South Carolina Corporation Law

South Carolina Business Corporation Act of 1988 defines a Corporation or Domestic Corporation as a corporation incorporated for profit and not a foreign corporation.  Any person may act as the incorporator of a corporation by delivering articles of incorporation to the Secretary of State for filing.  A corporation has liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  Each corporation shall maintain a registered office and registered agent in the state of South Carolina.  A registered office that may be the same as any of its places of business; and a registered agent, who may be an individual who resides in the state of South Carolina and whose business office is identical with the registered office.

A corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  The name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language.  A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.

The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors.  The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.  A board of directors consists of one or more individuals with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.

A corporation may hold the annual sharefcholders’ meeting in or outside the state of South Carolina at the place stated in or fixed in accordance with the bylaws.  If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.  Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.


Inside South Carolina Corporation Law