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 NAME
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 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 available
You 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 INCORPORATION
Once 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.pdf
Step 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.pdf
Step 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 MINUTES
General: 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
Instructions
Name of Corporation
Name of Corporation
Par 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 evi denced by the signatures of
the Incorporators, Shareholders and Directors of the corporation
affixed hereto, such consent or waiver to have the effeect 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 za tional, 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
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. 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, 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 Shares
Consideration
_____________________ ______ ______________
_____________________ ______ ______________
_____________________ ______ ______________
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 fled ________________________
________________________
________________________
________________________
_______________________ ________________________
________________________
________________________
________________________
Approval of Actions by Incorporator:
RESOLVED, that the actions of the Incorporator of the Cor -
poration, 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
Corpora tion, 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 Incor poration 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 la tion of the business and affeairs of the Corpora tion,
which have been presented to and reviewed by each
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 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 Corpora tion and is incorporated by
reference herein.
Election of Ofcers :
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 Incorporation Expenses :
RESOLVED, that the Secretary of the Corporation is hereby
authorized and directed to pay all fees and expenses inci -
dent to and necessary for the incorpora tion and organi za -
tion of the Corporation and that the officers of the Cor -
poration are hereby authorized and directed to take and
per form any and all other actions and to sign any and all
docu ments necessary or inci dental to the completion of
the organ iza tion of the Corporation.
Adoption of Corporate Seal :
RESOLVED, that the seal containing the name of the
Corpora tion, 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 :
Name of
Corporation
Name of
Corporation 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 Certifcate :
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 Corpora -
tion 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;
THEREFORE, 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 Cor poration;
BE IT RESOLVED FURTHER, that such election be made and
filed by the Corporation, together with the consents of its
stock holders, within the time period specified and
permitted by statute, and the officers of the Corpora tion
are hereby authorized and directed, for and on behalf of
the Corpora tion, to execute and file such election with the
Internal Revenue Service and to take such other actions as
may be necessary to effeect 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; and
Name corporate
bank
Name one or
more persons to
sign checks. If
two signatures
are required on
all checks change
“or” to “and”. WHEREAS, 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 offeered 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; and
RESOLVED FURTHER, that the officers of this Corporation
shall take such action as is necessary to carry this plan
into effeect 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
Corpora tion 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 accounts at said bank in the name
of, and on behalf of, the Corporation, for the deposit of
funds belong ing 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 incorpor ated 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.
Name of
Corporation
Date of meeting
Name and
Signature of
Incorporator,
Directors and
shareholders. Add
blanks if
necessary Borrowing :
RESOLVED, that only the duly elected officers of the
Corpor a tion, 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
effeective operation of the Corporation's business; and
RESOLVED 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; and
RESOLVED 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.
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, SHARE HOLDERS AND DIRECTORS OF SUCH
CORPORATION, IN ACCORDANCE WITH THE SOUTH CAROLINA
Signature of
Secretary or
Secretary of
Corporation 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
Instructions
Name of
Incorporator
Name of
Corporation
Effective 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, effeective
__________________________.
______________________________
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.
Instructions
Name of
Corporation
Name of
Corporation
Provide address of
principal office and
registered office.
These can be the
same address.
Name any date you
desire for annual
meeting.
Year of frst
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 cor poration 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 busi ness day.
If the election of Directors shall not be held on the day desig -
nated 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 effeect 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 effeect 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 share holders 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 determina tion of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determi nation 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 cor -
poration 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 vot ing
group and shall show the address of and the number of shares
held by each shareholder or representative. The share holders'
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
pre pared and continuing through the meeting, at the cor -
poration's principal office or at a place identified in the meet ing
notice. Such list shall be available during the meeting and any
share holder, his agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment thereof. The
ori ginal stock transfer book shall be prime facia evidence as to
who are the shareholders entitled to examine such list or trans fer
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 meet ing, a
majority of the shares so represented may adjourn the meet ing
from time to time without further notice. At such adjourned
meeting in which a quorum shall be present or repre sented, 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 with drawal 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.
Must be at least
one director. 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 trans ferred 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 deter -
mining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders . Any action
required to be taken at a meet ing 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 per sons 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
multi plied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number
of candidates.
Name corporate
offices of the
corporation, such
as President, Vice-
President and
Secretary/Treasurer
. Information in [ ]
is example. Should 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 affeairs 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 addi -
tional regular meetings without other notice than such resolu tion.
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 spe cial 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 person -
ally given or mailed to each Director at his business address, or
by telegram. If mailed, such notice shall be deemed to be deli -
vered 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
deli vered to the telegraph company. Any Director may waive
notice of any meeting. The attendance of a Director at a meeting
shall con stitute 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
have at least a
President,
Secretary/Treasurer
. 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.
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 cor -
por a tion who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be pre sumed
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 Secre tary
of the meeting before the adjournment thereof or shall for ward
such dissent by registered mail to the Secretary of the cor -
poration 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 refecting 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 affeairs 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 pur -
pose; (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 accord ance 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 DEPOSITS
SECTION 1. Contracts . The Board of Directors may
authorize any officer or officers, agent or agents, to enter into
any con tract 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 spe -
cific 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 cor -
poration 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 repre -
senting 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 cer tificate 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 certifi cate, a
new one may be issued therefor upon such terms and indem nity
to the corporation as the Board of Directors may pre scribe.
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 repre -
sentative, 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 cor -
pora tion, and on surrender for cancellation of the certificate of
such shares, and also, any transfer is subject to the limita tions
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 por -
ation under the provisions of these By-Laws or under the pro -
visions 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 equiva lent 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
Direc tors 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
Instructions
Name of
Corporation
Name of
Corporation
Name and address
of directors Form 5: Annual Minutes for Shareholders and Directors
MINUTES OF ANNUAL ACTIONS TAKEN
BY THE UNANIMOUS WRITTEN CONSENT OF THE
SHAREHOLDERS 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 evi denced by the signatures of the Incorporators,
Shareholders and Directors of the corporation affixed hereto,
such consent or waiver to have the effeect 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 Directo
