Business Corporation Board Committee Creation and Delegation in South Carolina

Short answer South Carolina lets a board create a committee of at least two directors, appointed by the greater of a majority of directors in office or the governing-document action threshold. A committee exercises only delegated authority and cannot take the actions the statute reserves or limits.

State

South Carolina

Statute checked

September 26, 2026

Sources

4 statutes

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At a glance

Law and committee scope	South Carolina Business Corporation Act § 33-8-250; board committees of directors.
Creation and approval	Unless articles/bylaws provide otherwise, board creates and appoints; greater of in-office director majority or article/bylaw action number (§ 33-8-250(a)-(b)).
Membership and appointment	At least two directors; board appoints. Indemnification-determination committee needs two or more directors who are not proceeding parties (§§ 33-8-250(a), 33-8-550(b)(2)).
Alternates and changes	Members serve at board’s pleasure; committee cannot fill board or committee vacancies. § 33-8-250 has no express alternate-member procedure.
Delegated authority	Authority only to extent board, articles, or bylaws specify; delegation alone does not establish a director’s conduct compliance (§ 33-8-250(d), (f)).
Actions reserved elsewhere	No distributions, shareholder-required acts, vacancies, articles/bylaws, or no-vote merger; reacquisition only by board formula; share powers only within specific board limits (§ 33-8-250(e)).
Subcommittees	§ 33-8-250 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route.
Procedure and oversight	Board meeting and consent rules apply to committees; § 33-8-240 quorum/vote rule and § 33-8-210 unanimous-consent default; signed consents kept with minutes or records.

Requirements one by one

Creation and membership

Under § 33-8-250(a)–(b), the board may create committees and appoint their members unless the articles or bylaws provide otherwise. Each committee must have two or more directors, who serve at the board's pleasure. Creation and appointments require the greater of a majority of all directors in office or the number the articles or bylaws require for action under § 33-8-240. A separate § 33-8-550(b)(2) committee may make an indemnification determination when a quorum of nonparty directors cannot be obtained; that committee must consist of at least two directors who are not parties to the proceeding.

Delegation and reserved actions

A § 33-8-250(d) committee has board authority only to the extent specified by the board, articles, or bylaws. Subsection (e) reserves distributions, shareholder-required action, vacancies, article amendments, bylaw changes, and a merger plan that does not require shareholder approval. It permits share reacquisition only under a board-prescribed formula or method, and share issuance or share-term authority only within limits specifically prescribed by the board. Under subsection (f), creating or empowering a committee alone does not establish that a director met the statutory conduct standard.

Procedure

Section 33-8-250(c) applies board meeting, notice, consent, quorum, and voting rules to committees. Section 33-8-240 ordinarily uses a majority quorum and, when quorum is present, a majority of directors present for action, subject to its stated article and bylaw variations. Section 33-8-210 ordinarily requires every member's assent for action without a meeting and signed written consents kept in minutes or corporate records.

What trips people up

Under § 33-8-250(e)(3), a committee cannot fill its own vacancies. The committee section provides no express alternate-member or committee-created subcommittee procedure; its creation and appointment power runs from the board. The special § 33-8-550 committee is a narrow indemnification-determination route, not a general substitute for the ordinary committee vote.

Common questions

Can a one-director committee exercise board authority?

No. Section 33-8-250(a) requires two or more directors on each committee.

Can a committee approve a new share issuance?

Only within limits specifically prescribed by the board under § 33-8-250(e)(8). The statute's general delegation language does not replace those limits.

Statutes and sources

S.C. Code Ann. § 33-8-250 — South Carolina Legislature. Accessed 2026-09-26.
S.C. Code Ann. § 33-8-240 — South Carolina Legislature. Accessed 2026-09-26.
S.C. Code Ann. § 33-8-210 — South Carolina Legislature. Accessed 2026-09-26.
S.C. Code Ann. § 33-8-550 — South Carolina Legislature. Accessed 2026-09-26.

Source links

Every statute quoted above, linked, with the date we checked it.

S.C. Code Ann. § 33-8-250 · accessed 2026-09-26

S.C. Code Ann. § 33-8-240 · accessed 2026-09-26

S.C. Code Ann. § 33-8-210 · accessed 2026-09-26

S.C. Code Ann. § 33-8-550 · accessed 2026-09-26

This page gives general legal information about statutory board committee creation and delegation for an ordinary domestic business corporation. It is not legal advice. The articles, bylaws, board resolutions, and current statute control a particular corporation. The table does not decide whether a person is independent, whether a transaction is valid, or whether directors met their duties. Confirm current official records and seek licensed advice for a specific corporation.

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