INCORPORATION PACKET: PROFESSIONAL CORPORATION - FOR STATE-LICENSED PROFESSIONALS - STATE OF SOUTH CAROLINA Electronic Version STATUTORY REFERENCES CODE OF SOUTH CAROLINA, Title 33 (Corporations, Partnerships and Associations)Access the South Carolina Code here: http://www.scstatehouse.net/CODE/statmast.htm CODE OF SOUTH CAROLINA, Title 33, Chapter 19 (Professional Corporation Supplement) Access through this link: http://www.scstatehouse.net/CODE/t33c019.htm INTRODUCTION AND LAW SUMMARY A South Carolina professional corporation organized to engage in the practice of a state-licensed
profession is controlled generally by the provisions CODE OF SOUTH CAROLINA, Title 33,
Corporations, Partnerships and Associations, and specifically by the provisions CODE OF
SOUTH CAROLINA, Title 33, Chapter 19 (Professional Corporation Supplement).
Additionally, the corporation is subject to the statutory requirements applicable to the given
profession, and the rules and regulations of the South Carolina Board of Examiners for the
profession (or other regulatory/oversight Board/Agency/Entity).A "professional corporation" is a corporation organized to engage in the practice of a state-
licensed profession whose articles of incorporation set forth the sole and specific professional
purpose of rendering the professional services practiced by the profession. The practitioners
must be licensed under the relevant provisions of the South Carolina Code.
An individual or group of individuals duly licensed or otherwise legally authorized to render the
same professional services within the South Carolina may organize and become a shareholder or
shareholders of a professional corporation.The name of a professional corporation authorized to transact business in South Carolina must
contain the words "professional corporation", "professional association", "service corporation",
or "chartered" or the abbreviation "P.C.", "PC", or "P.A.", or "PA"; may not contain language
stating or implying that it is incorporated for a purpose other than that authorized by Section 33-
19-110 and its articles of incorporation; and must conform with any rule promulgated by the
State Board for the profession (or relevant governing entity). No professional corporation may render professional services except through its officers,
employees and agents who are duly licensed or otherwise legally authorized to render such
professional services, and only shareholders, officers, employees, and agents licensed or
otherwise legally qualified in the State of South Carolina may perform the professional service in
South Carolina. However, this does not preclude clerks, secretaries, bookkeepers, technicians
and other assistants who are not usually and ordinarily considered by custom and practice to be
rendering professional service to the public for which a license or other legal authorization is
required from acting as employees of a professional corporation and performing their usual
duties or from acting as officers of a professional corporation.Practicing as a professional corporation does not alter or affect the professional relationship
between a person furnishing professional services and a person receiving such service either with
respect to liability arising out of such professional service or the confidential relationship
between the person rendering the professional service and the person receiving such professional
service, if any, and all such confidential relationships enjoyed under the laws of South Carolina
remain inviolate. A director, officer, agent or employee of a professional corporation is not, by
reason of being any director, officer, agent or employee of a professional corporation, personally
liable for any debts or claims against, or the acts or omissions of the professional corporation or
of another director, officer, agent or employee of the professional corporation. The professional
corporation is liable for the acts or omissions of its directors, officers, agents, employees and
servants to the same extent to which any other professional corporation would be liable for the
acts or omissions of its directors, officers, agents, employees and servants while they are
engaged in carrying on the corporate business.A professional corporation may not engage in any business other than the rendering of the
professional services for which it was specifically incorporated. However, a professional
corporation is not prohibited from investing its funds in real estate, mortgages, stocks, bonds or
any other type of investments, from owning real or personal property, or from exercising any
other investment power granted to professional corporations.A professional corporation may issue shares of stock only to an individual who is duly licensed
or otherwise legally authorized to render the same specific professional services as those for
which the professional corporation was incorporated. A professional corporation may issue its
stock to a partnership each of the partners of which is duly licensed or otherwise legally
authorized to render the same professional services as those for which the professional
corporation was organized. The sale and transfer of shares by shareholders of a professional corporation is highly regulated.
See, Title 33, Chapter 19 (Professional Corporation Supplement). A shareholder of a
professional corporation may transfer or pledge shares, fractional shares, and rights or options to
purchase shares of the corporation only to individuals, general partnerships, and professional
corporations qualified under Section 33-19-200 to be issued shares. The following statement
must appear conspicuously on each share certificate issued by a professional corporation: "The transfer of shares of a professional corporation is restricted by the South Carolina
Professional Corporation Supplement, Chapter 19 of Title 33, and may be subject to
further restriction imposed by the licensing authority. Shares of a professional
corporation are subject also to a statutory repurchase obligation."
