Annual meeting requirements in South Carolina (SCBCA)
South Carolina corporations must hold an annual shareholders' meeting under S.C. Code § 33-7-101 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under § 33-7-104.
| S.C. Code § 33-7-101 | Annual meeting required |
|---|---|
| S.C. Code § 33-7-104 | Action without meeting |
| S.C. Code § 33-7-105 | Notice of meeting |
| S.C. Code § 33-7-121 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient for most actions |
- Annual meeting under § 33-7-101 at time fixed by bylaws
- South Carolina follows the MBCA framework
- Written consent under § 33-7-104 permits majority for most actions
- Notice 10-60 days before the meeting under § 33-7-105
- Court-ordered meeting available under § 33-7-103
S.C. Code § 33-7-101 requirements
Section 33-7-101 of the South Carolina Business Corporation Act requires every SC corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. SC adopted the MBCA, so the framework follows MBCA Chapter 7 closely.
Written consent under § 33-7-104
SC's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient.
Notice under § 33-7-105
Notice must be sent not less than 10 nor more than 60 days before the meeting, consistent with MBCA conventions.
What's distinctive about South Carolina
South Carolina is largely MBCA-aligned for annual-meeting purposes. The state's distinctive feature is the combined annual-report-and-corporate-tax filing (Form CL-1 attached to Form CL-4) administered by the Department of Revenue rather than the Secretary of State. The annual-meeting framework itself follows standard MBCA Chapter 7. For closely-held SC corporations, the annual meeting and the annual tax-and-report filing are separate calendar events that both need to be tracked.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents.