Organizational Action by Sole Incorporator
(SC Corporation)

Summary

This template Organizational Action by Sole Incorporator (SC Corporation) is for use by the sole incorporator to complete the organization of a South Carolina corporation. This template includes drafting notes and practical guidance. Pursuant to S.C. Code Ann. § 33-2-105, an organizational meeting must be held once the corporation has been formed, which occurs once its articles of incorporation have been filed with South Carolina's Secretary of State (unless delayed effectiveness is specified). S.C. Code Ann. § 33-2-103. At the organizational meeting, the incorporators or the initial director(s) complete the organization of the corporation. Although S.C. Code Ann. §§ 33-2-102 and 33-2-105 each contemplate that more than one incorporator is possible, this template assumes that there is just a single incorporator and that initial directors have not been named in the articles of incorporation. Accordingly, the sole incorporator shall hold an organizational meeting of the incorporator to either elect (a) the directors and complete the organization of the corporation, or (b) a board of directors who shall complete the organization of the corporation. S.C. Code Ann. § 33-2-105 (a)(1) and (2), respectively. However, any action permitted to be taken by the incorporator(s) at the organizational meeting may be taken without a meeting if the incorporator(s) sign(s) a written consent describing the action taken by virtue of such written consent. S.C. Code Ann. § 33-2-105(b). This template instrument records the taking of such action by the written consent of the sole incorporator in accordance with S.C. Code Ann. § 33-2-105. For more information, see Formation and Qualification (SC Corporation). For a template to be used when initial directors have been named in the articles of incorporation, see Unanimous Written Consent of the Board in Lieu of Organizational Meeting (SC Corporation).