Within a reasonable time after the issuance or transfer of uncertificated shares of a professional
corporation, the corporation shall send the shareholders a written notice containing the statement
required above. The board of directors must consist of one or more members. The number of directors is fixed by
the bylaws. The number of directors may be increased or decreased from time to time by
amendment of the bylaws, unless the articles of incorporation provide that a change in the
number of directors shall be made only by amendment of the articles of incorporation. In the
absence of a bylaw fixing the number of directors, the number shall be the same as that stated in
the articles of incorporation. Not less than one-half of the directors of a professional corporation,
and all of its officers except the secretary and treasurer, if any, must be qualified persons with
respect to the corporation. PRIOR TO RESERVING A CORPORATE NAME OR FILING THE ARTICLES OF
INCORPORATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD
CONTACT THE SOUTH CAROLINA BOARD (or other governing entity for your
profession) TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE
BOARD'S RULES AND REGULATIONS.
Steps to Incorporate Step 1: RESERVATION OF CORPORATE NAMEThe name of a professional corporation authorized to transact business in South Carolina must
contain the words "professional corporation", "professional association", "service corporation",
or "chartered" or the abbreviation "P.C.", "PC", or "P.A.", or "PA"; may not contain language
stating or implying that it is incorporated for a purpose other than that authorized by Section 33-
19-110 and its articles of incorporation; and must conform with any rule promulgated by the
State Board or other governing entity. It is recommended that you reserve a corporate name in order to assure that your Articles of
Organization are not rejected because the name you have selected is not availableYou may skip this step and go to Step 2, but if the name you have selected is not available, the
Articles of Organization will be rejected and returned to you.Download the form by clicking on the link below (or pasting it into your internet browser’s
address window). The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. FORM 1 RESERVATION OF CORPORATE NAME FORM You may download this form at the following link:
http://www.uslegalforms.com/incorporation/SC/SC-Corp-Name-Resv.pdf - Follow the instructions on the form. - Step 2:ARTICLES OF INCORPORATIONOnce you have reserved a corporate name, or if you have chosen to proceed without reserving a
name, you are ready to complete the Articles of Incorporation. Download the form by clicking on the link below (or pasting it into your internet browser’s
address window). This form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. If you have just
downloaded the Reader in Step 1, you do not need to download it again.
FORM 2 ARTICLES OF INCORPORATION for a PROFESSIONAL CORPORATION You may download this form at the following link:
http://www.uslegalforms.com/incorporation/SC/SC-00INCP.pdf -Follow the instructions on the form. A local attorney must sign the form. – FORM CL-1 NOTE: The Articles must be accompanied by form CL-1, the “Initial Annual Report of
Corporations.” These two forms must be filed at once, together. Download form CL-1 here:
http://www.uslegalforms.com/incorporation/SC/CL-1.pdf. Follow the instructions on the form and
file with the Articles of Incorporation.
Step 3: Upon return of the Articles of Incorporation (you will receive a stamped “FILED” copy),
mail a copy of the approved Articles of Incorporation to the Board of Examiners (state
governing entity) for your profession. Conduct an Initial Meeting at which time directors
and officers are elected, by-laws are adopted, and other action is taken. SEE FORM 3 - ORGANIZATIONAL MINUTES (below)SEE FORM 4 - BY-LAWS (below)Step 4: Apply for a Federal Tax Identification Number. This is done with form SS-4. Mail to
your regional IRS office. SEE FORM IRS-SS-4 & IRS-SS-4-I (instructions) located at: http://www.uslegalforms.com/incorporation/irs/IRS-SS-4.pdf http://www.uslegalforms.com/incorporation/irs/IRS-SS-4-I.pdfStep 5: If you elect Subchapter S status so that the corporation income and losses will pass to the
shareholders, complete and file form 2553 with the Internal Revenue Service. It is
important that this form be filed timely or the corporation will have to pay the C
Corporation tax rate. We cannot advise you on tax matters. Please see a local tax
specialist for advice.SEE FORM IRS-2553 & IRS-2553-I (instructions) located at: http://www.uslegalforms.com/incorporation/irs/IRS-2553.pdf http://www.uslegalforms.com/incorporation/irs/IRS-2553-I.pdfStep 6:Open a Corporate bank account and conduct business.
