South Carolina Corporate Bylaws

The South Carolina corporate bylaws are composed of provisions making up a corporation’s behavior, business, and structure. The corporation’s board of directors use the initial meeting to pass the initial bylaws while both shareholders and the board retain the power to amend or repeal the provisions contained.

Last updated December 6th, 2024

The South Carolina corporate bylaws are composed of provisions making up a corporation’s behavior, business, and structure. The corporation’s board of directors use the initial meeting to pass the initial bylaws while both shareholders and the board retain the power to amend or repeal the provisions contained.

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Are bylaws required in South Carolina?

Yes, corporations must adopt then operate under a set of bylaws in South Carolina.[1]

South Carolina Corporate Laws

  • Corporate Tax: South Carolina places a 5% income tax specifically on corporations.[2]
  • Board: Every corporation’s powers “must be exercised” specifically by its board of directors.[3]
    • Number – Corporations have at least one initial director, but this minimum can be increased to a fixed number “in accordance with the articles of incorporation or bylaws.”[4]
    • Qualifications –The articles of incorporation “prescribe qualifications for directors”; however, corporations can also use bylaws to place restrictions or requirements for directors.[5]
    • Terms – The initial director(s) serve until the first annual meeting, while the next elected directors sit on the board until the following annual meeting.[6]
    • Staggered Terms – There must be at least six directors in order for a corporation’s articles of incorporation to stagger their terms into two or three equal-sized groups, each of which is “one-half or one-third of the total.”[7]
    • Fiduciary Duty – Directors perform their duties for the corporation while safeguarding the “interests of the corporation and its shareholders.”[8]
  • Officers: The board of directors or bylaws appoint corporate officers; however, at least one holds the “responsibility for preparing minutes” of corporate meetings and verifying the authenticity of corporate records.[9]
  • Meetings: Board meetings do not need to be held in the state; however, director attendance through remote communication, where directors “simultaneously hear each other,” is possible in accordance with the bylaws.[10]
  • Quorum: A specific number of directors for a quorum is in the bylaws (though it must be at least a third of the total); however, “if no number is prescribed,” the directors present when the meeting is called is a quorum.[11]
  • Emergency Bylaws: Emergency bylaws are established to “to make all provisions necessary” for effectively managing the corporation until the emergency is resolved.[12]

Sources

  1. SC Code § 33-2-106 (2023)
  2. SC Code § 12-6-530 (2023)
  3. SC Code § 33-8-101 (2023)
  4. SC Code § 33-8-103 (2023)
  5. SC Code § 33-8-102 (2023)
  6. SC Code § 33-8-105 (2023)
  7. SC Code § 33-8-106 (2023)
  8. S C Code § 33-8-300 (2023)
  9. SC Code § 33-8-400 (2023)
  10. SC Code § 33-8-200 (2023)
  11. SC Code § 33-8-240 (2023)
  12. SC Code § 33-2-107 (2023)