What is the Corporate Charter?

The corporate charter is the same thing as the articles of incorporation. South Carolina requires the incorporator of a corporation to file specific documents with the Secretary of State to become a valid corporation in our state.

A South Carolina business attorney can draft your incorporation documents, including your corporate charter. Let’s answer the question, “What is the corporate charter?” in more detail.

What Does a Corporate Charter in South Carolina Have to Contains?

Section 33-2-102 of the South Carolina Code says that articles of incorporation (also called a corporate charter) must include all of these things:

  • The name of the corporation. The name must comply with the rules in Section 33-4-101
  • How many shares the corporation is authorized to issue of each class of shares that it can issue
  • The name of the corporation’s initial registered agent at the corporation’s initial registered office, and the address of that office
  • The name, address, and signature of each incorporator
  • A certificate that the incorporators have complied with all the requirements of Section 22-3-102 of the South Carolina Code. A licensed South Carolina lawyer must sign the certificate

It is always a smart idea to work with an attorney when setting up a corporation.

Are There Other Things That the Articles of Incorporation in South Carolina Can Include?

Yes. Section 33-2-102 allows these additional items to be on the corporate charter:

  • The names and addresses of the initial directors of the corporation
  • The purpose for which the corporation is formed
  • The methods by which the corporation plans to manage its business and regulate its affairs
  • The powers and limitations of the corporation, its board of directors, and shareholders
  • The par value of the corporation’s authorized shares or classes of shares
  • The terms and conditions under which shareholders might have personal liability for the debts of the corporation

All of these items must be consistent with the law, or not inconsistent with the law. 

Do I Have to File Any Other Paperwork with the Corporate Charter?

Yes, you must file the initial annual report with the articles of incorporation.  Section 12-20-40 lays out the requirements of the initial annual report. 

What Else Do I Need to Know About Articles of Incorporation in South Carolina? 

You are allowed to include other matters in your corporate charter if your bylaws permit or require those items, and those things are enumerated in Chapters 1 through 20 of South Carolina’s Title 33 – Corporations, Partnerships, and Associations. Also, unless you request a later effective date, your corporation will come into existence on the day that the articles of incorporation get filed with the South Carolina Secretary of State.

Can I Amend My Corporation’s Corporate Charter or Bylaws?

Yes, as long as you comply with the requirements of Chapter 10 – Amendment of Article of Incorporation and Bylaws of Title 33 – Corporations, Partnerships, and Associations. In addition to following the proper procedure for adopting amendments to the articles of incorporation by the incorporators, directors, and shareholders, the corporation must file the articles of amendment with the Secretary of State.

A South Carolina business attorney can provide guidance, draft required documents, and advise you on compliance issues. Get in touch with our office today.