Step 7:Hold an annual meeting of the directors and shareholders at least once a year to elect
directors and officers for the upcoming year and to take action as needed. SEE FORM 5 - ANNUAL MINUTESGeneral: For your convenience, additional forms are included such as Notice of Meeting, Waiver
of Notice of Meetings and Blank Resolution forms.Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all
serious legal matters. The information and forms contained herein are not legal advice and are not
to be construed as such. Although the information contained herein is believed to be correct, no
warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM 3 ORGANIZATIONAL MINUTES
InstructionsName of CorporationName of CorporationPar Value can be zero
or a dollar amount. Form 3: Minutes for Organizational Meeting MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THE INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS
OF _____________________________________ IN LIEU OF THE ORGANIZATIONAL MEETING THEREOF These Consent Minutes describe certain joint organizational actions taken
by the Incorporators, Shareholders and the Board of Directors of
__________________________________________________, a South Carolina
Professional Corporation , pursuant to the South Carolina Code, said joint
organizational actions being taken by all the Shareholders entitled to vote on the
action, by all Incorporators and all members of the Board, unless participation is
knowingly waived by individual Shareholders, Incorporators and/or Board
Members. Consent to all contained herein, and participation (or waiver of
participation) herein, is evidenced by the signatures of the Incorporators,
Shareholders and Directors of the corporation affixed hereto, such consent or
waiver to have the effect of a unanimous meeting vote.The Incorporators, Shareholders and Directors acknowledge that it is
necessary or desirable to take various organizational actions in connection with
the incorporation of corporation in accordance with South Carolina Professional
Corporation Act. Therefore, the undersigned Incorporators, Shareholders and
Directors, being all of the Shareholders entitled to vote on these matters, all the
Incorporators and all of the members of the Board of Directors of the corporation,
do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and
(iii) the necessity of organi zational, Shareholders' and Board of Directors'
meetings thereof and unanimously and severally and collectively adopt, by
consent or waiver and without the necessity and formality of convening, and in
lieu of such meeting thereof, the following Acts and Resolutions as being the
joint organizational actions of the Incorporators, Shareholders and Board of
Directors, as if in a meeting duly assembled: Establishment of Par Value of Stock:RESOLVED, that the par value per share of the common stock of the
Corporation be, and the same is, hereby established at One and 00/100
Dollar ($1.00).Issuance of Common Stock:RESOLVED, that in consideration of the payment, in cash, to or on behalf
of, the Corporation of the amount of money specified below opposite his
or her name, the sufficiency of which is hereby expressly acknowledged,
Name Shareholders, number of shares
owned and consideration paid.
Pay at least par value
of 1.00. All shares authorized in the Articles need not be
issued at this time.Name and Address of Directors. The number of directors must be one or more. the President and Secretary of the Corporation are hereby authorized and
directed, upon receipt by, or by others on behalf of, the Corporation of
such amount of money from the person specified below, to issue to such
person a certificate or certificates representing the ownership by them of
the number of shares of fully paid and non-assessable shares of One and
00/100 Dollar ($1.00) par value per share common stock of the
Corporation as is also set forth below opposite his name: Name SharesConsideration_____________________ ______ ______________ _____________________ ____________________ _____________________ ____________________ Election of Directors:RESOLVED, that each of the following persons are hereby elected to
serve as a member of the Board of Directors of the Corporation, and to
hold said position until the next annual meeting of the Board of Directors
or until the earlier of their resignation or removal, or until their respective
successors shall be duly elected and qualified: Name Address _______________________ ________________________ ________________________ ________________________ ________________________ ______________________ ________________________ ________________________ ________________________ ________________________ _______________________________________________ ________________________ ________________________ ________________________
If the incorporator is
not a director or shareholder, resignation is usually
made.Provide date articles
filedApproval of Actions by Incorporator:RESOLVED, that the actions of the Incorporator of the Corporation,
which have been presented to and reviewed by each director of the
Corporation, whereby the Incorporator filed the Articles of Incorporation
with the South Carolina Clerk of the State Corporation Commission and
thereby incorporated the Corporation, be and they are hereby accepted,
ratified and approved.Resignation of Incorporator:RESOLVED, that the resignation of _______________, as incorporator of
______________________________ is hereby accepted and the Secretary
is directed to make the original part of the official minutes of the
Corporation.Approval of Articles of Incorporation:RESOLVED, that the Articles of Incorporation of the Corporation, which
have been presented to and reviewed by each director of the Corporation,
are hereby approved, duplicate originals of such Articles of Incorporation
having been filed on ______________________, with the South Carolina
Clerk of the State Corporation Commission and a copy of the Articles of
Incorporation are hereby directed to be inserted in the minute book of the
Corporation.Approval of By-Laws :RESOLVED, that the by-laws of the Corporation for the regu lation of the
business and affairs of the Corpora tion, which have been presented to and
reviewed by each director of the Corporation, are hereby adopted and
approved as the by-laws of the Corporation, and a copy of such by-laws is
hereby directed to be inserted in the minute book of the Corporation and
is incorporated by reference herein.Election of Officers:RESOLVED, that each of the following persons are hereby elected to
serve as an officer of the Corporation, to hold the office or offices set
forth opposite their respective names until the first annual meeting of the
Board of Directors, until their earlier resignation or removal, or until their
successors are duly elected and qualified:
Name Officers elected.
