What Is Included in South Carolina Corporate Bylaws?
Corporate bylaws are the internal rules of your corporation. Bylaws should include information about your corporation’s management structure, finances, and principal place of business. Your bylaws can include any rule for your business that doesn’t violate your articles of incorporation or South Carolina law, but they should address these topics:
- Company purpose
- Corporation name and office location
- Meetings
- Record keeping
- Officers & Directors
- Shareholders
- Dividends
- Number and type of stock shares
- Amendments
What Information Do I Need to Use Northwest’s Free South Carolina Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your South Carolina Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in South Carolina?
Well for one, South Caroline requires them, and two, corporate bylaws help ensure a corporation runs smoothly and efficiently. Don’t believe us? Peep these three reasons why bylaws are important.
1. Corporate bylaws are legally required in South Carolina.
According to S.C. Code § 33-2-105, corporate bylaws are legally required for South Carolina corporations, and shall be adopted by the incorporators or the corporation’s board of directors at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
You wouldn’t go on a road trip without GPS or a map, right? Corporations are hard enough to run without a well-articulated plan. Your bylaws establish key rules and regulations that govern the corporation’s day-to-day operations.
3. Corporate bylaws prove that your business is a legitimate corporation.
To start, you’ll need to open a bank account for your corporation, and to do that you’ll need to present a copy of your formation documents, including bylaws. Want a business loan? You need bylaws. Need a line of credit? You need bylaws.
Beyond that, your bylaws tell people, including courts, that your corporation is serious about doing business the legal way. If your corporation ever gets sued, adhering to your bylaws will show that your corporation is entitled to liability protections.
Who Prepares the Bylaws?
As stated by S.C. Code § 33-2-106, the “incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” Since bylaws are full of legal jargon, corporations often consult an attorney before finalizing them. Our free, attorney-drafted bylaws template can help you get started.
Are Corporate Bylaws Legally Binding?
Yes. Even though they aren’t filed with South Carolina’s Secretary of State, your corporate bylaws are legally binding for all officers, directors, and shareholders. Operating outside of your corporate bylaws could endanger your corporation’s asset protection or have other unpleasant legal consequences.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Bylaws are internal, which means you don’t have to file them or pay any fees to the state. Bylaws should be kept with the rest of your corporation’s important business records, as they may need to be disclosed to potential investors, creditors, and other entities with whom your corporation does business.
No. Your bylaws don’t need to be signed to make them legal. However, a signature carries weight and shows that the board of directors and officers actually agreed on how the corporation would operate. At Northwest, we recommend that all directors and officers sign the corporate bylaws.
In accordance with S.C. Code § 33-10-200, “a corporation’s board of directors may amend or repeal the corporation’s bylaws,” unless the articles of incorporation state that only shareholders may amend bylaws. Your bylaws should have a section that establishes how the bylaws will be amended in case you need to, you know, amend them.