in (i) above; (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and (8) doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) subject its directors or officers to standards of conduct different from those prescribed in Sections 33-31-801 through 33-31-858; (3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-120

SECTION 33-31-120. Filing requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office of the Secretary of State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be in a medium and form as permitted by the Secretary of State. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the Secretary or an assistant secretary; or (3) an acknowledgement, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for a document under Section 33-31-121, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, except as provided in Sections 33-31-503 and 33-31-1509, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-123

SECTION 33-31-123. Effective date of document. (a) Except as provided in subsection (b), a document is effective: (1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-704

SECTION 33-31-704. Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under Section 33-31-703 or 33-31-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (d) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective ten days after the written notice is given.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-705

SECTION 33-31-705. Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice also may be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (c)(2) must be given as provided in subsection (c). (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the meeting date; (2) notice of an annual or regular meeting includes a description of any matter that must be approved by the members under Section 33-31-831, 33-31-856, 33-31-1003, 33-31-1021, 33-31-1104, 33-31-1202, 33-31-1401, or 33-31-1402; and (3) notice of a special meeting includes a description of the matter for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 33-31-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-722

SECTION 33-31-722. Quorum requirements. (a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to change the quorum for a member action may be approved by the members and, if required, be approved as provided in Section 33-31-1030. (c) An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a greater quorum must be adopted under the quorum then in effect or proposed to be adopted, whichever is greater.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-822

SECTION 33-31-822. Call and notice of meetings. (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or this chapter provides otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, a board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, is not valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to Section 33-31-823. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-1030

SECTION 33-31-1030. Approval of the articles of incorporation and bylaws by third persons. The articles of only a religious corporation or public benefit corporation may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. The article provision may be amended only with the approval in writing of such person.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-824

SECTION 33-31-824. Quorum and voting. (a) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or bylaws require the vote of a greater number of directors.

Official text (accessed 2026-09-30).

S.C. Code § 33-31-122

SECTION 33-31-122. Filing, service, and copying fees. (a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: (13) Articles of dissolution $10.00 (14) Articles of revocation of dissolution $10.00

Official text (accessed 2026-09-30).

S.C. Code § 33-31-101

SECTION 33-31-101. Short title. This chapter may be cited as the South Carolina Nonprofit Corporation Act of 1994.

Official text (accessed 2026-09-30).