Officers may consist of a president, secretary,
a treasurer and, vice-presidents and other officers as desired.
Any two offices may be
held by the same
person.Optional Office Name President___________________________ Vice-President___________________________ Secretary-Treasurer___________________________ Payment of Incorporation Expenses :RESOLVED, that the Secretary of the Corporation is hereby authorized
and directed to pay all fees and expenses incident to and necessary for the
incorporation and organization of the Corporation and that the officers of
the Corporation are hereby authorized and directed to take and perform
any and all other actions and to sign any and all documents necessary or
incidental to the completion of the organiza tion of the Corporation.Adoption of Corporate Seal:RESOLVED, that the seal containing the name of the Corporation, an
impression of which is affixed in the margin of this consent, is hereby
adopted as the corporate seal of the Corporation.Adoption of Fiscal Year:RESOLVED, that the fiscal year of the Corporation shall begin on
January 1st and end on December 31st of each year.Adoption of Form of Common Stock Certificate:RESOLVED, that the form of stock certificate to evidence shares of
common stock of the Corporation, which has been presented to and
reviewed by each director of the Corpora tion, is hereby adopted as the
form of stock certificate for the shares of common stock of the
Corporation, a specimen thereof being attached hereto and incorporated
by reference herein.Election of "S Corporation" Status :WHEREAS, the directors and stockholders of the Corporation have been
advised of the advantages to the stock holders of the Corporation if the
Corporation elects to be taxed as an "S Corporation" pursuant to Sections
1361 through 1379 of the Internal Revenue Code of 1986, as amended;
Name of CorporationName of CorporationName corporate bankTHEREFORE, BE IT RESOLVED, that the Corporation does hereby
elect to be taxed as an "S Corporation" pursuant to Sections 1361 through
1379 of the Internal Revenue Code of 1986, as amended, for the current
and succeeding tax years of the Corporation;BE IT RESOLVED FURTHER, that such election be made and filed by
the Corporation, together with the consents of its stockholders, within the
time period specified and permitted by statute, and the officers of the
Corporation are hereby authorized and directed, for and on behalf of the
Corporation, to execute and file such election with the Internal Revenue
Service and to take such other actions as may be necessary to effect such
election for the current fiscal year of the Corporation.Election to Classify Stock as "§ 1244 Stock":WHEREAS, ________________________ is a "small business
corporation" as defined in the Internal Revenue Code and the regulations
issued thereunder; andWHEREAS, the Directors desire to qualify the Corpora tion's stock as
Section 1244 stock;IT IS, THEREFORE, RESOLVED, that _______________________
hereby adopts a plan to have its stock classified as Section 1244 stock and
offered for sale as such;RESOLVED FURTHER, that the maximum amount to be received by
this Corporation in consideration for its stock to be issued pursuant to this
plan shall not exceed One Million and no/100 Dollars ($1,000,000.00).RESOLVED FURTHER, that the stock issued pursuant to this plan shall
be issued only for money and other property, but excluding other stock or
securities; andRESOLVED FURTHER, that the officers of this Corporation shall take
such action as is necessary to carry this plan into effect and especially to
keep such records as are required by the Internal Revenue Service.Authorization for Opening Bank Account:RESOLVED, that ____________________, ______________, South
Carolina, shall be the depository in which the funds of the Corporation
shall be deposited.BE IT RESOLVED FURTHER, that the appropriate officers of the
Corporation shall be, and hereby are, authorized to open a bank account or
Name one or more
persons to sign checks.
