South Carolina: Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements

Requirements one by one

Governing scope

S.C. Code § 33-1-101 names Chapters 1 through 20 of Title 33 the South Carolina
Business Corporation Act of 1988. This page follows its routine shareholder
procedure for an ordinary domestic private business corporation.

Annual and special meetings

S.C. Code §§ 33-7-101 through 33-7-103 require an annual meeting at the bylaw
time but permit the action that would be taken there to be completed instead by
unanimous written consent. The bylaws set the place inside or outside the state,
with the principal office as default. Missing the bylaw date does not invalidate
corporate action.

An eligible shareholder may seek a court-ordered annual meeting after the
earlier of nine months after fiscal year-end or 18 months after the last annual
meeting. A special meeting is called by the board, an articles- or bylaw-
authorized person, or—in an ordinary nonpublic corporation—holders of at least
10% of votes on a proposed issue. The demand must be written, signed, dated,
delivered to the secretary, and state the purpose.

Notice, record dates, and the shareholder list

S.C. Code §§ 33-7-105 through 33-7-107 require notice 10 to 60 days before the
meeting. It gives the date, time, and place; an annual purpose is generally
optional, while the special purpose is mandatory. A signed written waiver works,
and attendance waives defects unless the shareholder makes the required timely
objection.

The bylaws or board may set a future record date no more than 70 days before the
meeting or action. Without one, the meeting record date is the close of business
on the day before first notice. The date carries through adjournment unless the
board chooses a new date, and a new one is mandatory after a noncourt
adjournment beyond 120 days.

S.C. Code § 33-7-200 requires an alphabetical list arranged by voting group and
class or series, with each holder's address and shares. For a private
corporation it becomes available when meeting notice is given and stays
available through the meeting. A holder may demand inspection and copying, and
the circuit court may order production at corporate expense and postpone the
meeting.

Remote participation

S.C. Code §§ 33-7-101 and 33-7-102 let the board authorize shareholder and
proxyholder participation at a hybrid or remote-only meeting and adopt
procedures. Present-and-voting treatment requires reasonable identity
verification, substantially concurrent communication and read/hear access, a
reasonable participation and voting opportunity, and retention of any remote
vote or other action.

Proxies

S.C. Code §§ 33-7-220 and 33-7-240 allow a shareholder, agent, or attorney-in-
fact to sign an appointment or send an attributable electronic transmission.
The proxy must have an effective date; if the shareholder does not date it, the
appointee uses and notes the date the appointee received it. Corporate
effectiveness begins when the tabulator receives it, and the appointment lasts
11 months unless it specifies another expiration.

The appointment is revocable unless it conspicuously states that it is
irrevocable and names an appointee within the statute's interest categories.
Death or incapacity matters only after timely corporate notice. Complete
reproductions and good-faith acceptance or rejection rules also apply.

Quorum, voting, and director elections

S.C. Code §§ 33-7-250 and 33-7-270 default quorum to a majority of votes
entitled. A represented share stays present through the meeting and its
adjournment unless a new record date applies. Ordinary action passes when votes
favoring it exceed votes opposing it. Section 33-7-270 expressly permits the
articles to require a greater quorum or vote and states no lower route.

S.C. Code § 33-7-280 elects directors by plurality and defaults to cumulative
voting unless the articles opt out. Cumulative voting may be announced in the
meeting before director voting begins instead of noticed 48 hours earlier. On a
shareholder's request, the presiding person then must allow a reasonable recess,
capped at two hours.

Written consent

S.C. Code § 33-7-104 requires every shareholder entitled to vote to sign one or
more written consents describing the action and deliver them to the corporation
for its minutes or records. The first signature is the default record date. The
section states no partial-consent threshold, collection period, revocation
system, or notice to nonconsenting voters.

Where the parties agree to transact electronically, S.C. Code §§ 26-6-50 and
26-6-70 allow an electronic record to satisfy a writing requirement and an
electronic signature to satisfy a signature requirement. A nonvoting holder
entitled to meeting notice must receive the same material at least 10 days
before unanimous action.

Boundaries

S.C. Code §§ 33-7-230, 33-7-300, and 33-7-310 separately govern nominee
recognition, voting trusts, and voting agreements. Public-corporation holder-
demand elections, proxy solicitations, contests, fiduciary or appraisal
disputes, and transaction-specific approvals remain outside this routine
private-company survey.

What trips people up

The annual-meeting substitute is narrow. S.C. Code §§ 33-7-101 and 33-7-104
permit the annual action to be taken without a meeting only through unanimous
written consent; there is no ordinary articles opt-in for partial consent.

South Carolina's court clock is longer than the six-/15-month Model Act pattern.
S.C. Code § 33-7-103 uses the earlier of nine months after fiscal year-end or 18
months after the last annual meeting.

Cumulative voting can surface during the meeting itself. Under S.C. Code §
33-7-280, an eligible holder may announce intent before director voting begins,
and a requested deliberation recess can last up to two hours.

Common questions

What happens if a proxy appointment has no date?

S.C. Code § 33-7-220 makes an effective date mandatory. If the shareholder did
not date the proxy, its effective date is when the appointee receives it, and
the appointee must note that date on the appointment form.

Can the unanimous written consent be electronic?

The corporate section calls for signed written consents. When the parties agree
to conduct the transaction electronically, S.C. Code §§ 26-6-50 and 26-6-70
provide that an electronic record and electronic signature satisfy those form
requirements.

Does withholding the shareholder list automatically void the meeting?

No. S.C. Code § 33-7-200 gives inspection, copying, court-order, expense, and
postponement remedies but expressly says refusal or failure to prepare or make
the list available does not affect the validity of meeting action.

Statutes and sources

• S.C. Code § 33-1-101 — Act title and scope. Official Chapter 1
  text, accessed August 22,
  2026.
• S.C. Code §§ 33-7-101 through 33-7-107 — meetings, court relief, consent,
  notice, waiver, and record dates. Official Chapter 7
  text, accessed August 22,
  2026.
• S.C. Code §§ 33-7-200 through 33-7-280 — list, voting shares, proxies,
  nominee recognition, acceptance, quorum, and director elections. Official
  Chapter 7 text, accessed
  August 22, 2026.
• S.C. Code §§ 33-7-300 through 33-7-310 — voting trusts and agreements.
  Official Chapter 7 text,
  accessed August 22, 2026.
• S.C. Code §§ 26-6-50 and 26-6-70 — agreed electronic transactions and
  electronic records/signatures. Official Chapter 6
  text, accessed August 22,
  2026.