South Carolina corporate bylaws are the foundations a corporation’s founders or board of directors write shortly after forming the organization. They help ensure everyone is on the same page regarding the corporation’s operational and governance structure.
While you don’t need to file bylaws with South Carolina’s Secretary of State, they’re still essential to promoting clarity and efficiency within the corporation’s internal matters. They let the company know the procedures for conducting shareholder meetings, resolving conflicts, making director appointments, and amending the bylaws themselves.
Legal Requirements
South Carolina requires all corporations to create and maintain bylaws (SC Code § 33-2-106(a)). Here are some other legal requirements to know:
- Annual Meetings – § 33-7-101.
- Corporate Bylaws – § 33-2-106.
- Issuance of Stock – § 33-6-210.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Don’t use any obscene, derogatory, or indecent language. Additionally, don’t use language that implies or states any mention of unlawful activity.
- Name Reservation Period: 120 days.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors can create emergency bylaws to adopt during a catastrophic event. All the regular bylaws’ provisions that don’t conflict with the emergency bylaws remain effective during the emergency. Please note that the emergency bylaws are ineffective when the emergency ends (§ 33-2-107).