If two signatures are required on all checks change “or” to “and”.accounts at said bank in the name of, and on behalf of, the Corporation,
for the deposit of funds belonging to the Corporation.BE IT RESOLVED FURTHER, that all checks drawn on such bank
account or accounts shall be signed by _______________________ or
________________________.BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts
the form resolution of said bank (as completed) which appears in the form
which is attached hereto and incorporated by reference herein, and the
appropriate officers of the Corporation are hereby authorized to certify
such form resolution of said bank as having been adopted by this
Corporation and to furnish copies of this resolution to the said bank upon
its request.Borrowing:RESOLVED, that only the duly elected officers of the Corporation, acting
either singularly or jointly as directed from time to time by resolution of
the directors, be authorized to borrow money for, on behalf of, and in the
name of the Corporation, but only pursuant to specific authorization by
resolution of the Board of Directors as may from time to time be adopted.Business Operations:RESOLVED, that the President of the Corporation is hereby authorized
and directed to hire and employ such supervisors, mechanics laborers,
helpers, office personnel and other workers as she deems necessary for the
effective operation of the Corporation's business; andRESOLVED FURTHER, that the President of the Corporation is hereby
authorized to pay all employees and workers of the Corporation such
salary, wage and other compensation as she shall deem appropriate from
time to time; andRESOLVED FURTHER, that the President of the Corporation shall have
full power and authority to conduct all aspects of day-to-day operations of
the Corporation's business as she deems justified and appropriate.Filing of Consent :RESOLVED, that the Secretary of the Corporation is hereby directed to
make the original of this consent part of the official minutes of the
Corporation to be filed in the minute book of the Corporation.
Name of CorporationDate of meetingName and Signature of Incorporator, Directors and shareholders. Add blanks if necessarySignature of Secretary
or Secretary of Corporation THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND
DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE
ON THE MATTERS DESCRIBED ABOVE, ALL INCORPORATORS AND
THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF
_____________________________ DO HEREBY EXPRESSLY CONSENT TO
THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZA-
TIONAL ACTIONS OF THE INCORPORATORS, SHAREHOLDERS AND
DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH THE
SOUTH CAROLINA CODE AS AMENDED, AND IN LIEU OF AN
ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF
_____________________________. ____________________________________________________, Incorporator _________________________________ _________________________________ Shareholder and Director __________________________________________________________________ Shareholder and Director __________________________________________________________________ Shareholder ATTEST:___________________________________________________, Secretary
InstructionsName of IncorporatorName of CorporationEffective date of resignation, such as date of meeting.Signature of incorporator RESIGNATION OF INCORPORATOR I, the undersigned _________________, do hereby resign as
incorporator of _____________________________, a South Carolina
corporation, effective __________________________. ______________________________ Incorporator
FORM 4 BY-LAWS This is a suggested form of By-Laws that complies with the requirements
of the South Carolina Code relative to professional corporations. Please
review these By-Laws carefully to assure that they are consistent with
your wishes for the conduct of the business of the corporation.
InstructionsName of CorporationName of CorporationProvide address of principal office and registered office. These
can be the same address.Name any date you
desire for annual meeting.Year of first meeting
after organization meeting.Form 4: By-Laws BY-LAWS OF _____________________________ ARTICLE I. NAME AND LOCATION SECTION 1. The name of this corporation shall be
___________________________SECTION 2. The Principal office of the corporation in the State of South
Carolina shall be ____________________________________,
___________________________, South Carolina and its initial registered office
in the State of South Carolina shall be ___________________________, South
Carolina. The corpora tion may have such other offices, either within or without
the State of South Carolina as the Board of Directors may designate or as the
business of the corporation may require from time to time. ARTICLE II. SHAREHOLDERS SECTION 1. Annual Meeting . The annual meeting of the share holders
shall be held on the second Tuesday of the month of December in each year,
beginning with the year _________ at the time designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of South Carolina, such meeting shall
be held on the next succeeding business day. If the election of Directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.
(A) At the annual meeting of shareholders, or the meeting held in lieu of
it, every corporation, except a banking corporation, shall lay before the
shareholders financial statements, which may be consolidated, consisting of: (1) A balance sheet containing a summary of the assets, liabilities,
stated capital, if any, and surplus (showing separately any capital surplus arising
from unrealized appreciation of assets, other capital surplus, and earned surplus)
as of the end of the corporation's most recent fiscal year, except that, if
consolidated financial statements are laid before the shareholders, the consolidated
balance sheet shall show separately or disclose by a note the amount of
consolidated surplus that does not constitute earned surplus of the corporation or
any of its subsidiaries and that is not classified as stated capital or capital surplus
on the consolidated balance sheet; (2) A statement of profit and loss and surplus, including a
summary of profits, dividends or distributions paid, and other changes in the
surplus accounts, for the period commencing with the date marking the end of the
period for which the last preceding statement of profit and loss required under this
section was made and ending with the date of the balance sheet or, in the case of
the first statement of profit and loss, for the period commencing with the date of
incorporation of the corporation and ending with the date of the balance sheet. (B) The financial statements shall have appended to them an opinion
signed by the president or a vice-president or the treasurer or an assistant treasurer
of the corporation or by a public accountant or firm of public accountants to the
effect that the financial statement presents fairly the financial position of the
corporation and the results of its operations in conformity with generally accepted
accounting principles applied on a basis consistent with that of the preceding
period, or to the effect that the financial statements have been prepared on the
basis of accounting practices and principles that are reasonable in the
circumstances. (C) Upon the written request of any shareholder made prior to the date of
the meeting described in division (A) of this section, the corporation shall mail a
copy of the financial statements laid or to be laid before the shareholders at the
meeting to the shareholder on or before the later of the following: (1) The fifth day after the receipt of the written request; (2) The earlier of the following: (a) The fifth day before the date of the meeting; (b) The fifth day after the expiration of four months from
the date of the balance sheet described in division (A)(1) of this section.SECTION 2. Special Meeting . Special meetings of the share holders, for
any purpose or purposes, may be called as provided in Section 2A below. Only
business within the purpose or purposes described in the meeting notice required
by Article II, Section 5 of these By-Laws may be conducted at a special
shareholders meeting. In addition, such meeting may be held at any time without
call or notice upon unanimous consent of shareholders.
