South Carolina Code 33-18-400. Court action to protect shareholders
(1) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer of the corporation;
Terms Used In South Carolina Code 33-18-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
(2) the directors or those in control of the corporation are deadlocked in the management of the corporation’s affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or
(3) there exist grounds for judicial dissolution of the corporation under § 33-14-300.
(b) A shareholder must commence a proceeding under subsection (a) in the circuit court of the county where the corporation’s principal office or, if none in this State, its registered office is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.
(d) If a shareholder has dissenters’ rights under this chapter or chapter 13 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under § 33-13-210 or to demand payment under § 33-13-230 or the proceeding is barred.
(e) Except as provided in subsections (c) and (d), a shareholder’s right to commence a proceeding under this section and the remedies available under §§ 33-18-410 through 33-18-430 are in addition to any other right or remedy he may have.