South Carolina Corporation Merger Agreement and Approval Packet
SOUTH CAROLINA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two existing South Carolina domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or noncorporate constituents, short-form mergers, regulated entities, public-company structures, conversions, insolvency, and contested control.
Vote and notice gate. The statutory default is two-thirds of all votes entitled to be cast on the Plan and two-thirds within every separate voting group. Articles may set a lower or higher vote, but not below a majority of votes entitled to be cast by each separate group. Merger notice must include the Plan or summary and specified financial statements.
1. Transaction Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], file no. [________] |
| Merger Sub / disappearing corporation | [Exact legal name], file no. [________] |
| Consideration | ☐ cash ☐ survivor shares ☐ other securities/property ☐ mixed |
| Classes / series affected | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — exact text attached |
| Approval route | ☐ meetings ☐ written action if permitted ☐ survivor no-vote exception |
| Proposed filing / effective time | [__/__/____] / [________________] |
☐ Reconcile articles, bylaws, stock ledgers, voting agreements, awards, and board records.
☐ Inventory contracts, debt, liens, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.
☐ Identify all third-party, governmental, securities, antitrust, tax, labor, benefit-plan, privacy, and industry approvals.
2. Negotiated Transaction Agreement
This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the statutory Plan and approvals, Merger Sub will merge into Target and Target will survive.
Schedule 2 states capitalization, share treatment, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.
Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination events, expenses, remedies, and risk allocation. No default indemnity, liability cap, escrow, fee shift, or exclusive remedy applies.
3. Exhibit A — Plan of Merger
Section 33-11-101 requires the Plan to state the corporations, survivor, terms and conditions, share-conversion manner and basis, and any survivor-articles amendment.
PLAN OF MERGER
-
Parties and survivor. [TARGET] and [MERGER SUB] are South Carolina business corporations. [TARGET] will survive.
-
Terms and conditions. [________________________________]
-
Share treatment.
| Corporation / class or series | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [class or series] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | [____] | [________________________________] | [________________________________] |
-
Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.
-
Amendment / abandonment. [State authority, procedure, limits, and filing consequence.]
-
Effective time. [________________________________]
4. Approval Record
Each board adopts the Plan and submits it to shareholders unless an exception applies. Notice goes to every shareholder, whether or not entitled to vote, states that the meeting will consider the Plan, and contains or summarizes the Plan.
Attach balance sheets for each participating corporation showing reasonable detail as of the close of the two preceding fiscal years and income statements for the three preceding fiscal years.
| Corporation / group | Outstanding entitled votes | Required approval | For / against / abstain |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] |
| Target / [class or series] | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / [class or series] | [____] | [____] | [____ / ____ / ____] |
The survivor no-vote route requires unchanged articles except permitted amendments, identical continuing shares, and separate 20% ceilings for voting shares and participating shares.
☐ Any different articles threshold, separate-group vote, or no-vote exception is documented in a signed approval memorandum.
5. Appraisal Workflow
Classify each holder under § 33-13-102 before sending approval materials. Appraisal eligibility and exceptions depend on the transaction route, voting entitlement, continuing-share treatment, market status, consideration, and governing documents.
| Holder group | Rights available? | Exception / consideration analysis | Notice and deadline owner |
|---|---|---|---|
| Target / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
☐ Approval notice, pre-vote intent and voting conditions, post-effective appraisal notice, demand form, payments, supplemental demands, and court dates comply with Chapter 13.
6. Articles of Merger
After approval, prepare Articles of Merger under § 33-11-105 and submit them through the current Secretary of State filing channel.
| Filing item | Completed / evidence |
|---|---|
| Plan of Merger | [________________________________] |
| Approval or no-vote statements | [________________________________] |
| Survivor-articles amendment | [________________________________] |
| Effective-time election | [________________________________] |
| Authorized signer(s) | [________________________________] |
| Accepted filing and receipt | [________________________________] |
Confirm current filing instructions and fees immediately before submission. Do not include confidential schedules beyond what law requires.
7. Closing and Post-Closing
☐ Final Plan matches the approved version and all financial-statement delivery evidence is retained.
☐ Filed Articles are accepted and the effective time is independently confirmed.
☐ Consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.
8. Signatures
[TARGET]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
[MERGER SUB]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
Sources and References
About this template
- Last updated
- August 8, 2026
- Citations checked
- August 8, 2026
- Jurisdiction
- South Carolina
- Category
- Corporate & Business
Legal authority
- S.C. Code §§ 33-11-101, 33-11-103, and 33-11-105 (plan, approval, articles, and effect)
- S.C. Code § 33-13-102 and Chapter 13 (appraisal eligibility and procedure)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 8, 2026.
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