SECTION 2A. Calling Meetings. (A) Meetings of shareholders may be called by any of the following: (1) The chairman of the board, the president, or, in case of the
president's absence, death, or disability, the vice-president authorized to exercise
the authority of the president; (2) The directors by action at a meeting, or a majority of the
directors acting without a meeting; (3) Persons who hold twenty-five per cent of all shares outstanding
and entitled to vote thereat, unless the articles or the regulations specify for such
purpose a smaller or larger proportion but not in excess of fifty per cent; (4) Such other officers or persons as the articles or the regulations
authorize to call such meetings. (B) Meetings of shareholders may be held either within or without this
state if so provided in the articles or the regulations. In the absence of any such
provision, all meetings shall be held at the principal office of the corporation in
this state.SECTION 3. Place of Meeting . The Board of Directors may designate
any place, either within or without the State of South Carolina unless otherwise
prescribed by statute as the place of meeting for any annual meeting or for any
special meeting of shareholders. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either within or without the
State of South Carolina, unless otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal office of the
corporation in the State of South Carolina.
SECTION 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting shall be delivered not less than seven (7) nor
more than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid. Notice
of a special meeting shall include a description of the purpose or purposes for
which the meeting is called.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of share -
holders for any other proper purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to vote
at a meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not more than sixty (60)
days and, in case of a meeting of share holders, not less than ten (10) days prior to
the date on which the particular action, requiring such determination of share -
holders, is to be taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
resolution of the Board of Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall apply to any
adjournment thereof. SECTION 6. Shareholders' List. After fixing a record date, the officer or
agent having charge of the share ledger of the corporation shall prepare an
alphabetical list of all persons entitled to notice and to represent shares at such
meeting, or any adjournment thereof, and said list shall be arranged by voting
group and shall show the address of and the number of shares held by each
shareholder or representative. The shareholders' list shall be available for
inspection and copying during usual business hours by any shareholder beginning
two (2) business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the corporation's principal office
or at a place identified in the meet ing notice. Such list shall be available during
the meeting and any shareholder, his agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment thereof. The original stock
transfer book shall be prime facia evidence as to who are the shareholders entitled
to examine such list or transfer book or to vote at any meeting of shareholders.
SECTION 7. Quorum . A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the shares are
represented at a meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such adjourned meeting in
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The share-
holders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the share holder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation
before or at the time of the meeting. A proxy may only be voted by the corporation
or a shareholder of the corporation.
SECTION 9. Voting of Shares . Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. The affirmative vote of a majority of the outstanding shares
represented at a shareholders' meeting at which a quorum is present shall be the act
of the shareholders of the corporation.
SECTION 10. Voting of Share by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-Laws of such corporation may preserve, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of outstanding shares at any
given time.SECTION 11. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof in accordance with South
Carolina Code. The attendance of any shareholder at any meeting without
protesting, prior to or at the commencement of the meetings, the lack of proper
notice shall be deemed waived by him or her of notice of such meeting.
SECTION 12. Cumulative Voting. Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote, in person or by
proxy, shall have the right to vote at such election the number of shares owned by
him for as many persons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one candidate as
many votes as the number of such Directors multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle among any number
of candidates.
Must be at least one
director. SECTION 13. Restriction on Shareholders. No person may be a
shareholder of he corporation unless that shareholder is licensed to practice
___________________ in South Carolina.
ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors except as otherwise herein provided.
