United States · South Carolina

How to issue shares in South Carolina corporations

South Carolina is a Model Business Corporation Act state. The South Carolina Business Corporation Act (S.C. Code Title 33, Chapter 6) closely follows the MBCA template. Charleston and Columbia host significant private-corporation activity; SC is a less common incorporation jurisdiction nationally but is straightforward for southeastern corporations.

Governing statute
South Carolina Business Corporation Act, S.C. Code § 33-
S.C. Code § 33-6-210Issuance of shares
S.C. Code § 33-6-220Consideration for shares
S.C. Code § 33-6-250Stock certificates
S.C. Code § 33-16-101Corporate records
S.C. Code § 33-16-102Inspection by shareholders
S.C. Code § 35-1-301South Carolina Uniform Securities Act
At a glance
  • Authorized by the board under S.C. Code § 33-6-210
  • Future services and promissory notes permitted as consideration (§ 33-6-220)
  • Uncertificated shares permitted under § 33-6-260
  • Inspection rights under § 33-16-102
  • South Carolina Uniform Securities Act under § 35-1-301

Board authorization

Stock issuance is authorized by the board under SC Business Corporation Act § 33-6-210.

Consideration: MBCA pattern

SC permits the standard MBCA consideration framework under § 33-6-220.

Uncertificated shares

§ 33-6-260 permits uncertificated shares.

Corporate records and inspection

§ 33-16-101 requires MBCA records. § 33-16-102 grants inspection rights.

South Carolina Uniform Securities Act

The SC Uniform Securities Act (§ 35-1-301 et seq.) governs offerings, administered by the SC Attorney General Securities Division.

Common mistakes

Common South Carolina-specific failure points in share issuance:

  • Missing SC Uniform Securities Act notice filings
  • Not maintaining § 33-16-101 corporate records
  • Inspection demand without proper notice
  • Treating SC as distinctive when its law tracks MBCA closely
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A share register that's right for South Carolina.

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FAQ

Common questions in South Carolina

Less common than Delaware. Charleston- and Columbia-area corporations sometimes choose SC for tax-residency alignment. Institutional-investor-backed startups typically default to Delaware.

No dedicated business court. Commercial disputes are handled by general state courts. SC has not developed extensive state-specific business case law.

Yes. SC adopted the MBCA with minor variations. Operational provisions track other MBCA states.
Records that comply with SCBCA
Issue shares the right way in South Carolina.

Octelligence handles SCBCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

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