South Carolina: Corporate Bylaws Adoption and Amendment Requirements
The short answer
South Carolina requires the incorporators or board to adopt initial bylaws. The board and shareholders ordinarily share later amendment power, subject to articles-based reservations, shareholder protection of a particular subject, and special greater-quorum or voting bylaws. Current bylaws must be kept at the principal office and are directly inspectable by a shareholder after five business days' written notice.
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This is the general rule in South Carolina. Ask about your specific facts and see which parts of current South Carolina law apply, with citations to the statutes.
| Governing law and covered corporation | South Carolina Business Corporation Act, Title 33, Chapters 1-20; ordinary domestic business-corporation bylaws (§§ 33-2-106, 33-10-200) |
|---|---|
| Initial-bylaw duty and no-bylaws defaults | Mandatory: incorporators or board shall adopt initial bylaws; no ordinary no-bylaws substitute (§ 33-2-106) |
| Adoption authority | Incorporators or board adopt initially; board and shareholders generally share later authority (§§ 33-2-106, 33-10-200) |
| Organizational action and timing | After incorporation, majority-called initial-director or incorporator meeting; incorporators may use unanimous signed consent; no separate adoption deadline stated (§ 33-2-105) |
| Permitted contents and limits | May manage the business and regulate corporate affairs if consistent with South Carolina law and the articles (§ 33-2-106) |
| Amendment, repeal, and reserved power | Concurrent power; board yields to statutory/articles reservation or shareholder protection of a particular bylaw or subject; shareholder-meeting notice must include proposal (§ 33-10-200) |
| Higher-vote and special-bylaw rules | Articles-authorized greater shareholder thresholds are board-proof and use greater current-or-proposed test; director thresholds use actor-of-origin and same-or-greater rules (§§ 33-10-210 to -220) |
| Signature, filing, records, and inspection | No general execution or public-filing step; keep current bylaws at principal office and allow direct inspection after 5-business-day written notice (§§ 33-16-101 to -102) |
| Shareholder-agreement and entity boundaries | Statutory close corporation may substitute articles or unanimous shareholder agreement for required bylaw provisions, but must adopt bylaws immediately when close status ends (§§ 33-18-200, 33-18-220) |
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Requirements one by one
Initial bylaws are mandatory
S.C. Code Ann. §§ 33-2-105 and 33-2-106 require the incorporators or board to
adopt initial bylaws. When the articles name initial directors, those directors
hold a majority-called organization meeting after incorporation to appoint
officers, adopt bylaws, and complete organization.
When no initial directors are named, the incorporators hold their majority-
called organization meeting and either elect directors while completing
organization or elect a board that completes it. Incorporators may replace
their meeting action with one or more written consents describing the action
and signed by every incorporator. The surveyed organization sections state no
separate calendar deadline for adoption.
The bylaws may manage the business and regulate corporate affairs, but they
cannot conflict with South Carolina law or the articles.
Board and shareholders ordinarily share later power
Under S.C. Code Ann. § 33-10-200, the board may amend or repeal bylaws unless
the Act or articles reserve power wholly or partly to shareholders. Shareholders
may amend or repeal even while the board has concurrent authority.
Shareholders can protect more than one isolated sentence. When they adopt,
amend, or repeal a particular bylaw, they may expressly bar the board from
adopting, amending, or repealing that bylaw or any bylaw on the same subject.
The notice for a shareholder meeting considering bylaw action must identify
that purpose and include or accompany a copy or summary of the proposal.
A board committee cannot use delegated authority to alter bylaws. S.C. Code
Ann. § 33-8-250 expressly withholds adoption, amendment, and repeal from every
committee.
Greater-vote bylaws have separate locks
S.C. Code Ann. §§ 33-10-210 and 33-10-220 divide shareholder and director
threshold rules. With articles authorization, shareholders may adopt or amend
a greater shareholder quorum or voting requirement. Adding, changing, or
deleting it must satisfy whichever quorum and vote are greater: the current
rules or the proposed rules. The board cannot adopt, amend, or repeal it.