SECTION 2. Number, Tenure and Qualifications. The number of
Directors of the corporation shall be __________ (__). Each Director shall hold
office until the next annual meeting of shareholders and until his successor shall
have been elected and qualified. Directors may be re-elected. Each Director shall
be a shareholder and shall be licensed to practice __________________ in South
Carolina.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as the annual meeting of shareholders. The Board of
Directors may also pro vide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the Board, the
president of the Corporation, any vice-president or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least
five (5) days previously thereto by notice personally given or mailed to each
Director at his business address, or by telegram. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened, and does
not thereafter vote for or assent to action taken at the meeting.
SECTION 6. Quorum. A majority of the number of Directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than a majority is
present at a meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
Name corporate offices
of the corporation, such
as President, Vice-
President and Secretary/Treasurer. Information in [ ] is
example. Should have at least a President, Secretary/Treasurer. SECTION 7. Manner of Acting . The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act or the Board of
Directors.
SECTION 8. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 9. Presumption of Assent. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to
the Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
SECTION 10. Informal Action by Board of Directors. Unless otherwise
provided by law, any action required to be taken at a meeting of the Directors, or
any other action which may be taken at a meeting of the Directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by each director, and included in the minutes or filed with the corporate
records reflecting the action taken in accordance with the provisions of South
Carolina Code. The attendance of any director at any meeting without protesting,
prior to or at the commencement of the meeting, the lack of proper notice shall be
deemed to be a waiver by the director of notice of such meeting.
ARTICLE IV. OFFICERS SECTION 1. Number. The officers of the corporation shall be a
_______________________ [President, one or more Vice-Presidents and a
Secretary-Treasurer], each of whom shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Each officer shall be a shareholder
and shall be licensed to practice ___________________ in South Carolina.
SECTION 2. Election and Term of Office . The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have been duly elected and
shall have qualified or until he shall resign or shall have been removed in the
manner hereinafter provided. The initial officers may be elected at the first
meeting of the Board of Directors. SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment, the best interest of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filed by the Board of
Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors, or by these By-Laws, to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties as may
be prescribed by the Board of Directors from time to time.
SECTION 6. Vice-President. The Board of Directors may determine
when there is a need for a Vice-President or Vice-Presidents. In the absence of the
President or in event of his death, unavailability of or refusal to act, a Vice-
President shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restric tions upon the President. A Vice-
President shall perform such other duties as from time to time may be assigned to
him by the President or the Board of Directors.
SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall: (a) keep
the minutes of the shareholders and of the Board of Directors meetings in one or
more books provided for the purpose; (b) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is affixed
to all documents, the execution of which on behalf of the corporation under its seal
is duly authorized; (c) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (d) keep a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) have general charge of the stock transfer books of the
corporation; (f) have charge and cus tody of and be responsible for all funds and
securities of the corporation, receive and give receipts for monies due and payable
to the corporation from any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article V of these By-Laws;
and (g) in general perform all of the duties incident to the Office of Secretary-
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Direc tors. If required by the Board of Directors,
the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in
such sum with such surety or sureties as the Board of Directors shall determine. SECTION 8. Salaries. The salaries, compensation and other benefits, if
any, of the officers shall be fixed from time to time by the Board of Directors, and
no officer shall be prevented from receiving such salary by reason of the fact that
he is also a Director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITSSECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be deter mined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certificates for Shares . Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the Secretary
or by such other officers authorized by law and by the Board of Directors so to do.
All certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issuance, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated certificate, a new
one may be issued therefor upon such terms and indemnity to the corporation as
the Board of Directors may prescribe. SECTION 2. Transfer of Shares . Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate of such shares, and also, any transfer is subject to the
limitations set forth in the Articles of Incorporation, reference to which is hereby
made. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR The fiscal year of the corporation shall begin on the 1st day of January and
end on the 31st day of December in each year. ARTICLE VIII. DIVIDENDS The Board of Directors may from time to time declare, and the corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation. ARTICLE IX. SEAL The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation and
the state of incorporation and the words "Corporate Seal." ARTICLE X. WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the cor poration under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of such
notice. ARTICLE XI. AMENDMENTS These By-Laws may be altered, amended or repealed and new By-Laws
may be adopted by a majority vote of the Board of Directors at any annual Board
of Directors meeting or at any special Board of Directors meeting when the
proposed amendment has been set out in the notice of such meeting. These By-
Laws may also be altered, amended or repealed by a majority vote of the share -
holders notwithstanding that these By-Laws may also be amended or repealed by
the Board of Directors. ARTICLE XII. OTHER PROVISIONS If any shareholder or employee of the corporation who has been licensed to
practice the profession becomes legally disqualified to practice, that person shall
sever all employment with and financial interests in the corporation forthwith.
