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Free South Carolina Corporate Bylaws Template

Corporate bylaws are the internal rules your South Carolina corporation runs on, and the Act defines them as an agreement rather than merely a set of rules. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in South Carolina?

Corporate bylaws are the internal rules a South Carolina corporation adopts to govern itself. Section 33-2-106 of the Business Corporation Act of 1988 covers adoption and contents.

One sentence elsewhere in the Act reframes the whole document. Buried in the definitions, the Act declares South Carolina corporate bylaws to be an agreement.

South Carolina Requirements for Corporate Bylaws

Adoption is brief. The definition that governs how the document is read sits several chapters earlier.

Adoption and Contents

Subsection (a) directs the incorporators or board of directors to adopt initial bylaws. Subsection (b) opens the contents to any provision for managing the business and regulating the corporation’s affairs, so long as it squares with law and the articles.

Bylaws Are an Agreement

Section 33-1-400 defines the terms used across chapters 1 through 19. Its first definition covers agreement, and it closes with a flat statement: the bylaws of a corporation are an agreement.

What That Definition Sweeps In

That same definition stretches agreement to cover a valid agreement, written or oral, of the shareholders, or between any of the shareholders and the corporation, as to the affairs of the corporation and the conduct of its business.

Reading those together puts your bylaws in the same statutory category as a shareholders’ agreement, including an oral one.

Emergency Bylaws

Section 33-2-107 lets a corporation prepare for the case where a quorum of directors cannot readily be assembled because of some catastrophic event. Action taken in good faith under emergency bylaws binds the corporation and cannot be used to impose liability on a director, officer, employee, or agent.

Why Does South Carolina Call Bylaws an Agreement?

The Act says so directly, and the placement matters. Putting that sentence in the definitions section means it colours every use of the word agreement across chapters 1 through 19.

The company it keeps is the revealing part. The same definition covers oral shareholder agreements about the corporation’s affairs, so bylaws sit alongside arrangements that need not be written down at all.

Draft with that framing in mind. A document the statute calls an agreement invites close reading by the people it binds, which argues for plain wording over boilerplate.

Because the Act treats an oral shareholder agreement as an agreement too, an informal understanding among shareholders can sit awkwardly beside the written bylaws. Where the two might conflict, a South Carolina business attorney is worth a conversation before the disagreement arrives.

How to Adopt Corporate Bylaws in South Carolina

Adopting South Carolina corporate bylaws is internal, and no filing goes to the Secretary of State.

  1. Stand the corporation up by filing your articles of incorporation.
  2. Name the adopting group, since subsection (a) takes the incorporators or the board.
  3. Draft the bylaws, working through meetings, quorum, directors, officers, and shares.
  4. Consider an emergency set under section 33-2-107.
  5. Adopt and record the vote, naming who acted and when.
  6. Keep the signed set with your corporate records and replace it after each amendment.