A greater board quorum or voting bylaw follows the actor of origin. Only
shareholders may ordinarily change a shareholder-adopted version, while either
shareholders or the board may change a board-adopted version. Shareholders may
specify the shareholder or board vote for later amendment or repeal. Board
action must satisfy the greater current-or-proposed quorum and vote.
S.C. Code Ann. § 33-2-107 separately permits the board to adopt emergency
bylaws unless the articles provide otherwise. Shareholders may amend or repeal
them, consistent regular bylaws remain effective, and the emergency text ends
when the emergency ends.
Current bylaws are directly inspectable
S.C. Code Ann. §§ 33-16-101 and 33-16-102 require a copy of the current bylaws
and amendments at the principal office. A shareholder may inspect and copy
them during regular business hours after giving written notice at least five
business days before the desired date.
The good-faith, proper-purpose, particularity, and direct-connection conditions
in § 33-16-102(c) apply to the separate additional-records tier, not to the
direct principal-office tier containing bylaws. The articles or bylaws cannot
abolish or limit the statutory inspection right.
The surveyed provisions state no general signature, acknowledgment,
notarization, certification, or Secretary of State filing step for ordinary
bylaws.
Statutory close corporations have a special substitute
S.C. Code Ann. §§ 33-18-102, 33-18-200, and 33-18-220 create a boundary rather
than an ordinary-corporation exception. All shareholders of an elected
statutory close corporation may agree in writing to regulate corporate powers,
management, business affairs, or their relationships.
That corporation may omit bylaws if every provision required by law to appear
in bylaws instead appears in the articles or the authorized shareholder
agreement. If close status ends while no bylaws exist, the corporation must
adopt them immediately under the ordinary § 33-2-106 rule.
What trips people up
South Carolina does not use the Model Act's permissive initial-bylaw language.
Section 33-2-106 says the incorporators or board “shall” adopt them.
General concurrent amendment power does not override an articles reservation,
a shareholder protection covering a particular bylaw or subject, or the
special greater-vote sections. Committees are also expressly excluded.
The proper-purpose conditions for additional corporate records should not be
imported into the direct bylaw-inspection tier. Current bylaws require five
business days' written notice, but no proper-purpose showing.
Common questions
Must a South Carolina business corporation adopt bylaws?
Yes. S.C. Code Ann. § 33-2-106 requires the incorporators or board to adopt the
initial bylaws.
Can shareholders stop the board from changing a bylaw subject?
Yes. Under § 33-10-200, shareholders may expressly prohibit the board from
altering a particular bylaw or any bylaw on that subject.
Can a board committee amend the bylaws?
No. Section 33-8-250 expressly withholds adoption, amendment, and repeal of
bylaws from committees.
Does a shareholder need a proper purpose to inspect current bylaws?
No. Current bylaws are in the direct § 33-16-102(a) tier. The shareholder gives
at least five business days' written notice before inspecting and copying them
at the principal office.
Statutes and sources
- S.C. Code Ann. §§ 33-2-105 and 33-2-106 — organization and mandatory
initial adoption. Official Chapter 2
text, accessed August 21,
2026. - S.C. Code Ann. §§ 33-8-250 and 33-10-200 — committee bar, concurrent
later authority, reservation, and shareholder subject protection. Official
Chapter 10 text, accessed
August 21, 2026. - S.C. Code Ann. §§ 33-10-210 and 33-10-220 — protected shareholder and
director quorum or voting bylaws. Official Chapter 10
text, accessed August 21,
2026. - S.C. Code Ann. §§ 33-16-101 and 33-16-102 — principal-office retention
and direct five-business-day inspection. Official Chapter 16
text, accessed August 21,
2026. - S.C. Code Ann. §§ 33-18-200 and 33-18-220 — statutory-close shareholder
agreement and bylaw substitute. Official Chapter 18
text, accessed August 21,
2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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