FORM 5 ANNUAL MINUTES
InstructionsName of CorporationName of CorporationName and address of
directorsForm 5: Annual Minutes for Shareholders and Directors MINUTES OF ANNUAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THESHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________________________ IN LIEU OF AN ANNUAL MEETING THEREOF These Consent Minutes describe certain annual actions taken by the Shareholders
and the Board of Directors of _________________________________________,
a South Carolina Professional Corporation, pursuant to the South Carolina Code,
said annual actions being taken by all the Shareholders entitled to vote on the
action, by all Incorporators and all members of the Board, unless participation is
knowingly waived by individual Shareholders, Incorporators and/or Board
Members. Consent to all contained herein, and participation (or waiver of
participation) herein, is evidenced by the signatures of the Incorporators,
Shareholders and Directors of the corporation affixed hereto, such consent or
waiver to have the effect of a unanimous meeting vote. The Shareholders and Directors acknowledge that it is necessary or
desirable to take various annual actions in connection with the corporation in
accordance with South Carolina Professional Corporation Act. Therefore, the
undersigned, Shareholders and Directors, being all of the Shareholders entitled to
vote on these matters and all of the members of the Board of Directors of the
corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call
of, and (iii) the necessity of annual Shareholders' and Board of Directors' meetings
thereof and unanimously and severally and collectively adopt, by consent and
without the necessity and formality of convening, and in lieu of such meeting
thereof, the following Acts and Resolutions as being the joint actions of the
Shareholders and Board of Directors, as if in a meeting duly assembled: Election of Directors:RESOLVED, that each of the following persons are hereby elected to serve
as a member of the Board of Directors of the Corporation, and to hold said
position until the next annual meeting of the Board of Directors or until the
earlier of their resignation or removal, or until their respective successors
shall be duly elected and qualified: Name Address ____________________ ________________________ ________________________ ________________________ ________________________
Name of Officers elected ______________________ ________________________ ________________________ ________________________ ________________________ _______________________________________________ ________________________ ________________________ ________________________ Approval of Actions by Directors:RESOLVED, that the actions of Board of Directors taken in the preceding
year on behalf of the corporation be and they are hereby accepted, ratified
and approved.Election of Officers:RESOLVED, that each of the following persons are hereby elected to serve
as an officer of the Corporation, to hold the office or offices set forth
opposite their respective names until the first annual meeting of the Board
of Directors, until their earlier resignation or removal, or until their
successors are duly elected and qualified: Office Name President___________________________ Vice-President___________________________ Secretary-Treasurer___________________________ Payment of Expenses:RESOLVED, that the payment of corporate expenses by the Secretary of
the Corporation is hereby approved, ratified and accepted.Filing of Consent :RESOLVED, that the Secretary of the Corporation is hereby directed to
make the original of this consent part of the official minutes of the
Corporation to be filed in the minute book of the Corporation.
Name of corporationDate of meetingSignatures of shareholders and directorsSecretary signature THE UNDERSIGNED SHAREHOLDERS AND DIRECTORS, BEING
ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS
DESCRIBED ABOVE, AND ALL THE ENTIRE MEMBERSHIP OF THE
BOARD OF DIRECTORS OF _____________________________ DO HEREBY
EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING
THE JOINT ACTIONS OF THE SHAREHOLDERS AND DIRECTORS OF
SAID SOUTH CAROLINA PROFESSIONAL CORPORATION, AND IN LIEU
OF AN ANNUAL MEETING THEREOF, TO BE EFFECTIVE AS OF
_____________________________. _________________________________ Shareholder and Director _________________________________ Shareholder and Director _________________________________ Shareholder ATTEST:___________________________________________________, Secretary
MISCELLANEOUS ADDITIONAL FORMS
InstructionsName of CorporationName of Corporation and
State of IncorporationDate of Meeting
and timeAddress of MeetingPurpose of MeetingDate of NoticeSignature of SecretaryNotice of Special Meeting of Directors Notice of Special Meeting of Directors OF ______________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the
Directors of _________________________, a South Carolina Professional
Corporation is called for the ______ day of ____________, 20__, at ______ ___.m.,
to be held at the following address:__________________________ __________________________ __________________________ The Purpose of the meeting is to: _______________________________________________ This Notice given on this the _________ day of ___________, 20___, by the
Secretary of the Corporation, by mailing a true and correct copy of this Notice to the
address of each Director on the records of the Corporation at least 10 days prior to
such special meeting. __________________________ Secretary
InstructionsName of CorporationName of Corporation
