LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in South Carolina

At a glance

Requirements one by one

The agreement controls most internal procedure

Under S.C. Code §§ 33-44-101 and 33-44-103, all members may enter an operating agreement governing company affairs, business, and relations among members, managers, and the LLC. It need not be written. Chapter 44 fills gaps, subject to the section's nonwaivable limits.

S.C. Code § 33-44-203(a), (c) requires the articles to designate manager management and name initial managers. If articles and agreement conflict on another matter, the agreement controls insiders; the articles control for an outsider who reasonably relies on them to that person's detriment.

Equal rights lead to a headcount majority

S.C. Code § 33-44-404(a)-(c) gives member-managed members equal management rights and permits a majority of members to decide an ordinary matter. The default is headcount, not profit, distribution, contribution, or ownership percentage.

In a manager-managed LLC, the manager or manager majority decides ordinary business. A majority of members designates, appoints, elects, removes, or replaces a manager. Chapter 44 states no separate class or group voting default.

Twelve listed categories require every member

Section 33-44-404(c) calls its list the “only matters” requiring every member's consent. It includes articles and agreement amendments, specified loyalty ratification and contribution matters, interim distributions, new-member admission, a charged-interest redemption, dissolution, wind-up waiver, merger, and disposition of all or substantially all company property.

Those are threshold categories. Whether a specific act fits one or satisfies the substantive transaction statute is outside this survey.

No-meeting action is allowed without a statutory meeting code

S.C. Code § 33-44-404(d)-(e) says an action requiring member or manager consent “may be taken without a meeting.” Chapter 44 supplies no general member- meeting caller, notice content or timing, waiver, quorum, adjournment, annual- meeting, location, or record-date procedure.

The chapter likewise states no conference-call, video, remote-presence, communications, voter-identification, or retained-remote-vote standard. The operating agreement and other applicable law must supply those mechanics.

A proxy uses a signed appointment instrument

A member may appoint a proxy to vote or otherwise act by signing an appointment instrument personally or through an attorney-in-fact. Section 33-44-404(e) states no default appointment duration, revocation method, death/incapacity effect, irrevocability formula, delivery recipient, meeting-only limit, or electronic method.

No-meeting permission is not a written-consent form

Section 33-44-404(d) permits no-meeting action at the applicable majority or unanimity threshold, but it does not require or define a written consent. It states no consent signature, electronic form, delivery, collection period, counterpart, revocation, or future-time/event mechanism. The signed-instrument requirement belongs to the proxy appointment.

Chapter 44 also states no general post-action notice to a nonconsenting or nonvoting member and no statutory period for retaining member consent records.

What trips people up

• Equal rights mean headcount by default. Do not substitute a distribution or ownership percentage without checking the operating agreement.
• No-meeting action need not be written by this section. The agreement and other applicable law must supply form and delivery mechanics.
• The proxy form is separate. A proxy appointment must be signed even though the no-meeting-action sentence states no consent form.
• Permission to skip a meeting does not create remote presence. Chapter 44 has no member remote-attendance standard.

Common questions

Does each South Carolina LLC member get one vote?

The member-managed default gives members equal management rights, and a majority of members decides ordinary matters. Check the operating agreement for a valid different structure.

May members act without holding a meeting?

Yes. Section 33-44-404(d) permits action requiring member consent to occur without a meeting, using the threshold applicable to that action.

Can a member appoint a proxy?

Yes. The member signs an appointment instrument personally or through an attorney-in-fact, and the proxy may vote or otherwise act.

Must nonsigning members receive notice afterward?

Chapter 44 states no general post-action notice rule. Check the operating agreement, the substantive action statute, and other applicable law.

Statutes and sources

• S.C. Code §§ 33-44-101, -103, and -203 — governance definitions, agreement hierarchy and limits, articles management designation, and insider/outsider conflict rule. Official current Chapter 44 (accessed August 30, 2026).
• S.C. Code § 33-44-404 — equal member/manager rights, ordinary majority, all-member reserved categories, action without a meeting, and signed proxy appointment. Official current Chapter 44 (accessed August 30, 2026).