Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in South Carolina

At a glance

Requirements one by one

South Carolina requires a function, not a title list

S.C. Code § 33-8-400(a) gives the corporation the officers described in its bylaws or appointed by the board in accordance with the bylaws. It does not mandate president, secretary, treasurer, CEO, or CFO titles. Subsection (c) does require one officer to prepare board and shareholder minutes and authenticate corporate records.

That function holder is the “secretary” under § 33-1-400(24), regardless of the title used. Section 33-1-400 also defines the covered corporation as a domestic for-profit corporation and distinguishes officer employment from director status.

Appointment and duties can follow an authorized officer chain

At organization, initial directors appoint officers under § 33-2-105. The board then appoints under the bylaws, while § 33-8-400(b) allows a duly appointed officer to appoint officers or assistants when the bylaws or board authorize it. Section 33-8-430(b) separately recognizes an officer elected by shareholders under the articles, bylaws, or a shareholder agreement.

S.C. Code § 33-8-410 places officer authority and duties in the bylaws first. The board, or an officer the board authorizes to prescribe other officers' duties, may supplement them only consistently with the bylaws.

One individual may hold several offices

Section 33-8-400(d) permits the same individual to hold more than one office simultaneously. The surveyed officer provisions state no barred combination or general director, shareholder, South Carolina-residency, citizenship, or age qualification.

Resignation notice may be oral when reasonable

Under § 33-8-430(a), an officer may resign by delivering notice to the corporation. S.C. Code § 33-1-410(a) requires writing unless oral notice is reasonable under the circumstances, and subsection (f) makes comprehensible oral notice effective when communicated. Written notice may go to the registered agent at the registered office or to the corporation or secretary at the principal office. Section 33-1-400(6) makes delivery include mail.

The resignation is effective on delivery unless it specifies a later date. The advance-successor route has another condition: the corporation must accept the future effective date before the board may fill the pending vacancy with a successor whose service starts on that date.

Shareholder-elected officers have a different removal actor

Section 33-8-430(b) lets the board remove an officer at any time, with or without cause, except an officer elected by shareholders under the articles, bylaws, or a shareholder agreement. Only the shareholders entitled to elect that officer may remove that officer.

For an ordinary board act, § 33-8-240(c) uses the affirmative vote of a majority of directors present when a quorum exists unless the articles or bylaws require more. S.C. Code § 33-8-440 says appointment itself creates no contract rights and preserves existing officer and corporation contract rights after removal or resignation.

Principal officers appear in a public annual report

S.C. Code § 12-20-30(A)(4) requires the annual report to give the names and business addresses of principal officers and directors. The subsection makes that required information open to unrestricted public inspection. The report records the current roster; it does not appoint or remove anyone.

The officer article in §§ 33-8-400 through 33-8-440 states no fixed term, successor-qualified holdover, general failure-to-appoint consequence, or general vacancy-filling rule beyond the accepted future-resignation mechanism.

What trips people up

• “Secretary” is the statutory records function. The corporation need not use that title, but one officer must hold the minutes and authentication duty.
• A future resignation date must be accepted for advance filling. Merely writing a later date does not by itself activate the pending-successor route.
• The board cannot remove a shareholder-elected officer. The shareholders entitled to elect that officer hold the removal power.
• The annual report is disclosure, not appointment. Listing a principal officer does not replace the bylaws, board, or shareholder election record.

Common questions

Must a South Carolina corporation have a president or secretary?

Not by title under § 33-8-400. The bylaws define the roster, but one officer must handle meeting minutes and record authentication.

Can an officer appoint another officer?

Yes, if the bylaws or board authorize the duly appointed officer to appoint officers or assistant officers.

Does an officer resignation have to be written?

Usually, but not invariably. The general notice rule requires writing unless oral notice is reasonable under the circumstances.

Who removes an officer elected by shareholders?

Only the shareholders entitled to elect that officer. The board's ordinary with-or-without-cause removal power does not cover that officer.

Statutes and sources

• S.C. Code §§ 33-1-400 and 33-1-410 — corporation, delivery, employee, functional secretary, notice form, addressing, and effective time. Official Legislature Chapter 1, accessed 2026-08-24.
• S.C. Code § 33-2-105 — organization-stage officer appointment. Official Legislature Chapter 2, accessed 2026-08-24.
• S.C. Code §§ 33-8-240 and 33-8-400 through 33-8-440 — board vote, officer roster, delegated appointment and duties, multiple offices, resignation, removal, pending successor, and contract rights. Official Legislature Chapter 8, accessed 2026-08-24.
• S.C. Code § 12-20-30 — public annual-report disclosure of principal officers. Official Legislature Chapter 20, accessed 2026-08-24.